Page 1 of 1

Williams, Keturah (NIH/NEI) [E]
From:

Shuyuan Yao

Sent:

Friday, February 26, 2010 2:33 PM

To:

Williams, Keturah (NIH/NEI) [E]

Cc:

kang zhang; Sheng Ding

Subject:

Re: Grant Number: 1 R43 EY 020711 - 01 PI: Shuyuan Yao (Eligibility Requirements)

Follow Up Flag: Follow up
Flag Status:

Completed

Attachments:

W-9_Calcyte.pdf; Calcyte Cap_Table Feb 26 2010_1.pdf; Calcyte employee
Feb252010.pdf; calcyte incorp article.pdf

Dear Keturah,
Attached please find CalCyte's Capital Table, Employee list and Incorporation Article to support
CalCyte's eligibility for small business entity.
Attached please also find CalCyte's W-9 form.
If further information need, please let me know. Thanks for help.
Sincerely,

Shuyuan Yao, Ph.D.
CalCyte Therar eutics, Inc.

3/1/2010

 CalCyte
Date:
Subject:

5082 Greenwillow Lane
San Diego, CA 92130

Feb 25th, 2010
Employee List

Employees
Shuyuan Yao
Heidi Butler
Amy Buono
Richard Hertzberg
Duan Zhuang
Kang Zhang
Sheng Ding

CalCyte Therapeutics, Inc.

Degree

position

Nationality

Immigration
Status

PH.D

Research Director, and
General Manager

Canada

PR

President and Treasurer
Administrator
Financial Consultant
Secretary
Scientific Advisor
Scientific Advisor

USA
USA
USA
China
USA
China

N/A
N/A
N/A
PR
N/A
PR

Ph.D.
Ph.D.
M.D., Ph.D
Ph.D

 Caryte
Date:
Subject:

CalCyte Therapeutics, Inc.
5082 Greenwillow Lane
San Diego, CA 92130

Feb 26th, 2010
Capitalization Table

Stockholder

Nationality /
Immigration status

Common

Total Shares

Kang Zhang
Sheng Ding

USA
China /PR

200,000
200,000

200,000
200,000

Percentage of
Common
Stock
50%
50%

400,000

600,000

100%

Total Issued:
Total Shares Authorized:
Total Authorized Common Stock:

1,000,000

Total Shares Available for Future Issuance:

600,000

1

 W-9

Request for Taxpayer
Form
(Rev. October 2007)
Identification Number and Certification
Department of the Treasury
Internal Revenue Service
Name (as shown on your income tax return)
Calcyte Therapeutics
Business name, if different from above

Give form to the
requester. Do not
send to the IRS.

Check appropnate box: 0 Individual/Sole proprietor
[ZI Corporation 0 Partnership
Exempt
O Limited liability company. Enter the tax classification (D=disregarded entity. C=corporation. P=partnership)
" payee
o Other (see instructions) P.
Requester's name and address (optional)
Address (number. street. and apt. or suite no.)
5082 Greenwillow Lane
City, state, and ZIP code
San Diego, CA 92130
List account number(s) here (optional)
Part I

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Part II

Social security number

or
Employer identification number
0477283
27

Certification

Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.

Sign
Here

Signature of
U.S. persona'

Date 0. 61.27,4„*//:;_ot (7

General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.

Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to
request your 'TIN, you must use the requester's form if it is
substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United
States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section
301.7701-7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
from such business. Further, in certain cases where a Form W-9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
• The U.S. owner of a disregarded entity and not the entity,

Cat. No. 10231X

Form W-9 (Rev. 10-2007)

 Form W-9 (Rev. 10-2007)

• The U.S. grantor or other owner of a grantor trust and not the
trust, and
• The U.S. trust (other than a grantor trust) and not the
beneficiaries of the trust.
Foreign person. If you are a foreign person, do not use Form
W-9. Instead, use the appropriate Form W-8 (see Publication
515. Withholding of Tax on Nonresident Aliens and Foreign
Entities).
Nonresident alien who becomes a resident alien. Generally,
only a nonresident alien individual may use the terms of a tax
treaty to reduce or eliminate U.S. tax on certain types of income•
However, most tax treaties contain a provision known as a
"saving clause." Exceptions specified in the saving clause may
permit an exemption from tax to continue for certain types of
income even after the payee has otherwise become a U.S.
resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an
exemption from U.S. tax on certain types of income, you must
attach a statement to Form W-9 that specifies the following five
items:
1.The treaty country. Generally, this must be the same treaty
under which you claimed exemption from tax as a nonresident
alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that
contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the
exemption from tax.
5. Sufficient facts to justify the exemption from tax under the
terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows
an exemption from tax for scholarship income received by a
Chinese student temporarily present in the United States. Under
U.S. law, this student will become a resident alien for tax
purposes if his or her stay in the United States exceeds 5
calendar years. However, paragraph 2 of the first Protocol to the
U.S.-China treaty (dated April 30, 1984) allows the provisions of
Article 20 to continue to apply even after the Chinese student
becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of
the first protocol) and is relying on this exception to claim an
exemption from tax on his or her scholarship or fellowship
income would attach to Form W-9 a statement that includes the
information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to
backup withholding, give the requester the appropriate
completed Form W-8.
What is backup withholding? Persons making certain payments
to you must under certain conditions withhold and pay to the
IRS 28% of such payments. This is called "backup withholding."
Payments that may be subject to backup withholding include
interest, tax-exempt interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee pay, and
certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments
you receive if you give the requester your correct TIN, make the
proper certifications, and report all your taxable interest and
dividends on your tax return.
Payments you receive will be subject to backup
withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II
instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect
TIN,

Page

2

4. The IRS tells you that you are subject to backup
withholding because you did not report all your interest and
dividends on your tax return (for reportable interest and
dividends only), or
5. You do not certify to the requester that you are not subject
to backup withholding under 4 above (for reportable interest and
dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup
withholding. See the instructions below and the separate
Instructions for the Requester of Form W-9.
Also see Special rules for partnerships on page 1.

Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such
failure unless your failure is due to reasonable cause and not to
willful neglect.
Civil penalty for false information with respect to
withholding. If you make a false statement with no reasonable
basis that results in no backup withholding, you are subject to a
$500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal
penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in
violation of federal law, the requester may be subject to civil and
criminal penalties.

Specific Instructions
Name
If you are an individual, you must generally enter the name
shown on your income tax return. However, if you have changed
your last name, for instance, due to marriage without informing
the Social Security Administration of the name change, enter
your first name, the last name shown on your social security
card, and your new last name.
If the account is in joint names, list first, and then circle, the
name of the person or entity whose number you entered in Part I
of the form.
Sole proprietor. Enter your individual name as shown on your
income tax return on the "Name" line. You may enter your
business, trade, or "doing business as (DBA)" name on the
"Business name" line.
Limited liability company (LLC). Check the "Limited liability
company" box only and enter the appropriate code for the tax
classification ("D" for disregarded entity, "C" for corporation, "P"
for partnership) in the space provided.
For a single-member LLC (including a foreign LLC with a
domestic owner) that is disregarded as an entity separate from
its owner under Regulations section 301.7701-3, enter the
owner's name on the "Name" line. Enter the LLC's name on the
"Business name" line.
For an LLC classified as a partnership or a corporation, enter
the LLC's name on the "Name" line and any business, trade, or
DBA name on the "Business name" line.
Other entities. Enter your business name as shown on required
federal tax documents on the "Name" line. This name should
match the name shown on the charter or other legal document
creating the entity. You may enter any business, trade, or DBA
name on the "Business name" line.
Note. You are requested to check the appropriate box for your
status (individual/sole proprietor, corporation, etc.).

Exempt Payee
If you are exempt from backup withholding, enter your name as
described above and check the appropriate box for your status,
then check the "Exempt payee" box in the line following the
business name, sign and date the form.

 Form W-9 (Rev. 10-2007)

Page

Generally, individuals (including sole proprietors) are not exempt
from backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should
still complete this form to avoid possible erroneous backup
withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any
IRA, or a custodial account under section 403(b)(7) if the account
satisfies the requirements of section 401(f)(2),
2. The United States or any of its agencies or
instrumentalities,
3. A state, the District of Columbia, a possession of the United
States, or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions,
agencies, or instrumentalities, or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding
include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in
the United States, the District of Columbia, or a possession of
the United States,
9. A futures commission merchant registered with the
Commodity Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under
the Investment Company Act of 1940,
12. A common trust fund operated by a bank under section
584(a),
13. A financial institution,
14. A middleman known in the investment community as a
nominee or custodian, or
15. A trust exempt from tax under section 664 or described in
section 4947.
The chart below shows types of payments that may be
exempt from backup withholding. The chart applies to the
exempt payees listed above, 1 through 15.
IF the payment is for...

THEN the payment is exempt
for...

Interest and dividend payments

All exempt payees except
for 9

Broker transactions

Exempt payees 1 through 13.
Also, a person registered under
the Investment Advisers Act of
1940 who regularly acts as a
broker

Barter exchange transactions
and patronage dividends

Exempt payees 1 through 5

Payments over $600 required
to be reported and direct
sales over $5,000'

Generally, e),cempt payees
1 through 7

,

See Form 1099-MISC, Miscellaneous Income, and its instructions.
However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099-MISC are not exempt from
backup withholding: medical and health care payments, attorneys' fees, and
payments for services paid by a federal executive agency.

3

Part I. Taxpayer Identification
Number (TIN)
Enter your TIN in the appropriate box. If you are a resident
alien and you do not have and are not eligible to get an SSN,
your TIN is your IRS individual taxpayer identification number
(ITIN). Enter it in the social security number box. If you do not
have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may
enter either your SSN or EIN. However, the IRS prefers that you
use your SSN.
If you are a single-member LLC that is disregarded as an
entity separate from its owner (see Limited liability company
(LLC) on page 2), enter the owner's SSN (or EIN, if the owner
has one). Do not enter the disregarded entity's EIN. If the LLC is
classified as a corporation or partnership, enter the entity's EIN.
Note. See the chart on page 4 for further clarification of name
and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one
immediately. To apply for an SSN, get Form SS-5, Application
for a Social Security Card, from your local Social Security
Administration office or get this form online at www.ssa.gov. You
may also get this form by calling 1-800-772-1213. Use Form
W-7, Application for IRS Individual Taxpayer Identification
Number, to apply for an ITIN, or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can
apply for an EIN online by accessing the IRS website at
www.irs.gov/businesses and clicking on Employer Identification
Number (EIN) under Starting a Business. You can get Forms W-7
and SS-4 from the IRS by visiting www.irs.gov or by calling
1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN,
write "Applied For" in the space for the TIN, sign and date the
form, and give it to the requester. For interest and dividend
payments, and certain payments made with respect to readily
tradable instruments, generally you will have 60 days to get a
TIN and give t to the requester before you are subject to backup
withholding on payments. The 60-day rule does not apply to
other types of payments. You will be subject to backup
withholding on all such payments until you provide your TIN to
the requester.
Note. Entering "Applied For" means that you have already
applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner
must use the appropriate Form W-8.

Part H. Certification
To establish to the withholding agent that you are a U.S. person,
or resident alien, sign Form W-9. You may be requested to sign
by the withholding agent even if items 1, 4, and 5 below indicate
otherwise.
For a joint account, only the person whose TIN is shown in
Part I should sign (when required). Exempt payees, see Exempt
Payee on page 2.
Signature requirements. Complete the certification as indicated
in 1 through 5 below.
1. Interest, dividend, and barter exchange accounts
opened before 1984 and broker accounts considered active
during 1983. You must give your correct TIN, but you do not
have to sign the certification.
2. Interest, dividend, broker, and barter exchange
accounts opened after 1983 and broker accounts considered
inactive during 1983. You must sign the certification or backup
withholding will apply. If you are subject to backup withholding
and you are merely providing your correct TIN to the requester,
you must cross out item 2 in the certification before signing the
form.

 Form W-9 (Rev. 10-2007)

Page

3. Real estate transactions. You must sign the certification.
You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you
do not have to sign the certification unless you have been
notified that you have previously given an incorrect TIN. "Other
payments" include payments made in the course of the
requester's trade or business for rents, royalties, goods (other
than bills for merchandise), medical and health care services
(including payments to corporations), payments to a
nonemployee for services, payments to certain fishing boat crew
members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or
abandonment of secured property, cancellation of debt,
qualified tuition program payments (under section 529), IRA,
Coverdell ESA, Archer MSA or NSA contributions or
distributions, and pension distributions. You must give your
correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:
1. Individual
2. Two or more individuals (joint
account)
3. Custodian account of a minor
(Uniform Gift to Minors Act)
4. a. The usual revocable savings
trust (grantor is also trustee)
b. So-called trust account that is
not a legal or valid trust under
state law
5. Sole proprietorship or disregarded
entity owned by an individual
For this type of account:
6. Disregarded entity not owned by an
individual
7. A valid trust, estate, or pension trust
8. Corporate or LLC electing
corporate status on Form 8832
9. Association, club. religious.
charitable, educational, or other
tax-exempt organization
10. Partnership or multi-member LLC
11. A broker or registered nominee
12. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agncultural
program payments

Give name and SSN of:
The individual
The actual owner of the account or,
if combined funds, the first
individual on the account'
The minor '
The grantor-trustee'
The actual owner

.

The owner'
Give name and EIN of:
The owner
Legal entity'
The corporation
The organization

4

Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal
information such as your name, social security number (SSN), or
other identifying information, without your permission, to commit
fraud or other crimes. An identity thief may use your SSN to get
a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
Call the IRS at 1-800-829-1040 if you think your identity has
been used inappropriately for tax purposes.
Victims of identity theft who are experiencing economic harm
or a system problem, or are seeking help in resolving tax
problems that have not been resolved through normal channels,
may be eligible for Taxpayer Advocate Service (TAS) assistance.
You can reach TAS by calling the TAS toll-free case intake line
at 1-877-777-4778 or TTY/TDD 1-800-829-4059.
Protect yourself from suspicious emails or phishing
schemes. Phishing is the creation and use of email and
websites designed to mimic legitimate business emails and
websites. The most common act is sending an email to a user
falsely claiming to be an established legitimate enterprise in an
attempt to scam the user into surrendering private information
that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails.
Also, the IRS does not request personal detailed information
through email or ask taxpayers for the PIN numbers, passwords,
or similar secret access information for their credit card, bank, or
other financial accounts.
If you receive an unsolicited email claiming to be from the IRS,
forward this message to phishing@irs.gov. You may also report
misuse of the IRS name, logo, or other IRS personal property to
the Treasury Inspector General for Tax Administration at
1-800-366-4484. You can forward suspicious emails to the
Federal Trade Commission at: spam@uce.gov or contact them at
www.consumergovfidtheft or 1-877-1DTHEFT(438-4338).
Visit the IRS website at www.irs.gov to learn more about
identity theft and how to reduce your risk.

The partnership
The broker or nominee
The public entity

'List first and circle the name of the person whose number you furnish. If only one person
on a joint account has an SSN, that person's number must be furnished.
' Circle the minor's name and furnish the minor's SSN.
3 You must show your individual name and you may also enter your business Or "ORA'
name on the second name line. You may use either your SSN or EIN Of you have one),
but the IRS encourages you to use your SSN.
° List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN
of the personal representative or trustee unless the legal entity itself is not designated in
the account title ) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed,
the number will be considered to be that of the first name listed.

Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.
The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia. and U.S.
possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal
nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other
payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

 Delaware

PAGE

1

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF "CALCYTE
THERAPEUTICS, INC.", FILED IN THIS OFFICE ON THE FIRST DAY OF
JULY, A.D. 2009, AT 2:12 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.

c'ErC)Zi

JeffreyWA3Olock,SecretaryofState

4705162

8100

AUTHEN

TION: 7397251
DATE: 07-02-09

may verify this certificate online
at corp.delaware.gov/authver.shtml
You

 State of Delaware
Secretary of State
Division of Corporations
Delivered 02:35 PM 07/01/2009
FILED 02:12 PM 07/01/2009
SRI' 090666306 - 4705162 FILE

CERTIFICATE OF INCORPORATION
OF
CALCYTE THERAPEUTICS, INC.
The undersigned, a natural person (the "Sole Incorporator"), for the purpose of
organizing a corporation to conduct the business and promote the purposes hereinafter stated,
under the provisions and subject to the requirements of the laws of the State of Delaware hereby
certifies that:

I.
The name of this corporation is CalCyte Therapeutics, Inc.

The address of the registered office of the corporation in the State of Delaware is 1209
Orange street, City of Wilmington. County of New Castle, and the name of the registered agent
of the corporation in the State of Delaware at such address is The Corporation Trust Company.

The purpose of this corporation is to engage in any lawful act or activity for which a
corporation may be organized under the Delaware General Corporation Law ('DGCL").

A.
This corporation is authorized to issue only one class of stock, to be designated
Common Stock. The total number of shares of Common Stock presently authorized is one
million (1,000,000), each having a par value of one-tenth of one cent ($0.001).
V.
A.
The management of the business and the conduct of the affairs of the corporation
shall be vested in its Board of Directors. The number of directors which shall constitute the
whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the
Bylaws.
B.

Election of Directors

1.
Subject to the rights of the holders of Preferred Stock to elect additional
directors under specified circumstances, directors shall be elected at each annual meeting of
stockholders to hold office until the next annual meeting. Each director shall hold office either
until the expiration of the tetm for which elected or appointed and until a successor has been
elected and qualified, or until such director's death, resignation or removal. No decrease in the

637763 v2/SID

 number of directors constituting the Board of Directors shall shorten the term of any incumbent
director.
2.
No person entitled to vote at an election for directors may cumulate votes
to which such person is entitled, unless, at the time of such election, the corporation is subject to
Section 2115(b) of the California General Corporation Law (" CGCL"). During such time or
times that the corporation is subject to Section 2115(6) of the CGCL, every stockholder entitled
to vote at an election for directors may cumulate such stockholder's votes and give one candidate
a number of votes equal to the number of directors to be elected multiplied by the number of
votes to which such stockholder's shares are otherwise entitled, or distribute the stockholder's
votes on the same principle among as many candidates as such stockholder thinks fit. No
stockholder, however, shall be entitled to so ctunulate such stockholder's votes unless (a) the
names of such candidate or candidates have been placed in nomination prior to the voting and (b)
the stockholder has given notice at the meeting, prior to the voting, of such stockholder's
intention to cumulate such stockholder's votes. If any stockholder has given proper notice to
cumulate votes, all stockholders may cumulate their votes for any candidates who have been
properly placed in nomination. Under cumulative voting, the candidates receiving the highest
number of votes, up to the number of directors to be elected, are elected.
C

Removal

1.
During such time or times that the corporation is subject to
Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed
from office at any time without cause by the affirmative vote of the holders of at least a majority
of the outstanding shares entitled to vote on such removal; provided, however, that unless the
entire Board is removed, no individual director may be removed when the votes cast against such
director's removal, or not consenting in writing to such removal, would be sufficient to elect that
director if voted cumulatively at an election which the same total number of votes were cast (or,
if such action is taken by written consent, all shares entitled to vote were voted) and the entire
number of directors authorized at the time of such director's most recent election were then
being elected.
2.
At any time or times that the corporation is not subject to Section 2115(b)
of the CGCL and subject to any limitations imposed by law, Section C.1 above shall not apply
and the Board of Directors or any director may be removed from office at any time (a) with
cause by the affirmative vote of the holders of a majority of the voting power of all then.
outstanding shares of capital stock of the corporation entitled to vote generally at an election of
directors or (b) without reuse by the affirmative vote of the holders of a majority of the voting
power of all then-outstanding shares of capital stock of the corporation, entitled to vote generally
at an election of directors.

D.
The Board of Directors is expressly empowered to adopt, amend or repeal the
Bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal the
Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any
class or series of stock of the corporation required by law or by this Certificate of Incorporation,
such action by stockholders shall require the affirmative vote of the holders of at least a majority

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2.

 of the voting power of all of the then-outstanding shares of the capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a single class.

The liability of the directors for monetary damages shall be eliminated to the
A.
fullest extent under applicable law. If the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the liability of a director of
the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so
amended.
This corporation is authorized to provide indemnification of agents (as defined in
B.
Section 317 of the CGCL) for breach of duty to the corporation and its stockholders through
bylaw provisions or through agreements with the agents, or through stockholder resolutions, or
otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL,
subject, at any time or times that the corporation is subject to Section 2115(b) of the CGCL, to
the limits on such excess indemnification set forth in Section 204 of the CGCL.
Any repeal or modification of this Article VI shall be prospective and shall not
C.
affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or
omission to act giving rise to liability or indemnification.

VII.
The corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon the stockholders herein are granted subject to this
reservation.

The name and the mailing address of the Sole Incorporator is as follows:
Kang Amigo M.D., Ph.D.
5082 Greenwillow Lane
San Diego, CA 92130
IN WITNESS WHEREOF, this Certificate has been subscribed this 1g day of July, 2009 by
the undersigned who affirms that the statements made herein are true and correct.
1

ICANc ZHANG, M.D., PH.D.
Sole Incorporator

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