Investment Committee Charter

(Adopted: November 10, 2009)

PURPOSE AND ORGANIZATION

There shall be a committee of the Board of Directors (“Board”) of the Kansas Bioscience Authority (“Authority”) known as the Investment Committee (“Committee”). The Committee will assist the Board in fulfilling its responsibilities by assisting with the evaluation of financing considerations for the Authority’s endeavors and projects and by assisting with the investment of Authority funds in projects contemplated by the Kansas Bioscience Authority Act (the “Authority Act”), including without limitation, assisting with the creation and ongoing review and revision of Authority guidelines regarding the investment of such funds. The Committee may also have such other duties as may from time to time be assigned to it by the Board. The Committee may retain investment consultants and advisors in its sole discretion and at the Authority’s expense.

The Chairperson of the Board will determine the number of members of the Committee from time to time, which number will not be less than three (3). The Chairperson of the Board will appoint the members of the Committee from among the directors on the Board. Members of the Committee may not receive compensation, either directly or indirectly, from the Authority for their participation as a member of the Committee.

Each Committee member will be appointed for a one (1) year term, and will hold office until a successor is elected and qualified or until such director’s earlier death, resignation or removal. A Committee member will be deemed to have been removed from the Committee concurrently with and upon such member’s removal or resignation from his or her position as a director on the Board. Vacancies resulting from death, resignation or removal of a member or newly created Committee memberships resulting from any increase in the authorized number of members will be filled by the Chairperson, and any member so chosen will hold office until the next annual appointment of members by the Chairperson of the Board at which such member’s successor is duly appointed, or until such member’s earlier death, resignation or removal.

The Committee will have a Chairperson and a Vice-Chairperson as designated by the Chairperson of the Board from the Committee’s membership. The Committee Chairperson is responsible for the leadership of the Committee, including scheduling and presiding over meetings, approving agendas, and making regular reports to the Board. The Committee Vice-Chairperson, in the absence or disability of the Committee Chairperson, is to perform all of the duties of the Committee Chairperson. A majority of the members of the Committee will constitute a quorum.

The Committee will meet at least annually and as the Committee considers necessary. The Committee Chairperson or a majority of the Committee’s members may call a Committee meeting whenever he, she or they believe there is a need.

The Committee will comply with the record keeping and reporting obligations contained in Section 6.7 of Article VI of the Authority’s Bylaws, as amended.

RESPONSIBILITIES

The Committee shall be responsible for the following functions:

• Reviewing and recommending to the Board investment strategies and opportunities as well as proposed investment guidelines for Board approval.
• Determining how best to invest Authority funds in such companies, research institutions, and other ventures as are contemplated in the Authority Act, including choosing among preseed, seed capital, and venture capital funds whose purpose is to commercialize bioscience intellectual property, and in any obligations or securities.
• Reviewing and recommending to the Board strategies to finance the Authority’s endeavors and projects.