GLOBAL GENOMICS AND BIOINFORMATICS RESEARCH INSTITUTE

THE RESEARCH INSTITUTE IS A VIRGINIA NONPROFIT, NONSTOCK CORPORATION ORGANIZED FOR MEDICAL RESEARCH AND SCIENTIFIC PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THE RESEARCH INSTITUTE WAS A VISIONARY INITIATIVE OF ITS PRINCIPAL MEMBERS; INOVA HEALTH SYSTEM FOUNDATION, UNIVERSITY OF VIRGINIA, AND GEORGE MASON UNIVERSITY, ALL PROMINENT TAX-EXEMPT ORGANIZATIONS, ALL OF WHICH ARE ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND/OR STATE INSTRUMENTALITIES.INOVA HEALTH CARE SERVICES ("IHCS"), A VIRGINIA NON-STOCK CORPORATION WHOLLY CONTROLLED BY INOVA, IS THE OWNER OF THE FORMER EXXONMOBIL CAMPUS IN FALLS CHURCH, VIRGINIA, (THE "ICPH CAMPUS"). IN THE CONTRIBUTION AND COLLABORATION AGREEMENT (THE "CCA") ENTERED INTO AS OF SEPTEMBER 14, 2018 AMONG THE PARTIES, THE PARTIES AGREED TO TAKE CERTAIN ACTIONS IN FURTHERANCE OF RETROFITTING "BUILDING C" ITS ADJOINING "BUILDING TOWERS AND CERTAIN OTHER "CAMPUS" IMPROVEMENTS (COLLECTIVELY, "BUILDING C") ON THE ICPH CAMPUS, WHICH WAS PREVIOUSLY COMMERCIAL OFFICE SPACE, FOR RESEARCH LABORATORIES, TOGETHER WITH SPACE IN OR ADJACENT TO BUILDING C FOR A VIVARIUM AND BIOREPOSITORY FOR THE INSTITUTE.THE PARTIES ANTICIPATED THAT THE RESEARCH INSTITUTE WOULD ENGAGE IN GENOMICS, BIOINFORMATICS AND OTHER RESEARCH ACTIVITIES CONSISTENT WITH ITS ARTICLES OF INCORPORATION, ITS BYLAWS ADOPTED IN ACCORDANCE WITH ITS ARTICLES OF INCORPORATION, APPLICABLE LAWS, AND THE RESEARCH INSTITUTE LEGISLATION.DUE TO VARIOUS INTERVENING CIRCUMSTANCES, THE PARTIES HAVE CONCLUDED THAT EACH CAN BETTER ADVANCE ITS RESPECTIVE MISSION BY MODIFYING THE SCOPE OF THE RETROFITTING OF BUILDING C, BY DISCONTINUING THE INSTITUTE, AND IN THE CASE OF UVA AND INOVA BY COLLABORATING DIRECTLY TO FURTHER THEIR RESPECTIVE MISSIONS AT THE ICPH CAMPUS. ACCORDINGLY, THE ENTITY IS WINDING DOWN AND MAKING PREPARATIONS FOR FINAL DISTRIBUTION OF ITS ASSETS TO FURTHER THE ORGANIZATION'S AND THE PARTIES' CHARITABLE PURPOSES.