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New Jersey Department of Health & Senior Services Medicinal Marijuana Program Application to Establish and Operate a Medicinal

Marijuana Alternative Treatment Centers NORTHERN REGION


New Jersey Submitted February 14, 2011 by

Compassionate Sciences ATC, Inc.

Our mission at Compassionate Sciences ATC is to establish in the Northern Region of New Jersey a medical model of care that sets a national standard consistent with the compassionate principle, legislative intent and public policy vision that animate the New Jersey Medicinal Marijuana Program. We intend to accomplish our mission by: Serving the population of medical Cannabis patients exclusively Producing and dispensing Cannabis like a medicine, to pharma-quality standards Optimizing supply chain control and transparency, from seed to patient

Our research has shown that many if not most existing models across the country are, to varying degrees, failing to meet the needs of bona fide patients and their physicians while creating unintended public policy problems. Compassionate Sciences was founded in the belief that there is a manifest need for clinically-appropriate, physician-driven and wellregulated palliative care as envisioned by the State of New Jersey. We are committed to creating the nations first pharma-standard model of palliative care in New Jersey, the capitol of the U.S. pharmaceutical industry. To that end, we have brought together a uniquely-qualified team from business, health care, science and agriculture -- including a CEO who introduced a break-through oncology treatment and a pharmacologist who heads the George Washington University Cancer Center. If awarded a permit, Compassionate Sciences will work diligently within the Medicinal Marijuana Program to meet the needs of all stakeholders including patients, physicians, primary care givers, government officials, regulators, law enforcement and the communities of the Northern Region of the State. We commend New Jersey officials and the Department of Health and Senior Services for your leadership in setting the standard for a genuine medicinal model of palliative care and we greatly appreciate the opportunity to contribute to your success. Sincerely,

Richard Taney, Chief Executive Officer Compassionate Sciences ATC, Inc.

New Jersey Medicinal Marijuana Program ATC Application Cover Sheet & Attestation Statement
Applicant Compassionate Sciences ATC, Inc.

Contact Person Richard Taney, CEO Address Telephone e-mail 252 Sea Cliff Avenue Sea Cliff, NY 11579 516-304-5130 Richard.taney@gmail.com

Attestation Statement: I hereby attest and certify to the accuracy and veracity of all statements, figures, amounts and other information incorporated within the application and materials hereby submitted. Compassionate Sciences ATC, Inc. By:

Richard Taney
Chief Executive Officer

February 14, 2011

NEW JERSEY MEDICINAL MARIJUANA PROGRAM Application to Establish and Operate a Medicinal Marijuana Alternative Treatment Center CRITERION 1: SUBMISSION OF REQUIRED INFORMATION REGARDING APPLICANT & FACILITY Measure 1: The applicant shall provide the proposed legal name and the following documents applicable to the applicants legal status. Compassionate Sciences ATC, Inc. Please see Appendix A for: Certificate of Incorporation Certificate of Good Standing Corporation by-laws

Measure 2: The applicant shall provide the proposed physical address(es) of the ATC, if a precise address has been determined. If a precise address has not been determined, the applicant shall identify the general location(s) where the facilities would be sited, and when. Management of Compassionate Sciences (CS-ATC) commissioned a real estate survey to identify general locations in the Northern Region service area. The survey was conducted by CB Richard Ellis, a global leader in real estate services with an experienced team in New Jersey. The CBRE survey identified general locations in which to site a secure, high tech facility converted to accommodate cultivation, packaging and dispensing of medicinal Cannabis in keeping with the rules of the New Jersey Medicinal Marijuana Program and the New Jersey Compassionate Use Marijuana Act. While designed to identify general locations, the survey also produced a preliminary list of potential sites within each location as a first step toward establishing a precise address for CS-ATC pending the Departments award decisions. Please see Appendix B for a map of general locations.

Compassionate Sciences is prepared to identify and secure a precise location immediately upon receiving a favorable award decision from the Department. As indicated, we have targeted potential sites based on criteria that meet the requirements of the NJMMP and the needs of the organization. Management has engaged CBRE to standby in preparation to select the optimal facility and promptly secure occupancy for CS-ATC. Measure 3: The applicant shall provide evidence of compliance with the local zoning laws for each address or proposed location for an ATC. If the current zoning is not appropriate for a given address or location, identify any required zoning variance(s) and the applicants actions taken to date to obtain such approval(s) and/or variance(s). The survey conducted on behalf of Compassionate Sciences included a site analysis based on the following zoning and area criteria: Outside school and other drug free zones Not situated in residential neighborhoods Technology or industrial areas Light industrial or flexible-use zones

Based on the survey, and in consultation with CBRE, management believes that local zoning rules in our targeted locations will not preclude occupancy or filing of appropriate variances to operate an ATC. Please see Appendix C for a list of potential sites in the Northern Region. Measure 4: The applicant shall provide evidence that all of the physical addresses and proposed locations provided in response to Measure 2 are not located within a drug-free school zone. The applicant shall provide the distance to the closest school from the ATC. Throughout our survey of potential locations, Compassionate Sciences made community safety and finding appropriate, discreet, non-residential locations our top priority. A site analysis screen was used to identify only those locations that fell outside of school and other drug-free zones. As a result, potential sites for CS-ATC are at least 1,000 feet from the nearest school, day care center or place of worship. Please refer to our site analysis maps in Appendix D.

Measure 5: The applicant shall provide a legible map or maps of the ATC service areas by Zip Code. The CS-ATC service area in Northern Region is represented by the map in Appendix E. Measure 6: The applicant shall provide the role, qualifications, name, address and date of birth of each staff member and the role, name, percentage interest, address and date of birth of each principal, officer, board member or partner of the ATC. Our mission at Compassionate Sciences is to establish a facility and product that meets a pharma-standard of palliative care. We believe that that the key to our success is in the quality of our team. We have brought together a uniquely-qualified group of executives and trustees with extensive experience in business, health care, science, agriculture and the non-profit sector. CS-ATC management intends to recruit a staff of similarly accomplished and motivated individuals at every level of the organization. Compassionate Sciences ATC Senior Management Team Richard Taney, Chief Executive Officer. Mr. Taney is a chief executive with extensive experience in health care, medical technology and financial services. Mr. Taney assumed leadership of Compassionate Sciences after serving as CEO of Delcath Systems, Inc., (NASDAQ: DCTH), a medical technology company that developed a patented system for the targeted delivery of ultra-high dose chemotherapy to the liver for treatment of a variety of cancers. Under his leadership, Delcath Systems achieved widespread adoption by doctors and hospitals. Mr. Taney is also a Trustee of the Compassionate Sciences ATC. Jack Burkholder, Chief Financial Officer. Mr. Burkholder is a consultant with more than 30 years of experience in international investment banking, corporate finance and real estate development. He has an expertise in managing complex projects involving close cooperation with governments at all levels and has served extensively in the public trust as a court-appointed receiver. Mr. Burkholder is active in his community as a member of the Real Estate Roundtable and the audit committee of his local school district. He graduated with a BS in Agriculture from Cornell University. Mr. Burkholder is also a Trustee of the Compassionate Sciences ATC. Michael Nelson, Chief Operating Officer. Mr. Nelson is the founder of a highly successful international outfitting business who is also the owner and operator of one of the largest and most respected ATCs in Montana. As a grower-operator over the last six years, he has developed experience in the building of ATCs, systems design, ATC employee orientation and training and management. Mr. Nelsons cultivation center and multiple-location dispensaries have set a standard of excellence in serving qualified patients throughout the Central and Western regions of the State. Mr. Nelson brings to his work a background in sales, management, distribution and marketing of school products to universities and high schools across the American Northwest. He is active in the Bozeman area business community and as a volunteer 3

in a sports program for the disabled. Mr. Nelson earned a BS in Business from the University of Colorado. Nicole Wagner, Master Grower. Ms.Wagner is an accomplished government and academic analyst and researcher in the fields of sustainable agriculture, ecology, agronomy, statistics, engineering and economics. With an expertise in global and domestic agricultural policy, she has served as an international economist and crop assessment analyst at the U.S. Department of Agriculture as well as a researcher at Montana State University. Ms. Wagner has published numerous research studies and has a deep understanding of diversified agricultural systems including organic vegetable and dairy production, conventional corn, soybean, and small grains production. She is also a director of the non-profit Community Food Alliance and works with Field Day Farms, a Community Supported Agriculture (CSA) farm that supports 30 families. Ms. Wagner earned her PhD. in Land Resources and Environmental Sciences from Montana State University and attended the University of Minnesota where she earned her Masters and BA in Biosystems and Agricultural Engineering. She developed her expertise as head grower at the Mr. Nelsons medical Cannabis facility in Montana. Andrei Bogolubov, EVP of External Affairs. Mr. Bogolubov is a communications professional who has served government, major multinationals, regional and emerging growth companies in a wide range of industries around the world. His expertise is in public affairs, business development and community outreach. Mr. Bogolubovs healthcare, medical and pharmaceutical clients have included American Home Products, Bristol Myers Squibb, Columbia Presbyterian Hospital, Medical Excellence, The Michael J. Fox Foundation, Pfizer, Pharmacia & Upjohn and ValueOptions. He also has served in government as Assistant to the Secretary for Public Affairs at the US Department of the Interior where he was also the Departments public affairs liaison to the White House. Mr. Bogolubov developed his expertise in community relations as Director of Policy & Communications at a major national grassroots citizens lobby. Mr. Bogolubov began his public sector career on the committee staff of the Connecticut State Legislature and later served as an aide to a US Congressman. Noel Palmer, Chemist (consultant). Dr Noel Palmer is a respected chemist with an expertise in plant and soil chemistry. He is skilled in chromatographic and spectroscopy methods, specializing in the detection of heavy metals, pesticides, and herbicides in both soil and plant matter. He received his doctorate in analytical and soil chemistry from the University of Idaho. The focus of Dr. Palmers work was applying various analytical methods to look at soil systems and humic materials and their interactions with various inorganic compounds. Earlier, he managed a soil research lab at the University of Idaho. Dr. Palmer brought his skill in performing chromatographic separations to the analysis and study of Cannabis chemistry. He is a member of the board of the Alliance for Cannabis Science, an international community of Cannabis scientists. Dr Palmer is also the lab manager for Montana Botanical Analysis, a research lab in Montana focused on the study of Cannabis 4

chemistry. His research has been published in more than 10 peer-reviewed scientific papers. Compassionate Sciences Trustees Webster B. Todd, Jr. Mr. Todd brings to Compassionate Sciences experience, judgment and insight he developed over the course of a distinguished career in government, politics and commercial aviation. As a public servant, he was a member of the White House staff and the New Jersey General Assembly as well as a State Department official and the Chairman of the National Transportation Safety Board. Among his private sector achievements, Mr. Todd was the founder of Princeton Aviation Corp, Senior Director of Air Safety at the Airline Pilots Association and President of Frontier Airlines. Throughout his career, Mr. Todd has been active in the community including service as a Director of the New Jersey Commerce and Economic Growth Commission, a member of the Tewksbury Township Agricultural Advisory Board and as a New Jersey firefighter. Dr. Steven Patierno. Dr. Patierno is a leader in the science and medicine of cancer who is Executive Director of the George Washington University Cancer Institute. He also serves as Vivian Gill Distinguished Professor of Oncology, GW School of Medicine; Professor of Pharmacology & Physiology, Genetics & Urology, The GW School of Public Health & Health Services; Health Sciences Professor of Environmental & Occupational Health; and Founding Director of the Molecular & Cellular Oncology Program. Dr. Patierno has over two decades of experience managing over $30 million of grants including large, complex biomedical research grants (both laboratory and population sciences), as well as community-based grants in cancer disparities, prevention and control, education and outreach, and survivorship. Dr. Patierno is also an accomplished teacher who was been the recipient of the GW Medical Students Golden Apple Award. He is the principal mentor to 20 Ph.D. graduate students and Program Director to over 50 graduate students as well as 20 postdoctoral fellows, medical residents and undergraduate trainees. Dr. Patierno earned his PhD in pharmacology at the Graduate School of Biomedical Science at University of Texas Health Science Center in Houston and the MD Anderson Cancer Institute where he was awarded the prestigious Rosalie B. Hite Graduate Fellowship in Cancer Research for his work on the genetics of cancer causation. Please refer to Appendix F for: A list of Compassionate Sciences officers, staff members and Trustees with required information. Management and trustee biographies

Measure 7: Disqualifying Drug Offenses


Existence of Disqualifying Offenses by Applicant, Principals, Officers, Trustees or Partners Convictions under any Federal, state or local laws, relating to drug samples, wholesale or retail distribution, or distribution of a controlled substance Felony convictions under any Federal, state or local laws Experience in manufacturing or distribution of drugs or controlled substances Furnished false or fraudulent material in any application concerning drug manufacturing or distribution Whether applicant is in compliance with any previously granted professional health license or registration

Yes No

n/a

Measure 8: The applicant shall provide the identities of all its creditors, if any. Compassionate Sciences has a single creditor, PalliaTech Inc., a privately-held company that develops systems for delivering palliative medicines and therapies. Measure 9: The applicant shall provide a list of all persons or business entities having direct or indirect authority over the management or policies of the ATC. Persons & Entities with Authority Over ATC Management & Policies Richard Taney Chief Executive Officer & Trustee Jack Burkholder Chief Financial Officer & Trustee Mike Nelson Chief Operating Officer-Horticultural and Dispensary Andrei Bogolubov Executive Vice President External Affairs Nicole Wagner Master Grower TBD Vice President Security Systems Webster B. Todd, Jr. Trustee Dr. Steve Patierno Trustee

Measure 10: The applicant shall provide a list of all persons or business entities having an indirect interest in the ATC. An indirect interest includes an interest in the land or building where the ATC will be sited. Not applicable. Measure 11: Application cover sheet and attestation statement Please refer to the executed application cover sheet and signed attestation statement exhibited at the front of this document. CRITERION 2: SUBMISSION OF REQUIRED ATC OPERATIONAL INFORMATION Measure 1: The applicant shall provide a draft operations manual and training plan which demonstrates compliance with Subchapter 9 of N.J.A.C. 8:64, the Rules Related to the Medicinal Marijuana Program and which addresses ATC General Administration Requirements for Organization and Recordkeeping. Supporting documents should be included as Appendix G. Please see the draft CS-ATC operations manual in Appendix G. Measure 2: The applicant shall provide a description of how the ATC will operate on a long-term basis as a not-for-profit entity and a business plan that includes, at a minimum, the following:

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Measure 3: The applicant shall document its experience running a not-for-profit organization or other business(es). Compassionate Sciences management and trustees bring to the NJMMP broad and extensive experience in business. Our uniquely-qualified team has a record of executive success in agriculture, aviation, biotech, communications, econometrics, health care, financial services, investment, medical devices and data systems, medical Cannabis, real estate, sales and marketing. In addition, our team has considerable experience in the nonprofit sector in academia, agriculture and food cooperatives, foundations and government. Please refer to team biographies in Appendix F.

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CRITERION 3: COMMUNITY INPUT - DESCRIBE THE ATC PLANNING PROCESS AND INVOLVEMENT OF COMMUNITY STAKEHOLDERS IN DETAIL. DESCRIBE REMAINING STEPS IF ANY TO RECEIVE NECESSARY APPROVAL FOR SITE LOCATION OR OPERATIONS. Measure 1: Input from the city(s) or town(s) where the applicants ATC would be located. (see below) Measure 2: Input from the general public regarding the suitability of the applicant and the general standards for location(s) such as, distance from a school, daycare center or other child-oriented location; distance from a commercial shopping district, pharmacy, etc. (The following response applies to Measure 1 and 2 above) The Compassionate Sciences will conduct an active community outreach program that will begin simultaneously with the local zoning process and continue through build-out, occupancy, the start of ATC operations and beyond. Our community relations effort will be grounded in the principles of openness, inclusive stakeholder engagement and social responsibility. Compassionate Sciences is committed to being a good neighbor and to making a positive contribution to the communities across our service area. Upon identifying an ATC location, we will promptly meet with local zoning and other public officials to get their input. We will also seek their guidance on the best opportunities to obtain feedback from the general public and local communities regarding the ATC site and other areas of public interest. Compassionate Sciences management is prepared to attend, and present at, appropriate public forums or to facilitate a townhallstyle meeting to answer questions and get local input into our planning process, if requested. At the outset of our relationship with the community, an important objective will be to introduce ourselves, the organization and our operating plans and principles. However, the primary purpose from day one and ongoing will be to listen and respond to any issues and concerns of local leaders, law enforcement authorities, community groups, the general public and particularly our neighbors. Our commitment to community engagement begins at the top with the involvement of CEO Richard Taney and the program will be managed by Senior Vice President for External Affairs Andrei Bogolubov, a veteran communications professional with experience in designing and executing public affairs outreach programs for businesses and non-profits including healthcare, medical and pharmaceutical industry organizations.

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Our approach to community relations is expansive and the Compassionate Sciences public affairs program will engage all stakeholders including: ATC neighbors and community groups Businesses and commercial associations State and local law enforcement Government officials at the town, city, county and State levels

In keeping with our mission to set the standard for a medical model of palliative care, the CS-ATC Medical Advisory Board will oversee the organizations outreach to the medical and healthcare community in our service area. Led by Medical Advisory Board Chairman Dr. Steven Patierno, we will engage stakeholders including: Doctors, medical and healthcare organizations Academic and research organizations Local representatives of community, State and national organizations such as: - The New Jersey Hospice & Palliative Care Organization - New Jersey Pain Initiative - Medical Society of New Jersey - New Jersey Hospital Association - UMDNJ - The Cancer Institute of New Jersey, etc.

Compassionate Sciences management believes that New Jersey can set the national standard for clinically-appropriate, physician-driven and well-regulated palliative care. We are committed to contributing to the success of the New Jersey Medicinal Marijuana Program. To that end, we will be in regular contact with the Department of Health and Senior Services, the NJMMP and our ATC counterparts to collaborate on issues of management, clinical practice, research, science, public policy and community interests in our industry. The organization will commit ATC resources to support our public outreach program. Mr. Bogolubov will be provided a budget to carry out a comprehensive community relations program. Our database will record and analyze community comments and feedback. In addition to providing neighbors with an ATC point of contact as required by the NJMMP, we will provide contact information and channels for non-emergency input. CS-ATC staff performance reviews will include a community relations component. The trustees and the Medical Advisory Board (MAB) will regularly review the program and make recommendations. The MAB will lead our program of reporting the latest clinical and scientific advances to qualified patients who register for such updates, and we will share this information with our industry colleagues. Finally, Compassionate Sciences is committed to establishing a philanthropic component as soon as possible with a focus on supporting the advancement of pain management, palliative research and addressing indigent healthcare needs. 15

CRITERION 4: DISPENSARY SPECIFIC CONSIDERATIONS Measure 1: The applicant shall provide a plan for inventory, record keeping and security which shows an understanding of the types of records that shall be considered confidential health care information under New Jersey law and are intended to be deemed protected health care information for purposes of the Federal Health Insurance Portability and Accountability Act of 1996, as amended [HIPAA]. A medical standard of data management is at the heart of the Compassionate Sciences model. We will put in place the personnel and tools required to create a secure body of data that will enable the CS ATC to advance the clinical practice and science of palliative care while providing rigorous internal controls and excellent patient service. CS Trustee John Prufeta will bring expertise to this process as the former CEO of a pioneering medical data company. We will also benefit from the extensive experience of Trustee and CEO Richard Taney, who was the chief executive of an FDA-regulated medical device company. In addition, Trustee and Medical Advisory Board Chairman Dr. Steven Patierno, a pharmacologist and Executive Director of the GW Cancer Center will provide oversight and guidance in developing and implementing our data management protocols. Compassionate Science will employ state-of-the-art technology to deploy a secure, HIPAA-compliant data management system that meets our exacting standards and those of the NJMMP. At the core of the system is a proprietary software platform which was designed, tested and refined in a successful and well-established growing/dispensing facility in Montana. The system, which tracks and records every aspect of ATC operations from patient information to sales to the entire production cycle from seed to patient, includes a robust patient outcome, utilization and trend analysis capability. The software will be adapted to the specific requirements of the CS-ATC, the NJMMP, local law enforcement and all governing regulations under the supervision of John Prufeta, Compassionate Sciences executives and the ATCs head of security. All dispensary employees will be trained in CS-ATC data, privacy and security protocols. Compliance will be a condition of employment and reflected in performance reviews. All patient information will be input into the secure, encrypted database which will be backed-up in keeping with accepted data security practices. Any paper documents will be stored in a locked cabinet with access restricted to authorized personnel and a record of access maintained by the system. Data security records and practices will be reviewed regularly by the ATCs head of security and the CEO, with reports generated for the Board of Trustees as a basis for their annual assessment.

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Measure 2: The applicant shall submit a description of its proposed program for providing counseling and educational materials regarding methods of administration and research studies on health effects of medicinal marijuana to registered qualifying patients and their registered primary caregivers. The applicant shall submit a description of its historical relationship with clinical or research activities, if present. At the center of a medical model of care is a relationship with patients that provides the information and counsel they require to follow a beneficial course of treatment as recommended by their physicians. Compassionate Sciences intends to establish the highest standard of excellence in our patient education and counseling program. The program will be designed and supervised by Dr. Steven Patierno, the Chairman of the Medical Advisory Board (MAB). Dr. Patierno will bring to the program his expertise in consulting with patients at the GW University Cancer Center as well as his background as an accomplished educator with extensive publishing credits. Our experienced patient counselors will provide every qualified patient with the knowledge and tools they need, along with informative materials to take home. The process will begin with the basics in an intake interview. The counselor will provide background on Compassionate Sciences, ATC procedures, rules of the New Jersey Medicinal Marijuana Program and State laws governing the program. Patients will learn about their rights and responsibilities as well as registration, payment and financial assistance procedures. The patients information will be collected including doctor, physician registration, recommendation and other data required by the NJMMP. Patients will have the opportunity to discuss their condition and complete a pain self assessment. Compassionate Sciences counselors will be trained to provide accurate, timely information and sensitive counsel. All patients will be informed of the efficacy, sideeffects and addictive qualities of Cannabis and will be provided with information about signs of addiction as well as resources for recovery. Information covered in the intake counseling session will be supported by written materials in a patient orientation package that will also include FAQs, basic contact information and resources for further information. The packet will also include forms as well as procedural checklists and reminders. Registered patients will also receive educational counsel and materials. Compassionate Sciences will produce a full spectrum of counselor scripts and brochures to inform patients of issues such as diseases, treatments and conditions, Cannabis as a medicine, methods of administration and the state of palliative science. Patients will also be invited to register for alerts about the latest developments in the research and clinical development of Cannabis-based palliative therapies, as well as related issues. Compassionate Sciences staff will actively monitor the latest news under the supervision of the MAB and update counseling protocols and materials on a regular basis. Excellence in education and counseling will be a focus for the organization in terms of

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training and performance reviews. The trustees and the MAB will periodically assess and make recommendations to improve the program. Please see the Appendix entitled Education for an overview of the program and sample materials. Measure 3: The applicant shall provide an acceptable safety and security plan, including staffing and site, and a detailed description of proposed security and safety measures which demonstrate compliance with the Rules Related to the Medicinal Marijuana Program.

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Measure 4: If the applicant proposes to cultivate and dispense at two separate physical locations, the applicant shall provide an acceptable delivery receipt plan, including measures to ensure sanitary medicinal standards, security and inventory control, for the receipt of medicinal marijuana from the cultivation site by ATC staff at the dispensing site. The delivery receipt plan shall demonstrate compliance with the Rules Related to the Medicinal Marijuana Program. The Compassionate Sciences model emphasizes supply chain control and security from seed to patient. In keeping with this philosophy, the CS ATC will house every step of process cultivation, processing, packaging and dispensing in a single secure, integrated facility. We believe that an integrated process is invaluable in mitigating the risk of transporting bulk product between facilities. Measure 5: The applicant shall submit a description of its Medical Advisory Board, including by-laws, setting forth the names and expertise of its members and describing how it will function within the organizational structure of the ATC, consistent with the Rules Related to the Medicinal Marijuana Program. For purposes of this requirement, it is not necessary to provide the name of the Medical Advisory Board member who is a registered qualifying patient. Compassionate Sciences views our Medical Advisory Board (MAB) as central to the organizations commitment to serving the varied needs of qualified patients enrolled in the New Jersey Medicinal Marijuana Program. An accomplished and engaged MAB is also part and parcel of our mission to set the national standard for a medical model of care consistent with New Jersey Compassionate Use Marijuana Act by:

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Serving and informing medical Cannabis patients and their physicians Producing and dispensing Cannabis like a medicine, to pharma-quality standards Advancing the clinical practice and science of Cannabis-based palliative care

Organization The Compassionate Sciences MAB will be composed of five members, who will be appointed based on their knowledge and leadership in the specialized fields of knowledge: Medical oncologist Pain management expert Pharmacologist Patient advocate (registered qualifying patient) Psychologist or a physician with expertise in drug addiction Ex-officio NJMMP representative will be invited to attend the MAB meetings

The MAB will be comprised of distinguished experts who will help design, support and improve services offered by CS-ATC to meet the evolving needs of the medical Cannabis patient community. Our Medical Advisory Board will be recruited and chaired by Dr. Steven Patierno, a leading pharmacologist and head of the GW Cancer Center as well as a Trustee of CS-ATC (please see Dr. Patiernos biography in Appendix F). The Compassionate Sciences MAB will have broad responsibility to: Engage with CS-ATC management in an advisory capacity to advance its mission of delivering safe, effective palliative care to qualified patients. Conduct initial review and periodic updates of ATC policies to assure compliance with the New Jersey Compassionate Use Medical Marijuana Act. Review and comment on the ATCs proposed initiatives and ongoing activities. Assist in formulating recommendations to improve or advance implementation of CS-ATC programs and policies relating to palliative therapies and patient education. Apprise management and patients of new developments in the science and clinical practice of Cannabis-based palliative care and related issues.

A major focus of the Compassionate Sciences Medical Advisory Board will be continuing education programs that inform qualified patients pursuant to the rules of the NJMMP. In this regard, the MABs expertise in drug addiction and prevention will be of critical importance. The board will also direct the substance and timing of notifications to qualified patients who register to receive scientific and clinical alerts in keeping with the rules of the NJMMP. As part of our commitment to public service, we will work with our MAB experts as well as local healthcare and community leaders to design a targeted and effective plan to reach the broadest patient population and the community consistent with the rules of the 20

NJMMP. As the patient population grows, there will also be a need to increase awareness of the special needs of our patients and their families among the regions primary, secondary and critical care facilities. The MABs physician members will assist in designing that outreach and will assist us in engaging those institutions. As the NJMMP program grows, the data and knowledge base on consumption patterns, conditions treated and patient preferences will increase research and analysis opportunities to the benefit of all stakeholders. The data collected by CS-ATC will be reviewed annually by our MAB to identify areas of improvement in our services and to address, and make recommendations on, any patterns or deficiencies that might be uncovered during their review. This data and analysis will be shared with NJMMP representatives to assist them in analyzing the effectiveness of the program in meeting its stated objectives and legislative intent. Measure 6: The applicant shall submit a plan to track and analyze data including but not limited to patient outcome, utilization and trends. The advance of medical science was greatly accelerated with the advent of computers, sophisticated analytical technologies and powerful data bases. Compassionate Science has placed an organizational emphasis on developing robust data and IT systems. The organization has put in place the personnel and tools required to create a secure body of data that will enable CS-ATC to provide exceptional patient care, data security and privacy while also delivering rigorous supply chain control throughout the production chain. Compassionate Sciences Trustee John Prufeta brings expertise to this process as the former CEO of a pioneering medical data company. We will also benefit from the extensive experience of Trustee and CEO Richard Taney, who was the chief executive of a FDA-regulated medical device company. In addition, Trustee and Medical Advisory Board Chairman Dr. Steven Patierno, a pharmacologist who heads the GW Cancer Center, will provide oversight and guidance in developing and implementing our data management protocols. Compassionate Sciences will employ state-of-the-art technology to deploy a secure, HIPAA-compliant data management system that meets our standards and those of the NJMMP. At the core of the system is a proprietary software platform which was designed, tested and refined in a successful and well-established growing/dispensing facility in Montana. The system, which tracks and records every aspect of ATC operations from seed to patient, includes a robust patient outcome, utilization and trend analysis capability. The software will be adapted to the specific requirements of the CS ATC, the NJMMP, local law enforcement and all governing regulations under the supervision of Trustee John Prufeta and Compassionate Services executives.

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CRITERION 5. CULTIVATION SPECIFIC CONSIDERATIONS Measure 1: The applicant shall provide an acceptable safety and security plan, including staffing and a detailed description of proposed security and safety measures which demonstrate compliance with Rules Related to the Medicinal Marijuana Program.

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SECURITY-RELATED INFORMATION WITHHELD PURSUANT TO THE NEW JERSEY OPEN PUBLIC RECORDS ACT (OPRA). Measure 2: The applicant shall provide a description of the enclosed, locked facility that would be used in the cultivation of medicinal marijuana, including steps to ensure that the medicinal marijuana production shall not be visible from the street or other public areas. If the enclosed site is a greenhouse, identify materials used in construction of panels. Glass, fiberglass, metal, or polycarbonate panels shall be used in construction of the facility; polyethylene film is not permissible. Describe window and vent covers. The Compassionate Sciences ATC will be a facility with approximately 10,000 square feet divided into a large cultivation section and a smaller dispensary space. The cultivation area will be divided from the dispensary. Processing, packaging and reinforced inventory vault rooms will create a restricted buffer between the two areas. (Please see Site and Room Engineering in Appendix H). Flowering rooms will be located in the center of the cultivation facility with the cleansing station, changing rooms, rest rooms and supply areas to one side. The cultivation area will be a closed system with high technology environmental controls employing negative air pressurization to eliminate the exchange of air from the cultivation area to the dispensary. Exhausted air will be filtered, with any odors neutralized. The growing facility will be equipped with industrial grade HVAC. CS-ATC will have10 smaller grow rooms instead of one large growing floor to contain any contamination that might occur and to facilitate complete sanitation of each room after harvest.

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The cultivation spaces will be designed and maintained like a high-tech facility. The growing areas will be visually-closed spaces, with no windows or line of site from the outside, the dispensary, laboratory or processing room. External access and movement between interior spaces will be restricted to authorized personnel and recorded by swipe card. The entire building will be inside an envelope of physical, electronic, video and human security. Exteriors will be discreet and understated with no signage beyond a plaque at the entrance. The property will be fenced, with gated onsite parking. Measure 3: The applicant shall demonstrate an ability to provide a steady supply of medicinal marijuana to registered qualifying patients. Based on our experience, the keys to producing consistent, high quality medicinal Cannabis in keeping with State specifications are the following: 1. Experienced cultivators. The single most important asset will be the ATCs growers. As a plant that must be grown indoors to strict environmental tolerances without the use of pesticides, Cannabis is vulnerable to infestation, mold, disease and other blights that can destroy a harvest and interrupt supplies to patients in need. The record is clear -- even experienced agronomists with access to readily-available literature on cultivating Cannabis have failed to produce a usable first harvest. In this respect, the NJMMP and any other new medicinal marijuana program across the country faces challenge inherent in the lack of local experience in cultivation. Moreover, the experience in California and Colorado demonstrates that there is a relatively limited pool of first-rate growers across the country. CS-ATC management has conducted an exhaustive national search to identify and secure the services of cultivators with the necessary credentials. We are confident that CS-ATCs COO, Michael Nelson, and Master Grower Nicole Wagner have the credentials and track record that are second to none. 2. State-of-the-Science Environmental Controls. Holding experience constant, the next priority in successful cultivation is the ability to control the vital environmental factors of light, temperature, water and air quality. CS-ATC will install and maintain the best lighting, HVAC, irrigation, sensor, backup generation and other critical systems to ensure that we are able to consistently nurture generations of healthy plants throughout their growing cycle. In addition, CS-ATC will build a cultivation area consisting of ten smaller grow rooms instead of one large growing floor. A multi-room design helps insure against a catastrophic supply disruption stemming from an infestation or disease because minor outbreaks are easily isolated and treated in the room of origin, greatly mitigating the risk of epidemics. Also, a series of smaller affords the ability to sanitize completely after harvests, a safeguard that is not available in an open floor design. This approach also ensures a regular harvest every 7-10 days as the rooms produce crops in a staggered cycle.

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Please see the Site and Room Provisions in Appendix H for a detailed engineering overview. 3. Rigorous Quality Management and Controls. CS-ATC will place primary emphasis on management to achieve the quality standards of the NJMMP. We know of many instances in which the best-available quality control systems have not guaranteed results due to the lack of diligent management by an experienced and dedicated cultivator. At the same time, quality controls are essential tools in any growing operation and CS-ATCs system consists of four components which are described in Measure 3 (III) below. I. Question: The applicant shall provide a start-up timetable which provides an estimated time from issuance of an authorization for operation to limited operations to full operation, as well as the basis for these estimates. Compassionate Sciences enjoys a significant initial-stage operating advantage that comes from having a COO with the experience of successfully building and launching multiple ATC facilities including growing and dispensary operations in Montana. We have designed our operational launch timetable based on Mr. Nelsons experience supplemented by consultation from our New Jersey-based commercial real estate advisors at CB Richard Ellis. CS-ATC Start-Up Timetable Issuance of Authority to Building Permit Building Permit to Limited Occupancy Building Permit to Full Occupancy Occupancy to Limited Operations Occupancy to Full Operations/Cultivation Issuance of Authority to Full Operations/Cultivation 1 month 3 months 5 months 2 months 3 months 9 months

The above timetable assumes that the building department issues our permit within four weeks of application. Construction is estimated at five months, and an additional nine week period is required from limited occupancy when cultivation begins to first harvest. II. Question: The applicant shall describe its knowledge of (and experience with) organic growing practices or agricultural growing practices to be used in their cultivation of medicinal marijuana. Compassionate Sciences cultivators have deep experience in agricultural growing methods including organic practices: Michael Nelson, Chief Operating Officer. Mr. Nelson is the owner and operator of the largest and most respected ATCs in Montana. His cultivation center and multiple-location dispensary has set the standard of excellence in serving qualified 26

patients throughout the Central and Western regions of the State. Mr. Nelson brings to his work a background in sales, management, distribution and marketing of school products to universities and high schools across the American Northwest. He is active in the Bozeman area business community and as a volunteer at a sports program for the disabled. Mr. Nelson earned a BS in Business from the University of Colorado. Nicole Wagner, Master Grower. Ms.Wagner is an accomplished government and academic analyst and researcher in the fields of sustainable agriculture, ecology, agronomy, statistics, engineering and economics. Ms. Wagner has published numerous research studies and has a deep understanding of diversified agricultural systems including organic vegetable and dairy production, conventional corn, soybean, and small grains production. Ms. Wagner earned her PhD. in Land Resources and Environmental Sciences from Montana State University and attended the University of Minnesota where she earned her Masters and BA in Biosystems and Agricultural Engineering. She developed her expertise as head grower at Mr. Nelsons ATC in Montana. III. Question: The applicant shall describe its quality control program and steps that will be taken to ensure the quality of the medicinal marijuana, including purity, potency and consistency of dose. The Compassionate Science ATC will employ a powerful, integrated quality control system that consists of the following elements: 1. Hardware and IT-based quality systems. CS-ATC will deploy a full spectrum of quality management technologies including: automated environmental controls for lighting, HVAC, water and air; sensors and alerts; back-up power; as well as our proprietary IT technology that records and analyzes production from seed to patient. Please see Appendix entitled Data Systems. 2. Quality protocols and facility features. Compassionate Sciences staff will operate in accordance with strict protocols for daily tasks, reporting requirements and basic responsibilities such as sanitization checklists, labeling and data collection requirements and pest/disease control procedures. The ATC will be built to accommodate these best practices, with features including a clean room where employees will change into fresh uniforms upon reporting to work and workplace aids such as weight charts, photographs and safety reminders. Please see Appendix H for draft operating protocols. 3. Laboratory and Analytical Facility. In keeping with our focus on delivering pharma-standard care and advancing the science of palliative therapies, we will build a state-of-the-science laboratory for testing, analysis and research at the CS27

ATC facility. For this purpose, we have engaged Dr. Noel Palmer, a consultant who has a PhD. in the analysis of soils, plants and particularly Cannabis. Dr. Palmer has worked directly with Cannabis researchers who established the standard Dutch methods currently used by the government of Holland and runs Montana Botanical Analysis, an analytical facility in Montana that is dedicated to working with Cannabis. Dr. Palmer will work directly with our analytical facility, set up instrumentation, and train technicians to ensure that analytical protocols are performed with excellence. The CS-ATC laboratory will enable real time testing and the highest levels of quality control. In terms of production, we will be able to test and label the various strains and measure THC levels as required by the NJMMP. In addition, the lab will provide the organization with a technical platform to engage in botanical research. Please see Appendix entitled Laboratory for an overview of the CS-ATC facility and for Dr. Palmers credentials. IV. Question: The applicant shall describe: Methods to ensure that seed production and/or hybridization is prevented during cultivation of medicinal marijuana; After initial sexing of plants, CS-ATC will be working only with female plants. Please refer to page 13, plant sexing, of the Cultivation Manual in the Appendix. Methods of testing for the presence of mold, bacteria or other contaminants; Our Master Grower and cultivation staff will employ recognized methods of identifying and testing for the presence of contaminants. In addition, CS-ATCs onsite laboratory (see Appendix) will enable a full spectrum of product testing for disease conditions, potency and other crucial parameters. Please refer to page 43, Pests and Diseases, of the Cultivation Manual in the Appendix. Procedures for routine scouting of insect and plant disease conditions; CS-ATC practices for routine insect and disease inspections are presented in the Cultivation and Operating manuals in the Appendix. Methods to control insect pests that do not include the application of pesticides during cultivation of medicinal marijuana, in accordance with the Rules Related to the Medicinal Marijuana Program;

28

The CS-ATC model does not use pesticides in cultivation and will rely on common organic methods as described in the Operations Manual protocol in the Appendix. ATC practices for routine insect and disease inspections are presented in the Cultivation and Operating manuals in the Appendix. Procedures for proper sanitation practices to minimize plant disease, and to promptly dispose of diseased plant material in a secured disposal area; The CS-ATC Master Grower will establish a separate area, cannisters and protocols dedicated to the disposal of diseased plants and plant medium. Grow room staff will handle diseased plants and plant medium with disposable gloves and foot coverings. The contaminated grow room will be isolated and sanitized by spraying walls, light fixtures and floors with approved cleaning agents. CS ATCs multiple grow room model will allow complete and thorough sanitation of affected areas with no risk of cross contamination. Methods for utilization of fans and cooling systems to maintain airflow patterns sufficient to prevent or minimize plant disease and insect infestation; Please refer to Site and Room Provisions in Appendix H. Methods to keep environment free from flowering male plants to ensure that female plants are not pollinated and seed production and/or hybridization is prevented; After initial sexing of plants, CS-ATC will be working only with female plants. Please refer to page 13, plant sexing, of the Cultivation Manual in the Appendix. Recordkeeping of any cultural measures used for plant pest or disease control, including disposal of culled plants; Cultural measures are recorded by barcode reader for automatic data entry into the CS-ATC database (see Appendix entitled Data System). The various strains of marijuana to be dispensed, and the form(s) in which it will be dispensed; Three strains of Cannabis will be dispensed in low, medium and high potencies with a maximum THC content of 10%. The product will be dispensed as the dried and cured flower of the female plant free of seeds, stems, contaminants and foreign matter. In keeping with our mission to create a pharma-standard model, CS-ATCs R&D will focus on developing ways of delivering Cannabis like a medicine: In therapeutic, single-dose form to allow treatment to the dose-response curve 29

In sterile doses with non-smoking options for immunocompromised patients In systems that optimize supply chain, regulatory and law enforcement controls

Record keeping for each package by lot, label and bar code; CS-ATCs proprietary software tracks all Cannabis throughout the growing and production cycle by plant, batch and lot using a bar-coded labeling system. Please refer to Data System in the Appendix. Patient-ready product will be packaged in no more than ounce-counts with a label specifying: ATC name/address, packaging date and quantity Sequential serial and lot number with bar code Cannabinoid profile and THC level not to exceed 10% High, medium or low potency Statement of restriction to medical use by qualified patient, not for resale or redistribution List of other ingredients Dispense date, patient name and registration ID number

Area security; All external and internal ATC spaces will be housed in a high-tech security envelope in keeping with NJMMP requirements and security industry best practices. Please see Safety and Security Plan in Appendix H. Packaging and labeling requirements; and CS-ATCs proprietary software tracks all Cannabis throughout the growing and production cycle by plant, batch and lot using a bar-coded labeling system. Please refer to Data System in the Appendix. Patient-ready product will be packaged in no more than ounce-counts with a label specifying: ATC name/address, packaging date and quantity Sequential serial and lot number with bar code Cannabinoid profile and THC level not to exceed 10% High, medium or low potency Statement of restriction to medical use by qualified patient, not for resal List of other ingredients Dispense date, patient name and registration ID number

30

Methods of processing in a safe and sanitary manner. CS-ATC will process Cannabis in a secure processing room away from cultivation and dispensary operations and adjacent to the reinforced central vault room where all inventory will be stored (please see engineering floor plans in Appendix H). Swipe-card access will be restricted to authorized personnel and the room will be fully secured (please see Safety and Security Plan in Appendix H). The space will be maintained to laboratory/pharmacy sanitary and work environment standards. Employees will wash their hands before entering, wear clean lab coats and latex gloves when handling product. All processing will be done on stainless steel work benches using in-line low touch production processes to minimize human contact. All work surfaces will be sanitized and the room cleaned by processors daily and staff will observe safety and sanitation procedures established by the NJMMP and CS-ATC management. Compliance will be a condition of employment and will be reflected in performance reviews.

31

APPENDIX A

Certificate of Incorporation Certificate of Good Standing Corporation by-laws Medical Advisory Board by-laws

NEW JERSEY DEPARTMENT OF THE TREASURY DIVISION OF REVENUE CERTIFICATE OF INC, (NON PROFIT) COMPASSIONATE SCIENCES ATC INC 0400396441 The above-named DOMESTIC NON-PROFIT CORPORATION was duly filed in accordance with New Jersey state law on 02/08/2011 and was assigned identification number 0400396441. Following are the articles that constitute its original certificate. & 1. Name: COMPASSIONATE SCIENCES ATC INC 2. Registered Agent: JOSEPH A. VALES 3. Registered Office: HILL WALLACK LLP 202 CARNEGIE CENTER PRINCETON, NJ 08540 4. Business Purpose: TO ENGAGE IN ANY LAWFUL ACTIVITY, OTHER THAN FOR PECUNIARY PROFIT, NOT OTHERWISE RESTRICTED TO NONPROFIT CORPORATIONS BY THE LAWS OF THE STATE OF NJ INCLUDING, WITHOUT BEING LIMITED TO CLINICAL RESEARCH AND DEVELOPMENT WITH RESPECT TO GROWING AND DISTRIBUTING MARIJUANA FOR MEDICINAL PURPOSES. 5. Method of electing Trustees as set forth herein: AS SET FORTH IN THE BYLAWS 6. Asset Distribution: AS SET FORTH IN THE BYLAWS 7. First Board of Trustees: DAN TODD 0 5 RICHARD TANEY T 0 STEVEN R. PATIERNO 0 0 JOHN PRUFETA O 0 JACK BURKHOLDER T 0

Page 1 of 2

NEW JERSEY DEPARTMENT OF THE TREASURY DIVISION OF REVENUE CERTIFICATE OF INC, (NON PROFIT) COMPASSIONATE SCIENCES ATC INC 0400396441 8. Incorporators: JOSEPH A. VALES HILL WALLACK LLP 202 CARNEGIE CENTER PRINCETON, NJ 08540 9. Additional Articles/Provisions: 1 NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF, OR BE DISTRIBUTABLE TO, ITS TRUSTEES, OFFICERS, OR OTHER PERSONS, EXCEPT THAT THE CORPORATION SHALL BE AUTHORIZED AND EMPOWERED TO PAY REASONABLE COMPENSATION FOR SERVICES RENDERED TO THE CORPORATION, TO MAKE REIMBURSEMENTS FOR EXPENSES INCURRED IN CONDUCTING ITS AFFAIRS AND CARRYING OUT ITS PURPOSES, AND TO MAKE PAYMENTS AND DISBURSEMENTS IN FURTHERANCE OF THE PURPOSES SET FORTH HEREIN AND IN THE BYLAWS. Signatures: JOSEPH A. VALES
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal at Trenton, this 8th day of February, 2011

Andrew P Sidamon-Eristoff State Treasurer

Certification#
Verify this certificate at https://www1.state.nj.us/TYTR_StandingCert/JSP/Verify_Cert.jsp

Page 2 of 2

STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY SHORT FORM STANDING

COMPASSIONATE SCIENCES ATC INC 0400396441

I, the Treasurer of the State of New Jersey, do hereby certify that the above-named New Jersey Non Profit Corporation was registered by this office on February 8, 2011. As of the date of this certificate, said business continues as an active business in good standing in the State of New Jersey, and its Annual Reports are current. I further certify that the registered agent and registered office are: Joseph A. Vales Hill Wallack Llp 202 Carnegie Center Princeton, NJ 08540
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal at Trenton, this 11th day of February, 2011

Andrew P Sidamon-Eristoff

Certification# 119494844
Verify this certificate at https://www1.state.nj.us/TYTR_StandingCert/JSP/Verify_Cert.jsp

State Treasurer

Page 1 of 1

BYLAWS OF

COMPASSIONATE SCIENCES ATC INC.

MEDICAL ADVISORY BOARD BYLAWS

COMPASSIONATE SCIENCES ATC INC.

APPENDIX B

Map of General ATC Locations

APPENDIX C

Site Analysis Maps of Locations and Zones

APPENDIX D

Public Safety Analysis Maps of Drug-Free Zones

APPENDIX E

Map of ATC Service Area by Zip Code

APPENDIX F

Management and Trustee Biographies

Profile Of Compassionate Sciences ATC Professional Staff Name/Title/Role


CEO Richard Taney

DOB
4/10/56

Address

Qualifications
Chief Executive with extensive experience in healthcare, medical technology & financial services.

CFO Jack Burkholder

7/11/44

Street rr

Over 30 years of experience in international investment banking, corporate finance and real estate development. BS in agricultural economics & MBA. Founder, owner and operator of respected ATC in Montana. BS in business. Master grower at a leading ATC in Montana. Served in US Department of Agriculture. PhD in agriculture. Over 25 years experience in public, government and community relations in healthcare, pharmaceutical and other industries. An experienced law enforcement veteran with credentials in site and supply chain security. Customer relations professionals with experience in healthcare administration, counseling and patient education. Highly-trained and fully-vetted cultivators and grow room assistants. Qualified and capable of complying with CS operational and security protocols. All administrative, clerical, security and maintenance staff will be fully-vetted, trained and capable of complying with CS operational and security protocols.

COO Mike Nelson

3/9/63

Road zean

Master Grower Nicole Wagner

2/5/73

. and ,

EVP, External Affairs, Andrei Bogolubov VP, Security Patient Care Representatives Horticulturalists

6/23/58 0 e

n/a

TBD TBD

n/a

n/a

TBD

Administrative staff

n/a

TBD

Richard Taney, Chief Executive Officer and Trustee


Richard Taney is an accomplished chief executive who serves as President and Chief Executive Officer of PalliaTech, Inc.. Prior to joining PalliaTech, Mr. Taney was President and Chief Executive Officer of Delcath Systems, Inc., (NASDAQ: DCTH) a FDA regulated medical technology company that developed a patented system for targeted delivery of ultra-high dose chemotherapy to the liver for treatment of a variety of cancers. A member of the Delcath Board of Directors from 2006 through 2010, Mr. Taney was appointed CEO in December 2006 with responsibility for strategic planning, business development, corporate strategy and growth. In this capacity, he refocused and rebranded the company, built a seasoned management team, recruited a distinguished Board of Directors and established a world-class Scientific Advisory Board while developing close working relationships with key opinion leaders in Delcaths target markets. Under his leadership, Delcath completed a Phase III clinical trial, obtained two Orphan Drug Designations from the U.S. Food and Drug Administration and expanded the Companys activities into China, Europe and Japan. In 2008, Delcath was recognized by Medical Device Technology Magazine as one of its Ten Companies to Watch. Mr. Taney is also a consultant to a number of healthcare companies on a variety of strategic, regulatory, marketing and legal issues. He is also the founding member of T2 Capital Management, LLC, an investment management company, and a founding partner of Sandpiper Capital Partners, an investment partnership focused on private equity investments and advisory work for privately held companies involved in a variety of emerging technologies. Prior to establishing his money management and advisory ventures, Mr. Taney spent 20 years advising, institutional and high net worth clients at Salomon Brothers, Goldman Sachs and Banc of America Securities. Mr. Taney earned a Bachelor of Arts degree from Tufts University and a JD from Temple University School of Law.

Jack Burkholder, Chief Financial Officer and Trustee


Mr. Burkholder is a consultant with more than 30 years of experience in international investment banking, corporate finance and real estate development. Since 1978, he has spent his career advising clients in connection with business analysis and strategy, and project finance and development. Mr. Burkholder has extensive experience in implementing and monitoring major investments, joint ventures, asset acquisitions, distressed asset sales, bankruptcies and reorganizations, and loan modifications and restructurings. He also has served on multiple occasions as a court-appointed receiver, an industry expert witness, and a litigation support advisor. Among Mr. Burkholders career accomplishments: underwriting over $1 billion of institutional private placement loans and investments for companies in the manufacturing, transportation and logistics, food processing, heavy equipment and real estate sectors; initiating and building an international joint venture to finance, construct and operate the worlds third deep-sea dynamicpositioning drillship, the Ben-Ocean Lancer; and redeveloping and opening ocean-front Art Deco Hotels and restaurants in South Beach-Miami and Hawaii. More recently, Mr. Burkholder was the court-appointed receiver for seven commercial real estate assets and managed institutional real property portfolios valued at more than $3 billion including distressed commercial real estate and hotels. He served as the corporate financial advisor for the successful formation of a Sino-American joint venture to develop and operate a $225 million coal-fired, cogeneration power plant in North Central China. Mr. Burkholder also owned, developed and sold the exclusive Nevada Area Director Franchise Rights to Quiznos Subs. Before moving to Colorado in 1978, Mr. Burkholder lived in New York City where he served as Vice President of Investment Banking at the Schroder Group and as Senior Investment Portfolio Manager at The Equitable. He has also served as Chair of the Nominating and Governance Committee and member of the Audit Committee of Smart Move, Inc., a public company (AMEX: MVE). Mr. Burkholder is currently a member of the Audit Committee of the Cherry Creek School District in Colorado, which oversees a $465 million annual operating budget and a $65 million CapEx budget for Colorado's largest school district. Mr. Burkholder received a Bachelor of Science degree in agriculture from Cornell University and an MBA in finance from Fordham University. He is a licensed real estate broker in the State of Colorado and is the president, and a member of the Board of Directors, of the Executive Real Estate Round Table in Denver, Colorado.

Michael Nelson, Chief Operating Officer


Mr. Nelson is the founder of a highly successful international outfitting business who is also the owner and operator of one of the largest and most respected ATCs in Montana. As a groweroperator over the last six years, he has developed experience in ATC building, systems design, training and management. Mr. Nelsons cultivation center and multiple-location dispensary has set the standard of excellence in serving qualified patients throughout the Central and Western regions of the State. Mr. Nelson brings to his work a background in sales, management, distribution and marketing of school products to universities and high schools across the American Northwest. He is active in the Bozeman area business community and as a volunteer at a sports program for the disabled. Mr. Nelson earned a BS in Business from the University of Colorado.

Andrei Bogolubov, Executive Vice President, Corporate Affairs


As president of NEWPR Group, Mr. Bogolubov counsels corporate clients and provides brandbuilding, crisis management, executive, investor & marketing communications, media relations and strategic communications services. Clients have included De Beers, Fotolog.com, Hi-Media Group, IKEA, Medical Excellence, Redwood Capital Group, Shaklee Corporation, SkinMedica and ValueOptions. Earlier, as head of Burson-Marstellers financial communications practice, Mr. Bogolubov led the agencys global network of financial communications specialists serving clients including Allianz Life, US Trust, Citadel Investment Group, Shell Oil Company, Mitsui, Flowserve and KPMG. Previously, Mr. Bogolubov was Chief Communications Officer of AOL Europe and a member of AOLEs Executive Committee. In this capacity, Mr. Bogolubov helped the company achieve its financial and operating objectives while managing corporate communications departments at divisional headquarters in London and those serving AOL operations in France, Germany and the United Kingdom. Prior to joining AOL, Mr. Bogolubov built a Moscow-based strategic communications agency which provided advertising, marketing and public relations services to clients including: Kohlberg Kravis Roberts, De Beers, Proctor & Gamble, Bank of New York, Ericsson, Hugo Boss, JP Morgan, Standard & Poors, Absolut Vodka, Pharmacia & Upjohn, Douwe Egberts (Sara Lee), MTV, The American Chamber of Commerce, The World Bank and Renaissance Capital Group. Earlier, as head of Bozell Worldwides Russian operations, Mr. Bogolubov managed one of Moscows first advertising and public relations agencies with clients including: Coca Cola, CS First Boston, HJ Heinz, US West and Moscow Cellular Communications. Before starting his international career, Mr. Bogolubov was a senior executive at Robinson Lerer Montgomery, a New York strategic communications consultancy where he provided clients with corporate, executive & financial communications counsel and crisis management, investor relations and media training services. His clients included: American Home Products, Bristol Myers Squibb, Cablevision Systems, Cellular One, C-Net, IBM, Michael Milken, MTV, The National Football League, NBC, The New York Mets Nickelodeon, Pfizer, Primerica, PrimeStar and Quantum Chemical. Previously, as Assistant to the Secretary for Public Affairs at the US Department of the Interior, Mr. Bogolubov managed 200 public affairs professionals across the country, advised the Secretary and served as the DOI spokesperson. Earlier, he was Director of Policy and Communications at Citizens for America, a national grassroots citizens lobby. Mr. Bogolubov began his public sector career on the committee staff of the Connecticut State Legislature and later served as an aide to a US Congressman. Mr. Bogolubov is an advisory board member of the Redwood Capital Group, an international investment banking, advisory and private equity firm. He earned a Bachelor of Arts in Political Science and International Relations at the University of Connecticut.

Nicole Wagner, Master Grower


Ms.Wagner is an accomplished government and academic analyst and researcher in the fields of sustainable agriculture, ecology, agronomy, statistics, engineering and economics. With an expertise in global and domestic agricultural policy, she has served as an international economist and crop assessment analyst at the U.S. Department of Agriculture as well as a researcher at Montana State University. Ms. Wagner has published numerous research studies and has a deep understanding of diversified agricultural systems including organic vegetable and dairy production, conventional corn, soybean, and small grains production. She is also a director of the non-profit Community Food Alliance and works Field Day Farms, a Community Supported Agriculture (CSA) farm that supports 30 families. Ms. Wagner earned her PhD. in Land Resources and Environmental Sciences from Montana State University and attended the University of Minnesota where she earned her Masters and BA in Biosystems and Agricultural Engineering. She developed her expertise as head grower at the Mr. Nelsons medical Cannabis facility in Montana.

Dr. Noel Palmer, Chemist


Dr Noel Palmer is a respected chemist with an expertise in plant and soil chemistry. He is skilled in chromatographic and spectroscopy methods, specializing in the detection of heavy metals, pesticides, and herbicides in both soil and plant matter. He received his doctorate in analytical and soil chemistry from the University of Idaho. The focus on Dr. Palmers work was applying various analytical methods to look at soil systems and humic materials and their interactions with various inorganic compounds. Earlier, Dr. Palmer managed a soil research lab at the University of Idaho. Dr. Palmer brought his skill in performing chromatographic separations to the analysis and study of Cannabis chemistry. He is a member of the board of the Alliance for Cannabis Science, a international community of Cannabis scientists. Dr Palmer is also the lab manager for Montana Botanical Analysis, a research lab in Montana focused on the study of cannabis chemistry. His research has been published in more than 10 peer reviewed scientific papers.

Dr. Steven Patierno Trustee & Chairman of Medical Advisory Board


As Executive Director of the George Washington Cancer Institute, Dr. Patierno oversees a comprehensive oncology center dedicated to advancing multi- and trans-disciplinary cancer research, expanding effective cancer outreach and education and offering the highest quality of high-technology, compassionate cancer care to our patients. The GWCI is a matrix cancer center with diverse faculty members from the George Washington University Schools of Medicine, Public Health, Engineering, Arts and Sciences as well as seventeen GWU departments and a number of affiliated institutions including Childrens National Medical Center. Dr. Patierno earned his doctoral degree at the Graduate School of Biomedical Science, University of Texas Health Science Center in Houston, and the MD Anderson Cancer Institute, where he was awarded the prestigious Rosalie B. Hite Graduate Fellowship in Cancer Research for his work on the genetics of cancer causation. He moved to the University of Southern California Norris Comprehensive Cancer Center as an NIH-funded post-doctoral fellow, where he continued to conduct research in molecular and cellular oncology. Dr. Patierno joined The George Washington University Medical Center in Washington DC where he is currently Executive Director of the GW Cancer Institute, Vivian Gill Distinguished Professor of Oncology, founding Director of the Molecular and Cellular Oncology Program, Professor of Pharmacology, Genetics and Urology in the School of Medicine and Health Science, and Professor of Environmental and Occupational Health in the School of Public Health and Health Services. Dr. Patierno is internationally recognized as a leading expert in cancer causation and environmental carcinogenesis and his basic science and translational research laboratory has enjoyed uninterrupted funding from the NIH (NIEHS and NCI) for 20 years. His laboratory discovered the anti-cancer activity of a protein that is the subject of ten U.S patents and is under commercial development by a bio-pharmaceutical company as a molecularlytargeted cancer therapeutic for lung, prostate and breast cancer. Dr. Patierno is the author of over 120 scientific journal articles and book chapters and in 1999 received the GWU Distinguished Researcher Award. Dr. Patierno has over two decades of experience managing over $30 million of grants including large, complex biomedical research grants (both laboratory and population sciences), as well as community-base grants in cancer disparities, prevention and control, education and outreach, and survivorship. This includes patient care through major grants of over $7.5 million from the National Cancer Institute and the DC Department of Health to establish the DC City-Wide Patient Navigator Research Program and City-wide Patient Navigation Network that assist African American and Latina women overcome access barriers to cancer health care and evaluate the efficacy of patient navigation. This unique program, unprecedented in Washington DC, has linked nine unaffiliated hospitals including four cancer centers, four networks of community-based clinics and several community advocacy organizations under the novel concept of Longitudinal Network Navigation. A major supplement to that grant has seeded the establishment of a Genomics of Cancer Disparities research program, a collaboration of the GWCI with Howard University and the J. Craig Venter Institute.

Under Dr. Patiernos leadership, the GWCI launched Offices of Cancer Prevention and Control, Cancer Education and Outreach and Cancer Survivorship. Each of these offices host major grants from the Amgen Foundation, the DC Cancer Consortium and the DC Department of Health supporting the GWCIs Community by Community Cancer Control Campaign, including community-based participatory research, as well as a major grant from the Avon Foundation to support a Mobile Mammography Safety Net in Anacostia, the poorest and most medicallyunderserved section of Washington, DC. Dr. Patiernos Cancer Survivorship team is host to a major grant from Pfizer Inc/Pfizer Foundation for the GWCIs Center for the Advancement of Cancer Survivorship, Navigation and Policy (caSNP). Dr. Patierno is also PI to an Institutional Research Grant from the American Cancer Society to fund pilot cancer research awards to young investigators. Central to the mission of the GW Cancer Institute is engaging the local and national challenge of the unequal burden of cancer and eliminating cancer health disparities in Metropolitan Washington DC and Dr. Patierno has received numerous awards for his city-wide leadership in this area. He Co-Chaired the American Association of Cancer Research Think Tank and National Conference on The Science of Cancer Health Disparities in Racial and Ethnic Minorities and the Medically Underserved and has spoken at many national symposiums and conferences, including co-chairing the 2010 Surgeon Generals National Call to Action on Cancer Prevention and Survivorship as an expert in cancer disparities. Dr. Patierno is an accomplished teacher who has been the recipient of the GW Medical Students Golden Apple Award for best second-year teacher, principal mentor to 20 Ph.D. graduate students and Program Director to over 50 additional graduate students, 20 postdoctoral fellows and medical residents and fellows and a host of undergraduate trainees. Dr. Patierno has also successfully mentored a number of young faculty members from their postdoctoral research to independent funding as new faculty members. As founding Director of the GW Molecular and Cellular Oncology Ph.D. Program, Dr. Patierno created and led one of the Universitys most popular and successful graduate programs. Dr. Patierno also played a key role in the creation and chartering of the GW School of Public Health and Health Services, now fully-accredited with more than 1500 students, and helped lead a multi-institutional task force that created and launched the GW Institute of BioMedical Sciences, the umbrella institute for GWs biomedical graduate programs.

Webster B. Todd, Jr. Chairman Board of Trustees


Mr. Todd brings to the Compassionate Sciences ATC experience, judgment and insight he developed over the course of a distinguished career in government, politics and commercial aviation. As a public servant, he was a member of the White House staff and the New Jersey General Assembly as well as a State Department official and the Chairman of the National Transportation Safety Board. Among his private sector achievements, Mr. Todd was the founder of Princeton Aviation Corp, Senior Director of Air Safety at the Airline Pilots Association and President of Frontier Airlines. Throughout his career, Mr. Todd has been active in the community including service as a Director of the New Jersey Commerce and Economic Growth Commission, a member of the Tewksbury Township Agricultural Advisory Board and a New Jersey firefighter.

John Prufeta, Trustee


John Prufeta is an experienced healthcare executive with over 25 years of broad industry experience as a chief executive, consultant, principal and investor. Mr. Prufeta is Founder and Chairman of Agilence Health Advisors, a global healthcare business performance acceleration and venture development firm. He is also Founder and CEO of Medical Excellence, an international concierge healthcare company. Earlier, Mr. Prufeta served as President and CEO of Medix Resources (AMEX:MXR), a provider of technologies that enable secure communication of clinical, financial and administrative data between physicians and insurers, PBMs, hospitals and reference laboratories. Mr. Prufeta is a Senior Advisor for the International Affairs Division at the New YorkPresbyterian Hospital and Health System as well as Adjunct Professor, Consortium on Managed Care, at the Fordham University School of Business. He is a graduate of the executive program at the Harvard University Graduate School of Business and holds a BS in Management from St. Johns University.

10

APPENDIX G

ATC Draft Operations Manual Employee Handbook ATC Build-out Timetable

APPENDIX H

Safety & Security Plan Site & Room Engineering

CS-ATC Financials

CS-ATC Data & IT System

Cultivation Manual

DRAFT