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Nadeem Abu-Rustum
We're going to go ahead and get started. So please have your seats.
Dear medical staff and associate medical staff, dear MSKCC colleagues.Thank you for attending
the town hall and taking the time to contribute to this important discussion. Thank you to the
chair of the board of overseers and managers. Mr Sandy Warner, Chair-Elect Mr Scott Stewart
and our president Craig Thompson for attending and hearing our concerns. Thank you to Dr Lisa
DeAngelis, acting Physician in Chief, my past and present the elected colleagues of the medical
staff and our administrators for helping us during this process. I want to start to announce some
good news from this morning. The 2018 Nobel prize for Medicine and Physiology for the
discovery of immune checkpoint blockade was awarded to Dr Jim Allison former Chair of
Immunology at SKI and professor Honjo who discovered PD-1 in Kyoto, Japan. I think this is
wonderful news for our institution. Our own Dr. Jedd Wolchok and our clinical teams were
instrumental in bringing these discoveries to the clinic, which has been a game-changer to many
of our patients.
The meeting is being recorded and broadcast live to colleagues who could not attend. This
meeting will focus almost entirely on conflict-of-interest and industry relations, but clearly the
themes of patient volume and other important concerns you raised cannot be ignored. Thank you
for entrusting us with your honest, clear, and sincere questions. We hear you and we delivered as
many questions as we could to our leadership to also hear your voices and respond. The medical
staff is looking for clarity, accountability, better communication, and a path forward. The staff
wants to know what happened, how we got into this situation, and what concrete steps are being
made to move us forward and minimize the risk of us being put in a similar situation in the
future. We look to our board chairs and presidents to steer us in the right direction with all your
experience and expertise. Dr Thompson, thank you for your email to the staff last Friday. Thank
you to our board of overseers and managers for the recent changes that were driven by feedback
you have received from our concerns, medical staff, and for your prompt reexamination of MSK
processes of conflict.
Of interest, we realize the importance of the newly formed a task force to examine policies
around transparency, reporting, and outside activities, but it's important to acknowledge that we
already have in place a very comprehensive set of rules and regulations around this matter, and
what the staff needs is a mechanism to facilitate reporting and compliance, reduce the burden of
reporting conflict of interest, and improve oversight, particularly when the stakes are high. For
the planned closed meeting at 9:00 AM, we respectfully ask anyone who is not medical staff or
associate medical staff to leave the auditorium. The medical staff strongly believes in our
mission. We have loyalty to this great institution and MSKCC is our home and our professional
identity. Leadership Matters. We look forward to a constructive dialogue with our president and
board chairs and the MSKCC medical staff and associate medical staff. Thank you and I will
open the floor to the president and the chair.

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Craig Thompson
Thank you Nadeem, and I want to thank you for inviting Sandy and I to attend. I want to start by
apologizing to the medical staff on behalf of myself and the rest of senior management. The
events of the last few weeks have not been handled as well as I would've liked. In trying to react
nimbly, I have made missteps that were unintended but real. The news concerning Dr Baselga,
the concern over PAIGE.AI and the slow execution of our management of Y-Mabs extraordinary
success has shown the institution in a bad light.
This is concerning to us all because the policies of managing conflicts of interest, conflicts of
commitment, and the guidelines limiting total consulting income had been developed over more
than 20 years. The policies were last updated in 2015, but from the news reports you have seen
there remain issues that had not been fully considered. MSK’s conflict of interest training
programs and policies are intended to keep us all on the right side of the right side of the line.
Despite completing MSK’s training programs and completing compliance disclosures, Dr
Baselga failed to report conflicts of interests at meetings and in publications, and he participated
in a series of consulting and board-of-directors positions that resulted in substantial commitments
in addition to his MSK duties. Jose has always pushed against limits. In many ways that is what
differentiated him, but it is also what got him into trouble documented in New York Times
articles. Jose reported to me, and I wish I had done more to keep him away from the line. While
Dr Baselga has acknowledged his mistakes and resigned, this has not brought closure to MSK. It
has led to discussions of whether we still know where the right side of the line is. I remain
confident that we do, but he will take hard work to restore the institution's confidence.
Let me review the steps that have already been taken. First, a taskforce has been established,
composed of both internal and independent external members with expertise in conflict-ofinterest and commitment at all levels. They will be reporting to the executive committee of the
board. The task force charge is to review MSK’s policies, procedures, and training concerning
outside activities. This includes identifying best practices in dealing with such activities as
serving on the board of directors, serving in an executive capacity, or serving as a paid or unpaid
consultant of a for-profit company. They will consider both commitment and compensation
limits. The task force will advise on the development of better tools for disclosing outside
activities to MSK and for supporting accurate disclosure to journals and meetings, the
establishment of a system to ensure that implementation and effectiveness of management plans
is adhered to, and the improvement of methods to audit compliance to policies.
There have also been questions concerning the use of MSK’s clinical and research resources in
developing new clinical tools or diagnostics. This discussion has focused on innovations that
utilized MSK’s databases, such as the recent story concerning PAIGE.AI. To provide input to the
task force on these important issues, Lisa DeAngelis and I are asking the leadership of the
medical staff to collect feedback from you all concerning the use of institutional resources in
developing such new diagnostic and therapeutic approaches. We cannot be shy about the
importance of investments in bringing forward these advances, but until the task force completes
its work, we have implemented a moratorium on appointments of MSK Board members to serve
on the boards of MSK startups or to make any direct investments in them.

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Another area where our policies were unclear concerns MSK designees serving on the boards of
startups. MSK seeks to secure a board seats in startups to assure the continued development of
MSK inventions. Up until the Y-mAbs IPO, none of MSK’s employees who served as board
designees had ever received material compensation like this as a result of their designation.
Because of this, we had no official policy, so we are codifying as standard policy that any
potential equity that could be attained by employees designated to outside boards will revert to
the institution and dedicated to research just as Greg Raskin voluntarily did in the case of YmAbs.
Finally, there remains uncertainty amongst some of the staff concerning additional issues that
had been raised in a series of anonymous emails. The compliance office has investigated these
claims and the claims have not been substantiated. Nevertheless, MSK’s chief compliance
officer. Deb Berns is engaging outside counsel to conduct an independent review of these issues.
As we move forward. Lisa, Joan and I are committed to improving communication and
transparency. I have heard repeatedly from you over the last few weeks that the medical staff
don't know what is presented at board or leadership meetings. Beginning today, each of our
board reports and quarterly chairs meeting agendas will be available, the faculty on OneMSK
following the meetings. We have also launched MSK Responds on OneMSK to keep you
informed of internal and external communications. Finally, I wish to communicate to all of you
my complete confidence in the integrity of the medical staff's outstanding research and
exceptional care. By working together to enhance ethical and transparent principles and policies,
we can assure ensure that our goals of delivering suburb care and developing the therapies of
tomorrow are achieved. With that, I want to turn it over to Sandy Warner, Chairman of the Board
of Managers and Overseers.

Sandy Warner
Thank you Craig, and good morning everybody. Let me just say at the outset the statement that
Craig just made is the product of his own thinking, complete support by Lisa and Kathryn Martin
and the rest of the team. We went over everything he said at the executive committee last
Wednesday. That was the main item on our agenda. We spent over an hour, maybe an hour and a
half with the full board later that day going over the same material, and the statement he made
and the actions we have so far taken, have the complete support of those groups. Just a couple of
things that in sitting with the Executive Committee and the Board, we say that override all that's
going on, some things that aren't going to change.
Number one, collaborating with industry to bring MSK innovation and discoveries to market is a
key part of our mission. We don't see that changing. We don't think there's a reason to change it.
Indeed, we think it's a compelling aspect of why we're all here. In so doing, in collaborating, we
follow industry standards and practices, which among other things means providing incentives to
investigators and others critical to the process. As best we can tell — and I spent the last three
days at Stanford and I can promise you they do it there — as best we can tell, the entire
biomedical enterprise, and engineering enterprise and others developing intellectual capital into
the market, provide incentives for the inventors, incentives for investigators, and incentives for
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others critical to the process. And lastly, the companies that we create — on the table today is
PAIGE.A! and Y-mAbs, but they're not the only ones — in virtually every case, offer exciting
possibilities to patients at large. Not just MSK patients, but patients at large. And we celebrate
that prospect. We're not defensive, this isn't just a sideline. The opportunity that Y-mAbs offers to
pediatric glioblastoma patients is very exciting indeed. A couple of specifics — Craig alluded to
them, but I would emphasize that Dr Baselga a is a unique case. It's not part, in my judgment, of
a systemic breakdown of process or compliance or ethical fabric. Indeed, it's hard to insulate an
organization, this organization, from the effects of the Physician-in-Chief, one of the top three
medical officers in the place, hard to insulate the organization from the effects of the PhysicianIn-Chief going off the reservation.
As Craig said a moment ago, he was Jose's direct supervisor. Craig pushed back on a lot of what
Jose wanted to do. Indeed, Craig discussed many, if not all, of those things with me. And in
several instances when Craig said no, Jose appealed to me or to Scott or to somebody else, to try
to get it done. But I have to say, while we pushed back on a lot and discussed a lot, we were not
as effective as we should have been. He crossed lines that we should have done more to stop. In
the end, the consequences for Dr Baselga were dire indeed. I have to say it's a tragedy. I liked
Jose. I like Jose a lot. He was an extraordinary talent, an extraordinary change agent. And
contributed enormously to development, particularly in clinical trials, but not just, to this
institution. But unfortunately, Jose left us no choice.
The second specific point to make is that we have strong policies and processes no matter what
you read in the New York Times of compliance. I've had reason over the last week or so to go
back and read the so-called management plans, of a number of people involved in companies
involved in royalties and so on and so forth. And the first point to make is that I could find them
easily. They're complete, they're thorough, they're documented, they're given back to the person
involved. And when you look at the actual plan, whether it insulates us from the conflict in every
case, I believe it does. So on a sample of however many I looked at, I have to say, I was very
pleased by the work that Peter Scardino and his conflict-of-interest committee had done in this
critical part of our conflict management procedure.
All of you have reason to know firsthand just how effective these policies and processes are
because you're part of it. Many of you have submitted conflicts, have documented conflicts, have
written plans. So I don't need to tell you the state of affairs there, but we can be better for sure.
And it's mostly at tightening up. It's mostly taking what we've got and getting it in a place where
somebody like Craig or somebody like me or somebody like Lisa can look quickly at an
individual's potential conflicts, and assess whether something additional makes sense, they ought
to be cutting back. It's very hard in one place, at one moment in time to get it all there. But
individually it is there, it takes some work and, and just consolidating it and automating and
digitizing it is not a Herculean challenge. The task force will be looking after all of those kinds of
things. One other specific point to make and that is there are, and have been, some important
questions. You all have raised them, but we raised them as well, that need to be addressed. For
example, we had no policy when a Druckenmiller and Robertson and Maria Jose Kravis, sought
to invest in PAIGE. We had no policy about directors investing in MSK deals.

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We were silent on it. We hadn't, what did we decide? We had two other cases in the history that
we could find — a long history — two other cases where directors had invested in MSK deals.
So there wasn't a reason to have done a lot of thinking or policy making for something that
happens extremely infrequently, but with the benefit of what we've learned in respect to PAIGE,
we now have a policy and we agreed to it last week and it's been announced and you know what
it is. We also have no policies in place on an issue that has been raised in this room. And that is
whether MSK doctors and scientists should sit on the board of public companies irrespective of
any investment anybody's made. So, for example, should Craig continue to sit on the Merck
board? We have no policy on that. Each has been approved individually.
In the case of Craig and Merck, he was a director of Merck three or four years before he joined
MSK. So it was a matter of does he continue that appointment when he joins us? And he and I
talked about that when he joined the executive committee, reflected on it when he joined, and our
conclusion was that was a good thing. But we need to step back from that now and ask ourselves
whether that continues to be appropriate, whether it's appropriate in the future. I think we said
there were seven or eight of our doctors and scientists who are on public company boards — step
back and ask ourselves whether that continues to be a good practice for MSK. And we're going
to do that. We're in the process of doing that right now. The task force will inform us, but that
will be an executive committee decision.
Now, what problems are we dealing with? Obviously, our reputation with patients and donors is a
big issue. We’re focused on that. We're here today because there are equally obviously issues
with the faculty, which are important and concerns you have expressed among other things.
There's a long list of questions and issues, but the ones I would note in respect of things like
PAIGE, things like Y-mAbs, Jose, you have expressed concern that directors who invested in
PAIGE got a sweetheart deal. We can talk about that, I have some experience in the area from my
prior life. Scott has a ton of experience from his current life. We know something about private
investing on this board ,and none of us feel this got anywhere near the being the sweetheart deal,
but we can talk about that. There’s concerned about conflicts of interest in PAIGE and elsewhere.
We can talk about that. They're real. We seek to manage them. We can’t in every case make
conflicts, go away. They're all over the place in many things that we do. And in every case, if we
go with them, we seek to manage them. And there'll be more conflicts for sure. And other things
we do and we need to continue to be alert to them and manage them.
You've expressed concern about unjust enrichment of a select few for work done broadly at
MSK. That’s a real issue, and we can talk about that. You've expressed concern about inadequate
transparency and communication. We’re addressing that as we speak. We can do a better job, but
most critical and important to me is the widespread anger that I sense in the emails and in the
direct personal communication that I've received, the widespread anger, which is a good thing
that the MSK reputation earned over many, many years. It's your identity and having been
chairman of this board for over 20 years, it's my identity too, that reputation has been hurt by
Jose and PAIGE. And the question that you're asking quite properly is: where the hell was
management and the board in all of this, you should have protected this institution.
The fact that you're angry is all about the passion that you feel for this place, that love that you
have for this place, that commitment that you have to this place, and I wouldn't have it any other
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way, so we need to respond to that and talk about it. The next steps, so called way forward is
most of all, we have a hospital full of patients, waiting rooms full of outpatients, people waiting
for operations in the ORs. Most of all, we need to stay focused on our mission, every one of us
and not lose sight of the incredible work that's going on here. Yes, we got it. We got to focus on
everything that we've been talking about, but we need to stay focused on what this institution is
about and the incredible work that we're doing. Craig and I ultimately need to assure adequate
oversight of conflicts among other things that create reputation risk for this institution. We need
to protect MSK.
Believe me, we thought we were doing it with Jose, but we didn't get the job done for that. We
need some additional tools and we're working on that and we need a broader compliance
perspective so it isn't enough to write down that you're doing things, but did he or she actually
record the conflicts on the submission of the publication? We need to do some of that. It may just
be spot checking, not sure. But we need to do more. We need to increase transparency and
improved communication. We need, in some cases, Craig used the word like, called nebulous
— — he didn't like the word with hindsight about the rules in respect of what conflicts one is
supposed to report. But at the very least, they're inconsistent as hell. And if we got some industry
consistency, it would help a lot, but whatever, if we're unsuccessful at that, we need to have clear
rules, broad rules, rules that people can easily understand and rules that people can easily comply
with.
We owe you decisions on the key questions of whether a scientist and doctors should sit on
outside boards. We'd made the decision of whether they can sit on the boards of MSK deals and
whether they invest in a MSK deals and they can't as a moratorium on that pending the final
conclusions of the task force, but I don't think that will be allowed again. Um, and we need all of
us to use the resources we have in place to register our ongoing concerns a week ago by two
weeks ago by a we need to continue to register concerns that we have on an ongoing basis and
the systems that are available so that we're all vigilant to reputation risks and other issues. And
that's, that's the vehicle that gets us on it quickly and effectively, uh, and is in the overall best
interest of the institution. So that's the emphasis I would add to Craig's remarks, We’ve got a
great institution here. It was great two weeks ago, it’s great today and it's going to continue to be
great next week, next year, for as far ahead as you can see thanks to the people in this room and
the work that they do. Thank you. Nadeem, we’re open to questions.

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