Transcelerate Biopharma Inc

“During 2017, the board of directors and members of the corporation approved amending and restating the certificate of incorporation of the corporation, in order to update the purpose clause to more accurately encompass the corporation's current and planned activities. The corporation's amended and restated certificate of incorporation was filed in delaware effective as of december 5, 2017. Prior to this amendment, the first paragraph of article iii of the corporation's certificate of incorporation previously read as follows: "the corporation is organized exclusively for the purpose of promoting a common business interest within the meaning of section 501(c)(6) of the internal revenue code of 1986, as amended (the "code"), and, in particular, for the purpose of providing leadership, project management, and governance designed to improve the quality of, and reduce costs in, clinical trial execution by pharmaceutical and biotechnology companies within the life sciences industry, and consistent with that purpose, to engage in any lawful act or activity for which non-stock, nonprofit corporations may be organized under the general corporation law of the state of delaware (the "dgcl"). The corporation shall be a nonprofit corporation." following this amendment, the first paragraph of article iii of the corporation's amended and restated certificate of incorporation now reads as follows: "the corporation is organized exclusively for the purpose of promoting a common business interest within the meaning of section 501(c)(6) of the internal revenue code of 1986, as amended (the "code"), and, in particular, for the purpose of providing leadership, project management, and governance relating to industry collaborations designed to improve the efficiency of research and development initiatives and activities in the areas of preclinical research, clinical trial execution, and pharmacovigilance, undertaken by pharmaceutical and biotechnology companies within the life sciences industry, and consistent with that purpose, to engage in any lawful act or activity for which non-stock, nonprofit corporations may be organized under the general corporation law of the state of delaware (the "dgcl"). The corporation shall be a nonprofit corporation." amendment of bylaws: during 2017, the board of directors of the corporation approved amending the bylaws of the corporation to increase the number of at-large tier i directors from 2 to 3, and to increase the maximum number of members of the board of directors from 20 to 21. Section 3.02 of the bylaws now reads as follows: "section 3.02 number and composition of directors. The number of directors shall be determined by resolution of the board of directors adopted by the affirmative vote of directors constituting a majority of the total number of directors in office at the time of such vote. The board of directors shall be comprised of up to twenty-one (21) members; provided that: (i) ten (10) seats are filled by directors who are representatives of the charter members (and each charter member has discretion to appoint its own representative to the board of directors ("charter member directors"); (ii) up to three (3) additional seats shall be filled by directors who are representatives of the tier i members who are not charter members ("at large tier i directors") (charter member directors and at large tier i directors collectively shall be referred to as "tier i directors"); (iii) up to six (6) seats shall be filled by directors who are representatives of the tier ii members ("tier ii directors"); (iii) one (1) seat shall be filled by a director who is a representative of the associate members ("associate member director"); and (iv) one (1) seat shall be filled by the chief executive officer of the corporation ("ceo director"). The board seats reserved for the tier i members, including the charter members, shall at all times represent at least 55% of the total number of directors of the board. In the event”

“The members of the corporation consist of such firms and corporations that are approved for membership from time to time by the board of directors or its designees in accordance with the policies and procedures of the corporation. The corporation has the following categories of members: a. Tier i members - to be eligible for tier i membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development in excess of $2.5 billion. Eligibility for tier i membership is established based upon a company's publically available research and development expenditures over the three (3) year period preceding the date the company applies to join the corporation. The initial tier i members are further defined as the "charter members." b. Tier ii members - to be eligible for tier ii membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $2.5 billion but more than $100 million. Eligibility for tier ii membership will be established based upon a company's publically available research and development expenditures over the three (3) year period preceding the date the company applies to join the corporation. C. Associate members - to be eligible for associate membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $100 million.”

“The board of directors shall be comprised of up to twenty-one (21) members; provided that: (i) ten (10) seats are filled by directors who are representatives of the charter members; (ii) up to three (3) additional seats shall be filled by directors who are representatives of the tier i members who are not charter members; (iii) up to six (6) seats shall be filled by directors who are representatives of the tier ii members; (iv) one (1) seat shall be filled by a director who is a representative of the associate members; and (v) one (1) seat shall be filled by the chief executive officer of the corporation. The corporation's bylaws state that directors shall be elected or appointed, as applicable, annually at the annual meeting of members and shall serve until the following annual meeting of members and until their successors are elected or appointed, as applicable, and qualified. Each charter member shall have the right to appoint a representative of the charter member to serve as a charter member director. Tier i at-large directors shall be elected by a plurality vote of the tier i members, which include the charter members. Tier ii directors shall be elected by a plurality vote of the tier ii members. The associate member director shall be elected by a plurality vote of the associate members. The ceo director shall serve ex-officio, for so long as he or she shall hold the office of chief executive officer. Transcelerate does not presently have any assoicate members therefore, the assoicate member board seat is currently vacant. Each tier i member shall be entitled to three (3) votes at every meeting of members on matters which tier 1 members are entitled to vote. Each tier ii member shall be entitled to one (1) vote at every meeting of members on matters which tier ii members are entitled to vote. Associate members shall be entitled to notice of and to attend meetings of the members but shall not be entitled to vote at such meetings, provided however, associate members shall have the right to cast one (1) vote each with respect to the election of the nominee to fill the associate member board position. Notwithstanding the above, in order to be eligible to vote, a member must be in good standing and its dues and assessments paid in full.”

“The finance committee and management review and approve the form 990. The form is then distributed to all members of the board for their review before filing with the internal revenue service.”

“For 2017, the transcelerate executive committee prepared and approved the compensation package for the ceo. However, the transcelerate executive committee has been disbanded effective as of january 1, 2018; thus, for 2018 and going forward, the board chair, with input from other directors or a subcommittee of the board, will review and recommend the ceo's compensation package for approval by the full board. The ceo approves the compensation for the senior vice president of global operations, along with all other key employees.”

“The organization's governing documents, financial statements, and conflict of interest policy and other corporate policies are available upon request.”

“External contractor support: program service expenses 9,957,568. Management and general expenses 56,165. Fundraising expenses 0. Total expenses 10,013,733. Project management fees: program service expenses 6,581,082. Management and general expenses 402,875. Fundraising expenses 0. Total expenses 6,983,957. Communications fees: program service expenses 494,041. Management and general expenses 435,478. Fundraising expenses 0. Total expenses 929,519.”