MINUTES

Kansas Bioscience Authority
Investment Committee

November 6, 2008
11:00 AM – 1:00 PM

 Call to Order: A quorum being present, the meeting was called to order at 11:00 a.m. by Chairman Dr. Smilor.  Additional Directors participating were Angela Kreps, Bill Sanford and Sandra Lawrence.  The KBA staff members in attendance were Tom Thornton, Janice Katterhenry, Jim Mitchell, Chuck Willis, Pam Fellin, Chad Bettes and Marsh LoScalzo.  Representing legal counsel was Doug Anning of the Polsinelli law firm. 

Review of Minutes Dr. Smilor addressed the minutes of the previous meeting of the Investment Committee Meeting and asked whether there were any changes. Ms. Lawrence made a motion to approve the minutes of the October 2, 2008 committee meeting. Ms. Kreps seconded and the motion passed, Mr. Sanford abstained as he was not in the October 2nd meeting.

Executive Session: Ms. Lawrence made a motion to go into executive session to review, consider and discuss potential investment information of a proprietary nature, Mr. Sanford seconded, and the motion passed unanimously.  Mr. Anning indicated that he would give advice covered by the attorney-client privilege. 

WHEREAS, the Investment Committee of the Kansas Bioscience Authority (the “Authority”) in this meeting of November 6 and records related to the financial condition and financial operations of the Authority and how such financial information and records relate to the business and operational strategies of the Authority; (ii) operational information and records related to the marketing and operations of the Authority and how such information and records relate to the marketing, business, and operational strategies of the Authority; and (iii) matters with counsel for the Authority that would be subject to the attorney-client privilege; and

WHEREAS, pursuant to Kansas law, in particular the Kansas Bioscience Authority Act, as codified in K.S.A. §74-99b01 to §74-99b89 and elsewhere (the “Act”), the Authority may discuss and consider the following in executive session when, in the opinion of the Board, disclosure of such would be harmful to the competitive position of the Authority: (i) plans that could affect the value of property, real or personal, owned or desirable for ownership by the Authority; (ii) the condition, acquisition, use, or disposition of real or personal property, and (iii) contracts for bioscience research, bioscience product manufacturing or commercialization, construction and renovation of bioscience facilities, and marketing or operational strategies; and

WHEREAS, pursuant to the Act, records of the Authority shall not be subject to the provisions of the Kansas Open Records Act, when in the opinion of the Board, the disclosure of the information in the records would be harmful to the competitive position of the Authority, provided those records include, but are not limited to (i) proprietary information gathered by or in the possession of the Authority from third parties pursuant to a promise of confidentiality; (ii) contract cost estimates prepared for confidential use in awarding contracts for research development, construction, renovation, commercialization, or the purchase of goods or services; or (iii) data, records, or information of a proprietary nature produced or collected by or for the Authority, its employees, officers, or members of the board; financial statements not publicly available that may be filed with the Authority from third parties; the identity, accounts, or account
status of any customer of the Authority; consulting or other reports paid for by the Authority to assist the Authority in connection with its strategic planning and goals; and the determination of marketing and operational strategies; and

WHEREAS, the Board believes that the disclosure of any such items and records would be harmful to the competitive position of the Authority; be it

RESOLVED, it is the opinion of the Board that the disclosure of such items would be harmful to the competitive position of the Authority, and therefore the Board declares that its review, consideration, and discussion of such financial and operational information and records at this Committee meeting shall occur in executive session; and

FURTHER RESOLVED, it is the opinion of the Board that the disclosure of such records and information would be harmful to the competitive position of the Authority, and therefore, such records and information to be reviewed at this Committee meeting shall not be subject to the provisions of the Kansas Open Records Act; and

FURTHER RESOLVED, Dr. Smilor stated that the committee would enter Executive Session at 11:10 a.m., concluding at 12:55 p.m. (CDT) pursuant to the resolution, unless business was concluded prior to that time; and

FURTHER RESOLVED, that the following persons shall remain and participate in the executive session of the Committee inasmuch as their involvement is important to the Committee’s review, consideration, and discussion: Directors, Mr. Thornton, Dr. Mitchell,  Jan Katterhenry, Chuck Willis and Doug Anning.

Return to Open Session: Ms. Kreps made a motion to return to open session at 12.55 pm.  The motion was seconded by Ms. Lawrence and was passed unanimously.

Adjournment:  There being no further business a motion was made by Ms. Lawrence to adjourn. The motion was seconded by Mr. Sanford and passed unanimously.  The meeting adjourned at 12:56 p.m.