ROSWELL PARK CANCER INSTITUTE CORPORATIONFINANCE COMMITTEE

OF THEBOARD OF DIRECTORS

A meeting of the Finance Committee of the Board of Directors of Roswell Park Cancel-Institute Corporation was held on Wednesday, October 22, 2014 at 8:00 am in the Patrick P. LeeBoard Room, 8th Floor, Main Hospital Building of the Institute.

Present: R. Buford Sears, Committee ChairpersonMichael Joseph, Chairman of the BoardLinda DobmeierDonna GioiaKenneth Manning, Esq.Thomas Stewart, Ph.D.Dennis SzefelSylvia TokaszDonald L. Trump, M.D., FACP, President & CEO

Excused: Anne Gioia

Present byInvitation: Lisa A. Damiani, Vice President, External Affairs

Betsy Doty, Administrative AssistantArmen Gallucci, Vice President, Business Development & OutreachPamela Germain, Vice PresidentRyan Grady, Director, Finance TransformationCandace Johnson, Ph.D., Deputy DirectorKerry Kerlin, Chief Information OfficerGregory A. McDonald, Chief Financial OfficerCarl Morrison, Director, Center for Personalized MedicineSunita Panesar, Executive Director, Business Development & OutreachAnthony L. Picone, M.D, Medical DirectorMichael B. Sexton, Esq., Chief Institute Operations Officer,

General Counsel and Corporate SecretaryDavid Taber, Assistant Vice President, Fiscal AdministrationJoyce Yasko, Ph.D., Chief Clinical Operations Officer

Nancy J. Kelley & AssociatesNancy J. Kelley, PresidentDavid Whalen, MBAAidan Apel, BA

PriceWaterhouseCoopersGeoff CoffmanReatha ClarkBill Luallen

Phil Green, ConsultantJohn D'Andrea, Esq., Attorney

l/il opening/minutes

Mr. Sears, the Committee Chairman, opened the meeting at 8:03 am and made openingremarks. Mr. Sears then called for a review of the Minutes for the Finance Committee meetingheld June 12, 2014. There was a correction made to the minutes and after discussion, a motionwas made by Mr. Manning and seconded by Ms. Tokasz to approve the Minutes as amended,and the motion was unanimously carried.

a motion was made by Mr, Manning, seconded by Ms. Dobmeier to proceedto Executive Session, for review and discussion of business development activities, NYSBudget updates and review of the Transformation Implementation Assistance Services.The motion was unanimously cairied to proceed to Executive Session.

iii. albany update

Ms. Damiani gave her Albany report and there was brief discussion. Mr. Sexton andMs. Damiani also notified the Committee of the meeting held with the facilities group of theDepartment of Health for the purpose of discussing bond funds held in a building repair andreplacement reserve fund in Albany. The Department of Health wishes to borrow about $4Mfrom that building reserve account, most of which is to the credit of Roswell Park. There was a

discussion.

iv. personalized medicine center protect

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On motion by Mr. Manning, seconded by Mr. Sears, the meeting proceeded toOpen Session; the motion was unanimously carried.

There was a discussion as to the proposed allocation of $5.4 million to the Genomicsproject which will fund the project for the remainder of the fiscal year. A motion was made byMr. Manning, seconded by Ms. Donna Gioia to allocate $5.4 million to fund the Genomicsproject for the rest of fiscal year 2015. That motion was unanimously carried.

A motion was made by Mr. Manning, seconded by Ms. Gioia for the meeting toreturn to Executive Session, for discussion of a business outreach proposal. The motionwas unanimously carried.

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V. BUSINESS DEVELOPMENT UPDATE

VL TRANSFORMATION PROTECT

Mr. Manning made a motion, seconded by Mr. Joseph to move the meeting backto Open Session. That motion was unanimously carried.

VIL CONTRACTS/CAPITAL EXPENDITURE PROTECTS

Mr. Sears moved the meeting to approval of large contracts. The first contract was theMicrosoft Software Licensing True-up contract, which is a 5-year true-up of licensing approvedusers, and was presented by Mr. Kerlin. This licensing true-up will cost $1,443 million. Afterdiscussion, there was a motion by Mr. Manning, seconded by Ms. Dobmeier to approve, whichwas unanimously carried.

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Dr. Picone spoke on die Physician Assistant (PA) Nocturnists contract. Since SurgicalOncology fellows are no longer permitted to perform night call, it is necessary to contract fornight-time inpatient coverage. An RFP was done for 2015. A single-source pilot has been doneat the present time. As a result of the RFP a contract is proposed to be let for $2.5 million, whichis a three-year contract with a two-year option. The $2,504 million is for the entire 5 years. Onmotion by Mr. Manning, seconded by Ms. Gioia, that contract was unanimously approved.

Dr. Yasko presented on the proposed Extended Hours Ambulatory Center (EHAC),which is to be constructed and staffed at a cost of $4.2 million. This will provide coverage forRoswell Park patients after hours from 5:00 pm to 1:00 am. A pilot was done beginning in May,2014 and that was a success. Dr. Yasko gave a full review of the proposed phase-in of theproject, and financials were reviewed. As a result of an RFP, only one group responded, thatbeing MASH started by a group of local emergency physicians. On motion by Ms. Tokasz,seconded by Mr. Manning, that contract was unanimously approved.

The following contracts were reviewed and approved on consent approval basis on thenarratives and financials presented in the meeting book:

© Freed Maxick Audit Services - $875,000

® Buffalo Life Sciences; Electrical Upgrade - $800,000 share of $1. 6 million project

0 Replenishment of the Technology Transfer fund - $850,000 recommendation to theBoard

Those three consent approvals were made on motion by Mr. Manning, seconded by Ms.Tokasz, and unanimously carried.

It was noted by Mr. Sears that in the book a budget review for the clinical sciences centerconstruction was included. The project is currently substantially on time and is on budget.

viil 1st quarter combined financial statement

Mr. McDonald then gave a brief review of first quarter financials for the quarter andyear-to-date. He also reviewed variance reports and volumes, which remain somewhat

depressed. After discussion, there was a motion to approve the 1st Quarter financials by Mr.Joseph, seconded by Ms. Tokasz, and unanimously carried.

IX. 1st QUARTER INVESTMENT ACTIVITY

The investment report was reviewed and on motion by Ms. Tokasz, seconded by Mr.Stewart, the 1st quarter investment report was approved with Mr. Sears and Mr. Manningabstaining.

X. OTHER ISSUES

Mr. Sears thanked everyone for attending the meeting. He recognized Dr. Trump as thisis Dr. Trump's last Finance meeting.

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There being no further business, a motion was made for adjournment by Ms. Tokasz,seconded by Mr. Manning and was unanimously carried.

The next Finance Committee meetim is scheduled for Wednesday, December 10, 2014 at8:30 am in the Patrick P. Lee Conference Room.

Michael B. Sexton, Secretary

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