Involuntary transfer Other If we receive notice of any other type of involuntary transfer, whether by order or decree such as in the case of the entry of a final judgment in a divorce or attachment proceeding , bankruptcy, or otherwise, we will automatically redeem the holders shares unless prohibited by applicable law for example, the bankruptcy code or a court order. That benefit is to create and maintain a community-owned genomic and phenotypic database that is designed to solve humankinds most important medical challenges. Members will always retain the ability to withdraw their Member Data from our Database by terminating their Purchaser Consent for all their Member Data or purging selected Member Data. Members Joining or Withdrawing: When a new member first joints our community by contributing Member Data to our Database, or if an existing member withdraws from our Company, we would record that fact together with an anonymized identifier for that member in the blockchain. Targeted Research Participation: In some situations, such as clinical trial recruitment, a researcher or contracted third party may want to contact you and other members directly. Our capital structure will then consist only of shares, which are the shares being sold in this Offering.
Currently, our Manager has six full-time and one part-time employee. The pharmaceutical industry lags behind other sectors in several indicators of digital maturity. Our operating agreement authorizes our Manager, a public benefit corporation, to make decisions that prioritizes public welfare. See Risk Factors beginning on page 6. While corporations may not be able to enforce arbitration provisions in their bylaws against shareholders who did not specifically agree to them, operating agreement binding arbitration provisions have been upheld under Delaware law since members agree to be bound by their terms. In the event our Manager elects to request an advisory vote from our members, the vote will not be binding on our Company.
We face competition in our business from a variety of organizations. We intend to implement a blockchain to store several types of transaction related to our Database. Continually, San Diegos numerous nonprofit research institutes command a large share of federal funding e. We protect Member Data via safeguards such as data backup, audit controls, access controls, data encryption and account creation and login verification. In particular, to maximize the value of our Managers outstanding equity or to further its public benefit in accordance with our Managers fiduciary duties, our Manager may elect unilaterally to modify our Management Agreement to increase the fees payable to our Manager, or take other actions in its management of our business, which may result in reduced or even no amounts being available for distribution to our Members.
This may make it more difficult to find an attorney who would represent a member without being paid a non-contingent hourly fee, and may also result in a member having to pay substantial attorneys fees, to pursue a claim against us or our Manager, including with respect to the discovery process and the arbitration proceeding, compared to a class action brought against us on behalf of a large number of members who could share those costs. Ingesting, curating, and harmonizing this information to the quality required for identifying links between our genome and our lifestyle to disease remains a major task and challenge. Regulatory approval processes may be expensive, time-consuming and uncertain, and our failure to obtain or comply with these approvals or clearances could harm our business, financial condition or operating results. Miner Underpay The algorithm which decides whether a block is valid only checks to verify whether the total amount of the reward exceeds the reward plus available fees. With the exception of exercising the right to terminate their Purchaser Consent or to purge selected Member Data, members will have no effective recourse for any breaches by our Manager of the Management Agreement. Member Data Contribution or Withdrawal: When a new or existing member contributes new Member Data to our Database, or an existing Member has us purge some or all of his or her Member Data from our Database, we would record the type of data submitted or purged, the number of shares issued to the member in case of a contribution or redeemed by us or the member in case of a purge , and the members de-identified identifier discussed in the preceding bullet point. With almost 20 years of experience in software design, engineering and databases, Kirby specializes in user centric interfaces and experiences and highly scalable, distributed cloud architectures and data engineering.
This Offering is being made pursuant to Tier 2 of Regulation A, promulgated under the Securities Act of 1933, as amended. The bitcoin inflation rate steadily trends downwards. Such a relationship between scientists and study participants could greatly benefit the scientific creative process as well. The State of Genomic Discovery Genomics is the study of the function and the evolution of genomes. We will immediately prevent the purged Member Data from being included in the results of any new queries run, and we will remove such Member Data from any previously delivered query results that we still control, such as those for which the researcher retains temporary, limited access to the query results on our servers which we refer to as a sandboxed area of our servers.
The initial term of the lease is for one year, ending in March 2019. These advertisements may or may not be targeted for you based on information that we collect. Because certain of the trademarks we use contain words or terms that have a common usage, our Manager may have difficulty registering them in certain jurisdictions. We estimated a discount rate range of 50. See below under the heading Meetings; Approvals. Because our Operating Agreement and Management Agreement limit the liability of our Manager and its officers, directors, and others, members may have no recourse for acts performed in good faith.
The Operating Agreement specifically authorizes the Manager to make the following modifications to the Operating Agreement: authorize and create new classes of equity securities, including limited liability company interests, options and warrants; admit new members; and update the schedule of members to reflect the addition, substitution, resignation or removal of members. If we do not compete effectively, our ability to retain and expand our Database, and our revenues, results of operations and financial condition, could be materially adversely affected. These third parties could increase the costs to obtain Member Data or seek to interfere with potential members ability to provide the Member Data to us. Services Under the terms of the Management Agreement, the Manager will, among other things: i create and maintain a community-owned genomic and phenotypic Database that is designed to solve humankinds most important medical challenges, consistent the Managers public benefit, ii make the Database dynamic, secure, and longitudinal, iii promote a supporting ecosystem for the Database, and iv generate revenue from which to make distributions to Members. We are managed by our Manager. See below under Description of BusinessOur Solution beginning on page 24. Our Manager may modify the terms of our Management Agreement, including the license terms with limited exceptions , unilaterally.
A wide range of genomic data types will be accepted, including genotyping, exome, and whole genome data files. The hundredths place is the digit to the right of the decimal point. By agreeing to the exclusive forum in San Diego, California, investors will not be deemed to have waived our or our Managers compliance with any federal securities laws or the rules and regulations thereunder. The declaration of distributions is at the discretion of our Manager. This presents a clear scalability problem and limits the utility of historical datasets, if the individuals comprising the data are unavailable to provide a more broad informed consent.
This Offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the shares. Round up by adding 1 to the tenths place to get 7. Risk Factors: Our services will involve the storage and transmission of Member Data, and theft and security breaches expose us to a risk of loss of this information, improper use and disclosure of such information, litigation, and potential liability. Voting Rights: Our members will not have any voting, consent or management rights relating to the management and operation of our Company, except to appoint a liquidator upon the dissolution of our Company if we do not have a Manager at that time. Together, these forces create the ideal time and place to develop a shared, secure, and member-controlled medical research data platform. See Our Management AgreementAmendment, Modification, or Waiver above beginning on page 48. Expenses or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition.