ROSWELL PARK CANCER INSTITUTE CORPORATIONBOARD OF DIRECTORS

A meeting of the Board of Directors of Roswell Park Cancer I stitute Corporation was heldThursday, December 13,2018 at 12:00 pm in the Gaylord Cary Conference Room.

Present: Michael L. Joseph, Chairman, PresidingGregory Daniel, MDLinda A. DobmeierLeecia Eve, Esq. (phone)Donna GioiaHon. Salvatore R. Martoche, Esq. (phone)Gail Mitchell, Esq.Elyse NeMoyerR. Buford SearsDennis SzefelGregory Young, MD (designee for Dr. Zucker) (phone)Candace S. Johnson, PhD, President & CEO

Excused: Anne D. GioiaKemreth A. Manning, Esq.

Steven Weiss, Esq.Howard Zucker, MD, New York State Commissioner of Health

Present byInvitation: Holly Bowser, Vice President of Organizational Performance Improvement

Laurel DiBrog, Chief Ma keting and Communication OfficerBetsy Doty-Lampson, Board AdministratorErrol Douglas, Vice President of Human ResourcesAmy Dunn Kirkpatrick, Esq., Senior Counsel for Risk ManagementCindy Eller, Chief Development OfficerMarc Ernstoff, MD Chair, DOM and SVP for Clinical InvestigationAnn Marie Gibney, Executive Office Administ atorPamela D. Giesie, MSN, RN, Chief Nursing OfficerLeah M. Halton Pope, Director, Government & Community RelationsShirley Johnson, BSN, RN, MSN, Chief Nursing OfficerLaura Rrolczyk, Vice President of External AffairsBoris Kuvshinoff, MD, Chief Medical OfficerGregory A. McDonald, Chief Financial OfficerAdekunle Odunsi, MD, PhD, Deputy Di ector & Chair of Gyn OneThomas Schwaab, MD, PhD, Chief of Strategy, Bus Dev & OutreachDavid C. Scott, Director, Diversity & InclusionMichael B. Sexton, Esq., Chief Administrative Officer,

General Counsel and Corporate SecretaryTherese L. Wareham, Managing Director & CEO, Kaufman Hall

CHAIRMAN OPENING REMARKS

Mr. Joseph welcomed eveiyone to the meeting.

II. MINUTES

Mr. Joseph called for approval of the minutes from the August 30,2018 Board meeting andthe October 31, 2018 Special Board meeting. The minutes of the August 30 and October 31, 2018meetings were, on motion by Mr. Sears, seconded by Ms. Mitchell, unanimously approved.

Mr. Manning made a motion, seconded by Ms. NeMoyer, to move the meetingproceed to Executive Session for the purposes of receiving a report from the ChiefExecutive Officer reg rding job restructuring in the Executive team.

Executive session closed, and at that point, all other attendees were invited back into the

meeting.

Mr. Manning made a motion, seconded by Ms. Nemoyer, to move the meeting toExecutive Session for the pur oses of reports on Business Development, fundraisinginiti tives, litigation, Institute Operations, government relations, clinical matters,marketing and a recommendation from the Finance Committee regarding Omniseq.

IV. LEADERSHIP REPORT

OmniSeq, Inc.

Mi\ Sears advised that the Finance Committee had received a report the previous day on aproposed financial restructuring of Omniseq, Inc. Mr. Joseph also made comments indicating hisbehef that this proposal presented an opportunity for Roswell Park to recover its invested funds in

Omniseq.

Mr. Sears provided a summary of the potential transaction with OmniSeq. Mr. Sexton reada resolution with regard to this transaction. A motion was made by Ms. Mitchell to approve theresolution, which was seconded by Ms. Dobmeier. Mr. Sears and Dr. Johnson abstained.

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NCI CCSG GRANT

Dr. Joh son asked that all board members review the NCI Summary Statement. She statedthat the CCSG team did an excellent job and that Roswell Park did extremely well on this renewal.Dr. Johnson also announced the following promotions: Dr. Ermelinda Bonaccio to Chair ofDiagnostic Radiology, Pamela Giesie to Chief Nursing Officer and new hire Thomas Furlani, ChiefInformation Officer. Mr. Sexton also informed the Board that Adam Rosen had been selected asChief Information Security Officer.

Diversity Forum VideoA video was presented of a Diversity Forum held earlier in the month. After review of the

video. Dr. Johnson thanked David Scott, RoswelTs Director of Diversity and Inclusion, for tireexcellent work he does for Roswell Park.

Development UpdateMs. Eller provided a Development update. Ch rity Navigator recognized Roswell Park

Alliance Foundation as a 4-star rated charity. Ms. Eller provided an update on the strategic goalsof the foundation, and provided highlights of the various events that have taken place to raisefunds.

Chief Medical Office s UpdateDr. Kuvshinoff provided information about a new Peer-Review com ittee that would

rectify deficiencies in the peer review process and bring the Medical Staff Peer Review compliantwith statutory requirements and regulatory standards. A motion was made by Mr. Sears toapprove the formation of a Medical Staff Peer Review Committee to meet monthly with 12 votingmembers of the medical staff, nd to adopt a corresponding Medic l Staff Bylaw amendment tothat effect, which was seconded by Mr. Szefel and unanimously car ied.

Dr. Kuvshinoff also spoke about the strategic plan to expand the capabilities of theAdvanced Practice Providers (APP), to improve patient access to care. A motion was made by Mr.Szefel to approve the Rules and Regulations - 6.9 Medication and PRN Orders, which wasseconded b Ms. Dobmeier, and unanimously earned.

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Business Development UpdateMs. Wareham provided an update on the strategic plan. She outlined what Roswell Park

needs to do to be successful. Dr. Schwaab provided an update on business development activitiesin the Northtowns and South towns.

Ambulatory UpdateInformational only.

Government Relations UpdateInformational only.

Marketing UpdateInformational only.

V. LITIGATION NSTITUTE OPERATIONS REPORT

Liti ation ReportInformational only.

Policy & Procedures Committee ReportInformational only.

Bank Resolutions

Mr. Sexton reviewed several banking resolutions required to correspond to new executive

placements. Mr. Sexton advised the board that he needed to update the bank resolutions to addShirley Johnson and remove Victor Filadora. There being no questions, Mr. Sexton asked forapproval of the resolutions.

On motion by Ms. NeMoyer, seconded by Ms. Donna Gioia, the Blanket Bank Resolutionwas unanimously approved.

On motion by Ms. NeMoyer, seconded by Mr. Szefel, the Wilmington Bank resolution wasunanimously approved.

On motion by Ms. Mitchell, seconded by Ms. Donna Gioia, the HSBC Bank resolution wasunanimously approved.

These resolutions were ordered annexed to the minutes.

Mr. Sexton then called for approval of new contract signatories, also to account for thechange in officer identities. On motion by Ms. Dobmeier, seconded by Ms. Donna Gioia, thefollowing Resolution for Contract Signatures was unanimously approved.

2019 Board & Committee MeetingsInformational only.

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A motion was made by Dr. Daniel and seconded by Ms. NeMoyer to returnto Open Session, which was unanimously approved.

VI. CONTRACTS/CAFITAL EXPENDITURE PROTECTS

The following contracts were, upon recommendation of the Finance Co mittee, approved:

SubstationOn motion by Mr. Szefel, seconded by Ms. Mitchell, the contr ct for the substation

reconstruction was unanimously approved.

Linen ContractOn motion by Ms. Dobmeier, seconded by Ms. NeMoyer, the linen supply contract was

unanimously approved.

Staff AugmentationOn motion by Ms. Mitchell, seconded by Mr. Szefel, the staff augmentation contracts were

unanimously approved.

Blood Product SuppliersOn motion by Ms. NeMoyer, seconded by Dr. Daniel, the blood product suppliers contracts

were unanimously approved.

Tem orary Professional NurseOn motion by Ms. NeMoyer, seconded by Ms. Mitchell, the temporary professional nurse

staffing services contract was unanimously approved.

VII. SINGLE/SOLE SOURCE

Sole source approval was iven after evaluation of submitted justifications for thefollowing procurements:

MIPSOn motion by Ms. Dobmeier, seconded by Ms. NeMoyer, the MIPS single source was

unanimously approved.

Cirius Extension .On motion by Ms. Mitchell, seconded by Dr. Daniel, the Cirius extension sole source was

unanimously approved.

Invision ExtensionOn motion by Ms. NeMoyer, seconded by Ms. Mitchell, the Invision Extension single source

was unanimously approved.

VIII. 2ND QUARTER COMBINED FINANCIAL

Mr. McDonald reviewed the second quarter financial results. On motion by Ms. NeMoyer,seconded by Mr. Sears, the 2"d Quarter Financial Statements were unanimously approved.

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IX. FY20 BUDGET SUBMISSION TO NYS ABO

Mr. McDonald reviewed the FY 2020 NYS ABO budget submission, and compared it to theCor orate budget to be approved in March, 2019. The FY20 Budget submission to NYS ABO was,on motion by Mr. Szefel, seconded by Mr. Sears, unanimously approved.

X. 2ND QUARTER investment activity

Mr. McDonald reviewed the investment results for the second quarter. The 2nd qtiarterinvestment report was, on motion by Mr. Szefel, seconded by Ms. NeMoyer, approved. Ms. Donna

Gioia and Mr. Sears abstained.

XL AUDIT REPORT

Mr. Szefel advised that Freed Maxick will continue as Roswell Park s outside audit firm.

XII. GOVERNANCE REPORT

2019 Committee Structure ChangesMs. Donna Gioia reviewed the 2019 committee structure changes. The committee

assignments were evaluated and recommended by the Governance Committee, and based uponthat Committee s recommendations, the following Committee assignments were proposed.

Proposed 2019 Board & Committee Members

Board Members Governance Finance Compensation Business

Development

Michael Joseph - ChairLinda DobmeierAnne GioiaDonna GioiaKenneth ManningJudge SalvatoreMartocheGail MitchellElyse NeMoyerGregory Daniel, MDBuford SearsDennis SzefelSteven WeissHoward ZuckerLeecia EveCandace Johnson, PhD

Donna Gioia - Chair

Anne GioiaLinda DobmeierMichael JosephDennis SzefelElyse NeMoyerSalvatore Martoche

Buford Sears - ChairMichael Joseph

Steve WeissKenneth ManningDennis SzefelElyse NeMoyer

Buford Sears - Chair

Donna GioiaMichael JosephGail MitchellAnne Gioia

Michael JosephLinda DobmeierKennethManningR. Buford Sears

Dennis SzefelSteve Weiss

Legal Tech Transfer Corporate Compliance Ql Committee

Gail Mitchell, Chair Nora Sullivan - Chair* Linda Dobmeier, Chair Anne Gioia

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Steve Weiss June Hoeflich Dennis Szefel Donna Gioia

Gregory Daniel Michael Joseph Donna Gioia Elyse NeMoyer

Ken Manning Noah Rifkin Linda Dobmeier Judge Martoche

Leecia Eve Buford Sears Kenneth Manning Linda Dobmeier

Ken Manning Elyse NeMoyer Gail MitchellJoseph Dunn Judge MartocheGreg Daniel Gregory Daniel, MDSalvatore Martoche Leecia Eve

Steve Weiss

IT Audit Board Credentials

Kenneth Manning - ChairChris LorenzShaun StoltzInder KoulElyse NeMoyerGregory Daniel, MDChuck FriedGenevieve SchimpfleGail Mitchell

Dennis Szefel, Chair

Michael JosephGail MitchellAnne GioiaFrank EwingMark Kercher

Elyse NeMoyerLeecia EveLinda Dobmeier

Linda Dobmeie - Chair

Steve Weiss

Elyse NeMoyer

Yearly Review of Succession PlanThe CEO Succession Plan was reviewed, with no changes. The succession plan was, on

motion by Ms. NeMoyer, seconded by Mr. Sears approved.

XIII. IT UPDATE

Dr. Johnson advised that the CIO position has been filled. Thomas Furlani will start inJanuary, 2019. The Chief Information Security Officer position has been filled by Adam Rosen,who was the interim chief.

XIV. MEDICAL STAFF REPORTInformational only.

XV. NURSING REPORTInformational only.

XVI. CLINICAL OPERATIONS REPORTInformational only.

There being no further business, a motion was made for adjournment by Mr. Sears,seconded by Dr. Daniel and was unanimously carried.

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Michael B. Sexton, Secretary

Bank Resolutions

RESOLUTION

RESOLVED: That the signatory Bank below (the Ba k ) be, and hereby is, designated adepository of funds of Roswell Park Cancer Institute Corporation (the "Depositor"), with authorityto accept at any time for the credit of the Depositor deposits in checking, savings, money marketsavings, term or any other account, by whomsoever made in whatever manner endorsed; and

RESOLVED: That the Bank shall not be liable in connection with the collection of such items thatare handled by the Bank without negligence; and

RESOLVED: That the Depositor assumes full responsibility for and shall indemnify the Bankagainst all losses, liabilities and claims resulting from payments, withdrawals or orders made inaccordance with, or from actions taken in good faith and in reliance upon, these Resolutions; and

Payment Orders

RESOLVED: That the B nk be, and hereby is, authorized and directed to certify, pay or otherwisehonor all checks, drafts, notes, bills of exchanges, acceptances, undertakings and other instrumentsor orders for the payment, transfer or withdrawal of money for whatever purpose and towhomsoever payable when such instruments and orders are properly made, signed, or endorsedby the signature, the actual or purported facsimile signature or the oral direction of any one of theauthorized signers below; and

RESOLVED: That any authorized signer acting alone be, and hereby is, authorized on behalf ofthe Depositor to endorse, negotiate and collect any and all checks, drafts, notes, bills of exchange,acceptances, undertakings and other instruments and to open and close and update informationon any account of the Depositor at the Bank; and

Funds Transfers

RESOLVED: That any of the authorized signers below acting alone be, and hereby is, authorizedon behalf of the Depositor to instruct, orally or by such other means as the Bank may make availableto Depositor, the Bank to initiate the transfer of funds by wire, telex, automated clearinghouse,book entry, computer or such other means, and to execute a reements with the Bank for the

transfer of funds from any of Depositor s accounts and to delegate from time to time to other-persons the authority to initiate the transfer of funds from any such account; and

Additional Resolutions

RESOLVED: That the Bank may rely on any signat re, endorsement or order and any facsimilesignature or oral instruction reasonably believed by the Bank to be made by an authorized signer,and the Bank may act on any direction of an authorized signer without inquiry and without regardto the application of the proceeds thereof, provided that the Bank acts in good faith; and

RESOLVED: The Bank may rely on this document and on any certificate by an authorizedrepresentative of the Depositor as to the names and signatures of the authorized signers of the

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Depositor until the Bank has actually received written notice of a change and has had a reasonableperiod of time to act on such notice; and

RESOLVED: That the Depositor agrees to notify the Bank promptly and in writing of any changein (a) these Resolutions, (b) the identity of persons authorized to sign, endorse or otherwiseauthorize payments, transfers or withdrawals, (c) ownership of the Depositor or the Depositor slegal structure or status, including the Depositor's dissolution or ba kruptcy; and

RESOLVED: That any of the following named persons, holding the following offices of theDepositor be, and hereby are, designated at the authorized signers to act on behalf of the Depositorin accordance with the above resolutions:

DATED THIS 13 h DAY OF DECEMBER 2018:

Candace Johnson, President and CEOCandace. fohnson@RoswellPa k.o g.

716-845-8300

Gregory A. McDonald, Chief Financial OfficerG e .McDonald@RoswellPark.or 716-8 5-7181

Michael B. Sexton, Chief Administrative OfficerMichael.Sexton@RoswellPark.org:716-845-8717

Shirley A. Johnson, Chief Clinical Operations OfficerShi ley.Tohnson@RoswellPark.or 716-845-3239

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Boris Kuvshinoff, Chief Medical OfficerBoris.Kuvshinoff@RoswellPark.org:716-845-7724

CERTIFICATE OF A THORITYfor

I, Michael Sexton the duly ap ointed Chief Administrative Officer an General Counsel of Client (as defined below)authorized to certif the approved actions o Roswell Park Cance Institute (the Client ), <iE) corporation gene alart ership D li ited partne shi limited liability co pany sole proprietorship organize or o erating under

the laws of„_. , hereby ce tify that a eeting of Client s Boar of Directors or othe gove ning body (the “Boa d") dulycalle an hel , o by unani ous ritten consent or other metho rovi ed by a plicable la or governing document, thefollowin resolutions were duly ado te and remain in full orce and ef ect:

RBSOI-VBD, that (he Client hereb authorizes:

TitloiPrc ident and CEO

TitlciChief Financial Office

TitlciChief Administrative O icer an General Coun el

TitlciChief Medical Officer

TitlciChief Clinical O e ations Officer

(each an “Authori ed Officer and collectively, the Aut o ized O ficers"), o any one of them, in the name an n be alf ofthe lient, to com lete, execute an delive t the Global Ca it l arkets ivision of' &T Bank or any subsidiary or affiliatethe eof includin , but not li ited to, Wilmington Trust; National Association (collectively, M&T Ban ”) a reements in aform acce ta le to s ch Authori e Officer fo the provision of custo y, escrow, trust, funds trans er, invest ent manage enta invest ent a viso y ser ices, inclu i an amendment ag eements o othe documents relate thereto and to execute

e fect tran acti ns un er an give n tice , ce tificatio an i structions with res ect to uch agree ents, as suchAut orized Officer eems necessary o a opriate from ti e to time; n it is fu t er

RESOLVED, that Client he eby ratifies and confirms all action taken y it prior to the ate hereof in connection withsuch a ee ents execute an delivere to M&T B nk; and it i f rther

RESO VE , that t e Aut orized Office s are. an e ch of them is, e eby authori e to designate f om time to ti eti ; ccounts subject t s ch ag eement , and desi nate f om time t time the individuals who ma execute o e fecttra sacti n un er and ive notices, certifications an inst uction with re pect to s ch agree e ts, such in ivi ual designatedits Authorize Representatives; an it i urther

ESO VED, that &T Bank be and hereby is authorize to rely n die actual or u ported signat res of an ofClient’s Authorize Officers and Authorized Repre entative . Until M&T Bank has actually receive and ha a easonabletime to act on written notice from Client revoking such a tho ity; &T Bank shall be entitle t rely on the authority g antedhe ein; an it is f rther

RESOLVED, that Clie t hall efen , in emni y and hol M&T Bank har less om and against nil liabilities,costs, and ex ense (inclu ing, but ot li ited to, atto neys fees and isbu sements) i cu red by &T Bank incon ection ith the honorin o any signature, instruction o action of an Authorize Officer or AuthorizedRe resentative, or the efu al to hono any signature, i struction o action of an erson ho is not an Autho ize Office or Authorize Re esentative f Cli nt; an it is further

C.'eriilieute or Authorizi g ResolutionsRev (02/17)

Pn e 1 of2

RPSOLVED. that these resolutions superce e all rior esolutions on the subject to which t ey pertain, and shallemain in lull fo ce and effect and bin ing u on Client u til M&T Bank lias actually received and had a easonable lime to actn any s bsequent Certificate, of Authority; p vi ed, that these resolutions arc li ited in application to the services ecifiederein provided by the Global Ca ital Markets ivision of &T Bank an do not u erce e o affect in an way the

continuing vali ity of other resolutio s provi ed to M&T Bank i re ard to acc unts that re se viced r er ices that areprovi ed b ny oilie ivision o de artment of &T Bank, including but not limited t account a d ervices rovided byCom ercial De osit Se vices and Treasu y Man gement Services.

IN WITNESS WHEREOF, I have exec ted t is Cerliticale of Aulhorily (his ay of ,

ignature:

Name:

Title:

Wllminoton Trust" Is a service mark enco passincj the trust a d investment business ot M&T Bank and of some ol &T Bank s subsidiariesand affiliates, serving Individual and instllullonal clients, The su sidiaries and affiliates inclu e Wilmington Trust Company (operahng only mDelaware) Wil ington Trust, N.A., ilmington Trust Investment A isors. Inc., an Wilmington Trust Invest ent anagement LLC, as watl asseveral other Inves ment a visor affiliates. F r additional information regar ing the Wilmington Trust brand, underlying entitles, or pro ucts andservices offer d, lease visit our web site at VA w.wil i nloiiltiisl.oo .

ert I lie l u of Authorizing Rcstiliilio sRcv((«/I7)

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Cer ified Copy of Cor orate oard Resolutio s

us com»anv Legal Name: Roswell Park Cancer Institute Corporation ( Corporation )

The undersigned hereby certifies that the follo ing is a true copy of resolutions duly adopted by the Board of Directors at a meetingeld on the date set forth below; that a quorum was present throu ho t such eeting; that such resolution ave not beenescinded o modified and are still In full force an effect; hat neither tire sai resolutions nor any action taken or to be taken

pursuant thereto are or ill be In contra ention of any provisions of the Certificate of Incorporation or the By-La s of the

Corporation. Resolved:

A. THAT the Corporation hereby designates HSBC Bank USA, N.A. (the Bank ) as a deposito y of the Cor oration.

. THAT the designated Authorized Indi iduals are authorize to exercise on behalf of the Corporation, subjec to the Ban 's termsan con ition governing com ercial de osit accounts, Terms & Char es Disclosure an other ancillary terms, conditions an

isclosures (If a licable), gov rnmental laws and re ulations overnin checking, savings and other ban accounts an otherban ing transactions, as amended from time to time, all of the following powers:

C. THAT the desi nate Authorized Individuals are authorize on behalf of the corporation; (1) to a ree to the Bank's terms andconditions overnin commercial epo it a counts as amended from time to time; (2) to open and close accounts in the ame ofthe Cor orati ; and (3) to act as or esignate or remove Transactional Si ne s fro time to time as the case may be as esi natedon a Business Deposi Account A reement or the si ila authorization documentatio : (a) to ign orporation chec s, rafts orother r ers with respect to any funds at any ti e(s) to the cre it of the Cor oration with the B nk and/or a ainst any account(s) ofthe Corporation aintaine at a y tlme(s) ith the Ban , inclusive of any checks, drafts or other orders; (b) to make withdra als atany ti e of any such fun s or fro any such account(s) by any othe means authorized by the Bank, including (withou limitation) a

ebit car , a terminal or other device, or facility providin access to any such fun s or account(s); and (c) to issue stop aymentinstruction with res ect to any checks, drafts or other orders and reconciliatlon(s) of such nccount(s).

D. THAT any check d a n In the name of the Corporation may be signed ith the facsi ile sl natufe(s) of any designatedTransactional Signer an the Bank shall be entitled to char e any such check to the Corpor tion's account(s) regardless of by whomor by hat means the actual or ur orted facsimile signature(s) may have been affi ed, if such signature or signatures resemble thefacsimile specl en(s) duly certified to or fil d with the Bank.

E. THAT the desi nated Authorized In i iduals may give instructions for transfer of funds by letter, or electronically, by onlineInternet bankin , (such as HSBCn t or another medium acce table to the Bank), subject to the Bank's terms and conditions for suchservices. The de ignated Authorized Indivi uals may be authorized to delegate fun s transfer authority to pe sons not named inthe e resolutions ursuant to the erms and conditions of the online Internet banking (or other electronic ban ing) services. TheCo poration authorizes such elegation subje t to the applicable terms and conditions for funds transfer se vices,

, THAT the designated Authorized Individuals are hereby autho ized to access any el ctronic si nature platform used by the Bankfrom time to time, and to electronically execute for the Corporation i sai la for , any bank or service a reement, or anydocu en , mandate or inst uction otherwi e authorized und r the e Resolutions, and such electronic signature will have the samelegal validity, enforceability and admissibility as would an original ot si nature and shall le ally bind the Corporation to the te msand condi ions there

G. THAT the esi nate Authorize Indivi uals are hereby authorize on behalf of the Corporation to enter Into any a reementrelating to any general or s ecific transaction wit the Ba k, Including wire transfe or automate fund transfer, cash management,electronic banking or other banking services, and designate agent of the Corporation thereunder; and in connection ith any of theforegoing, on be alf of t e Corporation, to deli er or recei e pape s or pro erly, to make, ithdraw or waive any demand; and toma e, e e ute and deliver notes, obligations, uaranties, assig ments, Indemnities, a reements and without limitation, otherinstrume t an roperty, as such Authorized Indivi uals acting pursuant to t is authorization may in his or t eir discretion eem

advisable.

H. THAT the designated Aut orized Indi iduals may: (1) borrow money or obtain credit in the name of the Corporation from theBank on ny terms, an sign, execute and eliver any related a reeme t, romissory notes or other evidences of Indebtedness on

any terms I fu therance of such purpose; (2) ap ly for letters or othe forms of credit; (3) pled e, mortgage, or otherwise c eate asecurity Interest In o any other lien upon all or a y of the property of the Corporation as security for any loan, cre it or

REV October 2018

Certified Copy of Cor orate Boa Resolutionsaccommodation from the Ban ; (4) authorize or request the Ban to purchase, exchange, sell, receive, deli er or otherwise deal inor with bonds or other securities an forei n xchange for the account of the Corporation; and in connection with the foregoing, todeliver an receive papers or roperty, to make, execute and deliver notes, obligations, guaranties, endorsements, assi nments,

receipts, waivers, inde nities, greements and without li itation, other inst uments and roperty, as such Authorized In ividuals,or any of them acting ursuant to this authorization may in his or their discretion deem ad isable.

I. THAT the President, Secretary or any Assistant Secretary of the Cor oration m y certify to the Bank from time to time, t e namesof ersons holdin the titles of Authorize Indivi uals, where authoriz tion Is by title, togethe ith specimen si natures, and theBank may ely on such ertifications. The Bank sh ll be fully prote te in relying on any certification an shall be Indemnified an hel ha less f om any loss, c st, damage, or ex en e resultin f om or arisi g out of the hono ing of any i natures so ce tified ortlie refusal to honor any si nature not so certified. Ho ver, any chan es to th Authorize Individual liste above ill require a

ne resolution submitte to the Bank.

J. THAT all transaction heretofore had on behalf of this Cor oration with the Bank be and hereby are r tified, confirmed andapproved and the Bank may rely upon these Resolutions an the Certificate of the Secretary or Assistant Secretary of thisC oration until written otice of their revocation ha been rec ived by the Bank in accordance with the notification provisions i the terms and conditions governing the Cor oration s commercial eposit account(s).

Chec one box below to in icate manner of signing

AnyOne IZiAnyT o

Of the Authorize In lvldual(s) listed below is/a e authorized i accordance ith these Resolutions

Name Signature Title Wo Phone II

Candace Johnson President and CEO 716-845-5772

Gregory McDonald Chief Financial Officer 716-845-8569

Michael Sexton Chlal Admmlslralive OlliMf nnd Gor.orol o nlt'l 716-845-8717

Boris Kuvshinoff Chief Medical Officer 716-845-7724

S irley Johnson Chief Clinical Operations Officer 716-845-3239

1 certify that above are t ue co ies of tire esolutions roperly ado te by the Board of Di ectors of tire Cor o ation, a e in fullforce a effect, an have not since been amended or rescinded. The Ban may reiy on these Resolutions until it en notice ofamen ment or rescission has been receive and the Ba has a easonable oppo tunity to act on the notice.

bale of Board of Ulroctors Msetl ij Secretary Signat re

To ay s Date Print Name

REV October 2018

Whereas, Roswell Park Cancer Institute Corporation ( RPCI ) on a regular basis negotiatesand executes contracts for services, reimbursement of services, equipment, supply and other

purchases, as well as for employment of staff and to memorialize other binding businessrelationships; and

Whereas, the Board of Directors must periodically authorize officers of RPCI to executewritten contracts on behalf of the corporation.

Now, therefore, on motion duly made and seconded, the following resolution is approvedeffective December 13,2018:

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-Deputy Director-Chief Financial Officer-SecretaryGeneral CounselChief Clinical Operations Officer-Chief Medical Officer

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