ROSWELL PARK CANCER INSTITUTE CORPORATION BOARD OF DIRECTORS

ROSWELL PARK CANCER INSTITUTE CORPORATION BOARD OF DIRECTORS A meeting of the Board of Directors of Roswell Park Cancer Institute Corporation was held on Tuesday, March 3, 2015 at 12:00 pm in the Zebro Conference Room. Present: Michael L. Joseph, Chairman, Presiding Linda a. Dobmeier Anne D. Gioia Kenneth A. Manning, Esq. Honorable Salvatore R. Martoche, Esq. Hugh M. Russ, III, Esq. R. Buford Sears Thomas P. Stewart, PhD Dennis Szefel (telephonically) Candace S. Johnson, PhD, President & CEO Excused: Donna M. Gioia Gail Mitchell, Esq. Elyse NeMoyer Sylvia Tokasz Gregory E. Young, MD, NYS DOH Western Regional Director (representing the Commissioner of Health) Present by Invitation: David M. Cohan, MD, Department of Head & Neck Surgery Lisa A. Damiani, Vice President, External Affairs Laurel DiBrog, Vice President of Marketing Betsy Doty, Administrative Assistant Amy Dunn, Counsel for Risk Management Cindy Eller, Vice President for Development Victor Filadora, PhD, Chief Clinical Operations Officer Pamela Germain, Vice President, Strategic Initiatives Ann Marie Gibney, Executive Assistant to the President Marianne E. Hanley, Esq., Corporate Compliance Officer Dana Jenkins, Vice President of Organizational Performance Improvement Kerry Kerlin, Chief Information Officer Boris Kuvshinoff, MD, Chief Medical Officer Terri Kothe, Vice President, Managed Care Gregory A. McDonald, Chief Financial Officer Carl D. Morrison, MD, DVM, Executive Director, Center for Personalized Medicine Jon Neumeister, Executive Director, Clinical Practice Plan Adekunle Odunsi, PHD MD, FRCOG, FACOG, Deputy Director Chair of Gynecologic Oncology, Executive Director, Center for Immunotherapy Sunita Panesar, Executive Director, Business Development and Outreach

Thomas Schwaab, MD, PhD, Chief of Strategy, Business Development & Outreach Michael B. Sexton, Esq., Chief Institute Operations Officer, General Counsel and Corporate Secretary Camille Wicher, PhD, Esq., Vice President Corporate Ethics and Research Subject Protection Lee C. Wortham, Chairman, Foundation Board I. CHAIRMAN'S OPENING REMARKS Mr. Joseph welcomed everyone to the meeting. Dr. Johnson advised all of Dr. Meir Wetzler's Memorial Service on April 24 at 3pm in the Gaylord Gary. II. MINUTES Mr. Joseph called for approval of the minutes from the December 11, 2014 meeting and the Special Board Meeting held on February 3, 2015. The minutes of the December 11, 2014 meeting and the Special Board Meeting held on February 3, 2015 were, on motion hxj Mr. Manning, seconded by Ms. Dobmeier, unanimously approved. HI. CONTRACTS/CAPITAL EXPENDITURE PROTECTS Sterile Processing Department (SPD): Management & Staffing Dr. Filadora presented on the request for approval of a new contract for the management and staffing of the Sterile Processing Department. After a bid process. Integrated Medical Systems was awarded the contract at a total cost of $3,566,952 for a 3-year term. Dr. Filadora noted that the contract envisions the possibility that RPCI will bring this function back in house prior to the end of the three years, and the contract can be terminated in that event. Mr. Sears stated that this was approved by the Finance Committee. A motion was made to approve the contract by Mr. Manning, seconded by Dr. Stewart and unanimously canted. Clinical Documentation Improvement Program Mi'. Neumeister made a brief presentation on the need for a software and training program to improve clinical documentation for record documentation and billing purposes. The greater accuracy will be positive from a compliance prospective and also may result in enhanced reimbursement. An RFP process was conducted and 3M was selected as the successful bidder. Management is recommending approval of this contract in the amount of $2,372,583 for a 5-year term. This contract was reviewed and approved at both the IT and Finance Committee meetings. A motion was made by Mr. Manning, seconded by Ms. Anne Gioia to approve the contract, which motion was unanimously earned. New Main Hospital (NMH) Retro Commissioning Mr. Sexton presented on a proposed contract in the amount of $1,303,491 to IBC Engineering to conduct a retro commissioning on the main hospital. This is phase 1 of a project and involves functional testing and repairs to the HVAC system in the hospital building. This contract will be for a 12-month term and will likely be followed by at least one or two additional phases as critical systems are identified for rehabilitation or repairs. Mr. Sexton also noted that it is likely that management will be coming back to the Board soon to enhance this project with 2

immediate remediation to the HVAC controls system in order to remediate the environmental controls to the surgical suites. A motion was made to approve the project by Mr. Manning, seconded by Ms. Dobmeier and unanimously carried. Great Lakes Anesthesia (Pediatrics) A consent agenda item was in the book. This was an additional 1-year term for Pediatric Anesthesia services by Great Lakes Anesthesia. Great Lakes is the only provider of pediatric anesthesia services in Western New York. This contract is for $500,000 for 12-months of service. There was a motion for approval by Ms. Anne Gioia, seconded by Mr. Manning and unanimously carried. Mr. Manning made a motion to move to Executive Session for the purpose of reviewing and discussing the strategic leadership report including business development matters, strategy for recruitment and retention of faculty and administration, status of several collaborative business and clinical relationships, the proposed Fiscal year 2016 budget, and a report on the upcoming CMS Site Visit. The motion was seconded by Mr. Sears and unanimously carried. IV. LEADERSHIP REPORT Dr. Morrison gave a detailed update on the Center for Personalized Medicine project. He reviewed milestones and noted that the Newco corporate entity, OmniSeq, LLC had been formed. Dr. Morrison stated that candidates for the positions of CEO, VP of Sales and VP of Marketing are being interviewed. Dr. Johnson provided an update on current recruitment activities along with recent appointments and retentions. Dr. Johnson provided status updates on the following projects: palliative care, extended hours clinic, ambulatory redesign, board retreat, delegation meeting and her upcoming Albany trip. She also reviewed recent grant awards. Dr. Johnson provided a collaboration and business development update and then introduced Dr. Kuvshinoff. Dr. Kuvshinoff discussed the upcoming CMS site visit and the steps that have been taken since the mock site visit in February. Dr. Wicher advised the board of an ethics matter. V. ALBANY UPDATE Ms. Damiani gave a brief government relations report. She informed the Board that the State budget is still in process in Albany but is expected to be finalized very soon. There is a legislative effort underway to restore some or all of the Roswell Park funding that was reduced in the original Governor's budget. Dr. Johnson will be in Albany next week to meet with Senate leaders. VI. MARKETING REPORT Ms. DiBrog provided an update on the "spend one day with us" campaign. After four months of this campaign launch, RPCI has seen an increase in new to institute patients. 3

VII. FINANCE COMMITTEE REPORT FY16 Budget Presentation Mr. McDonald reviewed the proposed budget for FY2016. He also presented a 5-year net income and cash on-hand projection with assumptions as to NYS support. Mr. Manning made a motion to return to Open Session, which was seconded by Mr. Sears and unanimously carried. FY16 Budget HRI Funding Resolution Section 203 Mr. McDonald asked if there were questions on the FY16 budget, the HRI funding resolution or the Section 203 budget filing. There being no questions, a motion hy Dr. Stewart, seconded by Mr. Manning, to approve the FY16 Budget, the below HRI Funding Resolution and the Section 203 budget filing was unanimously approved. RESOLUTION OF THE ROSWELL PARK CANCER INSTITUTE BOARD OF DIRECTORS WHEREAS, Health Research, Inc.("HRJ")5 is a New York State not-for-profit corporation, the purpose of which is, among other things, to support the health, research and academic mission of the Rosweil Park Cancer Institute ("RPCI"); and WHEREAS, in furtherance of that mission, HRI, on behalf of RPCI, administers research grants, holds title to intellectual property, negotiates patent applications and licenses, contracts with attorneys and other consultants, employs grant funded research staff as well as administrative personnel, and utilizes revenues generated through the HRI operations at RPCI to cover the costs of these activities on behalf of RPCI; and WHEREAS, in part by utilizing funding generated by intellectual property held by it on behalf of RPCI, HRI has assisted in funding the strategic recruitment plan of RPCI, which has resulted in the recruitment of significant numbers of top level physicians and scientists, which recruitment will continue on an annual basis into the future as part of RPCI's effort to attain Top Ten Cancer Center status; and WHEREAS, research grant funding administered by HRI provides for portions of the cost of research activities and laboratory support staff, and does not provide additional funding for other activities; and WHEREAS, the funding generated by royalty bearing licenses held by HRI on RPCI's behalf has become insufficient to cover all of the annual costs generated by the aforementioned activities as well as the administrative costs and expenses of technology transfer activities of RPCI, and therefore RPCI's Board of Directors has determined it to be necessary to transfer funds to HRI to cover deficits that are projected to accrue in fiscal year 2016. THEREFORE, BE IT RESOLVED, that RPCI shall transfer to HRI: (i) the sum of up to $7.66 million to cover RPCI associated costs being borne by HRI in FY2016 for strategic recruitment; (ii) up to $6.30 million for other costs associated with RPCI such as, but not limited to 4

research and administrative staff costs, attorneys fees and other costs associated with technology transfer and patent costs for RPCI intellectual property held by HRI; and be it FURTHER RESOLVED, that at its option, RPCI may refrain from requisitioning payment from HRI portions of amounts representing investigator salary recovery recovered by HRI on RPCI grants, in order to reduce the deficit RPCI will be covering as contemplated in this resolution; and be it FURTHER RESOLVED, that RPCI is authorized to allocate all amounts on its financial books and records as shall reflect these resolutions and the management determinations contemplated herein; and be it FURTHER RESOLVED, that the officers of RPCI are hereby authorized and directed to proceed as directed herein. Finance Comimrtee & Board Approval Thresholds (Yearly Review of Procurement Guidelines Mr. McDonald reviewed a proposal seeking approval to raise the procurement approval thresholds for Finance Committee and Board approval of acquisitions and purchases. The review of the thresholds constitutes the yearly review of the Procurement Guidelines. The recommendation is to increase the approval thresholds for the Finance Committee to $1M for operating expenses and $500,000 for capital expenses, and to increase the Board approvals to $2M operating and $2M capital. On motion hy Judge Martoche, seconded by Mr. Manning, the recommendation was unanimously carried. 3rd Quarter Financials FY15 Mr. McDonald reviewed the 3rd Quarter Financial statements, noting that margin is favorable to budget. On motion hy Mr. Sears, seconded hy Mr. Manning, the 3rd Quarter Financials were unanimously approved. 3rd Quarter Investment Report 3rd Quarter Investment Activity Mr. McDonald gave the Investment Report for the 3rd Quarter. On motion hy Ms. Anne Gioia, seconded by Ms. Dohmeier the Investment Report was approved, with Mr. Sears and Mr. Maiming abstaining. VIII. TECHNOLOGY TRANSFER REPORT IX. AUDIT COMMITTEE REPORT X. COMPENSATION Mr. Sears advised the board members that the Sullivan Cotter Executive total Compensation Review Report was included in the board book. 5

XL GOVERNANCE XII. INFORMATION TECHNOLOGY REPORT XIII. LEGAL/INSTITUTE OPERATIONS REPORT Litigation Report Ms. Dunn provided a litigation update. Insurance Renewals Mr. Sexton asked if there were questions with regard to the 2015 insurance renewals. There were no questions. On motion by Mr. Sears, seconded by Ms. Anne Gioia, the 2015 insurance renewals were unanimously approved. RPCI Policy & Procedure Approvals Mr. Sexton stated that the first few pages behind tab 15b are Policy & Procedures that have been approved by the Policy & Procedure Committee. Mr. Sexton asked if there were questions with regard to the Policy & Procedures in the board book. There were no questions. On motion by Ms. Dobmeier, seconded by Mr. Manning, the Policy & Procedures were unanimously approved. ByLaw Amendments Mr. Sexton asked if there were any questions with regard to the ByLaw Amendments. He stated that the PBC bylaws will now be aligned with the Medical Staff bylaws. BYLAW AMENDMENTS 1. RESOLVED, that the following Corporate By-Law amendment be approved by the Board of Directors: Section 6.2.2 of the Bylaws is hereby modified by deletion of the first sentence thereof, and by substitution in place thereof of the following: "All appointments to the Medical Staff shall be upon recommendation of the Medical Staff Executive Committee to the Board Medical Staff Credentials Committee. Initial appointment to the Medical Staff shall be for a period of one (1) year. Associate Staff are appointed for a limited term of (1) year. All appointments are subject to earlier termination for good cause as provided for and in accordance with procedures set forth in the Medical staff Bylaws. Reappointment to the Medical Staff shall be for a maximum period of two (2) years. Associate Staff may be reappointed for a limited term of up to (1) year; but the period of appointment and reappointment of an Associate Staff Member shall not exceed a total of (4) years/' 6

2. RESOLVED, that Section 5.10. of the Bylaws is hereby re-numbered 5.11., and Section 5.11. of the Bylaws is hereby re-numbered 5.12. 3. RESOLVED, that the Bylaws be amended to establish a new Section 5.10. named "Medical Staff Credentials Committee,,, to formalize the establishment of the Medical Staff Credentials Committee, which shall act on behalf of the Board of Directors to receive and act upon the credentialing recommendations of the Medical Staff Executive Committee with respect to applications for initial appointment and re-appointment to the Medical Staff, approving or disapproving same on behalf of the Board, and reporting its actions to the Board; and be it further RESOLVED, that accordingly, the following Corporate By-Law amendment be approved by the Board of Directors: Section 5.10. of the Bylaws is hereby established: 5.10. Medical Staff Credentials Committee. A Committee of the Board of Directors shall be appointed to receive, review and act, on behalf of the Board, upon credentialing recommendations of the Medical Staff Executive Committee (in this section referred to as the "Executive Committee"). The Medical Staff Credentials Committee shall consist of at least three (3) Directors, and shall consider the recommendations of the Executive Committee and shall (i) approve or (ii) disapprove the recommendations submitted by the Executive Committee. The Medical Staff Credentials Committee shall meet as often as is necessary to reasonably and efficiently maintain the Medical Staff credentialing process. The Committee shall have the authority to act on behalf of the Board, and shall in all cases, report to the Board at the Board meeting next following any action of the Committee. When the Medical Staff Credentials Committee does not concur with the recommendation of the Executive Committee, the recommendation shall be returned to the Executive Committee for further consideration along with a written explanation of the reason for such action. A time limit shall be set for this further consideration by the Executive Committee and, if the Executive Committee makes a subsequent recommendation within the time period, the Medical Staff Credentials Committee shall make a final decision regarding the application at its next meeting. If the Medical Staff Credentials Committee does not receive a subsequent recommendation by the Executive Committee within the time period, the Medical Staff Credentials Committee shall make a final action either approving or disapproving the request. On motion by Dr. Stewart, seconded by Mr. Manning, the below ByLaw amendment ivas unanimoushy approved. Contract Signature Resolution On motion by Mr. Manning, seconded by Ms. Anne Gioia, the belozu Contract Signature Resolution zvas unanimously approved. 7

RESOLUTION FOR CONTRACT SIGNATURES Whereas, Roswell Park Cancer Institute Corporation ("RPCI") on a regular basis negotiates and executes contracts for services, reimbursement of services, equipment, supply and other purchases, as well as for employment of staff and to memorialize other binding business relationships; and Whereas, the Board of Directors must periodically authorize officers of RPCI to execute written contracts on behalf of the corporation. approved Now, Therefore, on motion duly made and seconded, the following resolutions are 1. Resolved, that the following officer titles, and the incumbents from time to time occupying such titles, are hereby authorized to execute contracts on behalf of RPCI; President and Chief Executive Officer Chief Financial Officer Secretary General Counsel Chief of Clinical Services Chief Medical Officer 2. Resolved, that for third party payor contracts relating to individual patients in which a specific negotiated discount has been negotiated by an officer of RPCI, and with respect to which the total reimbursement projected to be collected, or the case rate negotiated, as the case may be, does not exceed $50,000, the RPCI Vice President for Managed Care shall have authority to execute such contracts on behalf of RPCI provided such contracts are in each case reviewed and approved in writing by the RPCI General Counsel's office. Designation of Location of Notices On motion by Dr. Stewart, seconded by Mr. Manning, the belozv Designation of Location Notices was unanimously approved. RESOLUTION AUTHORIZING PLACE OF POSTING OF MEETING NOTICES FOR BOARD MEETINGS WHEREAS, the Board of Directors has determined that it is desirable and necessary that public notice of the time, place and location of meetings of the Board be accessible to the public and therefore should be posted at conspicuous locations and in the media. THEREFORE, BE IT, RESOLVED, that written notice of all regularly scheduled and special meetings of the Board of Directors shall be posted on the Roswell Park external website, a paper copy shall be posted on the bulletin board outside of the Corporation's Human Resources Department, and a print version shall be published in the Buffalo News and in Buffalo Business First newspapers. 5

XIV. MEDICAL STAFF REPORT Medical Staff Bylaw Amendments Dr. Kuvshinoff asked for approval of the amendments/revisions. On motion by Mr. Sears, seconded by Mr. Manning, the Medical Staff Btjlazv Amendments were unanimously approved. Dr. Kuvshinoff handed out copies of the 2014 Quality book. XV. NURSING REPORT XVL CLINICAL OPERATIONS REPORT XVII. OUALITY REPORT XVIII. OTHER ISSUES There being no further business, a motion was made for adjournment by Mr. Sears, seconded by Mr. Manning and was unanimously carried. Michael B. Sexton, Secretary 9