2023-11-15T08:19:51-08:00 2022-12-31 990 2022-01-01 880234325 Research Development Foundation RESE 7138175259 402 North Division St Carson City NV 89703 Jarred W Sloan Vice President & Treasurer 2023-11-15 Jarred W Sloan 999009999 true 2 AAL1 IAL1 FAL1 2022 2023-04-26 12:10:37Z Robert M Wallace 10646348 false X N/A X 1989 NV To advance medical and scientific research through the transfer of technology from the laboratory to public use by obtaining patents, granting licenses and administering patents arising out of discoveries pursuant to research conducted or sponsored by certain other charitable organizations. As funds are available, grants are made to Clayton Foundation for Research to support additional research. 5 0 3 0 0 14786133 9895584 520682 -4430576 0 15306815 5465008 6000000 2125000 0 755596 684217 0 0 4455280 9328670 11210876 12137887 4095939 -6672879 46239131 53552306 4071396 16001727 42167735 37550579 To advance medical and scientific research through the transfer of technology from the laboratory to public use by obtaining patents and licenses and administering patents arising out of discoveries made pursuant to research conducted or sponsored by Clayton Foundation for Research and its supporting organizations. false false 11839926 2125000 Research Development Foundation ("RDF") is established to transfer medical and scientific technology from the lab to the public use by obtaining patents and licenses and administering patents arising out of discoveries made pursuant to medical research conducted or sponsored by Clayton Foundation for Research, a medical research organization described in Section 170(b)(1)(A)(iii) ("Clayton"), and by supporting organizations to Clayton. RDF's current patent portfolio contains approximately 200 patent applications and issued patents on discoveries that have been made in the course of the various research projects that have been conducted by Clayton or funded by another supporting entity of Clayton over the years. RDF has entered into numerous licenses of such discoveries to pharmaceutical and startup companies and fifteen of such discoveries have already led to products that have been brought to market by the licensee and are benefiting mankind. RDF has collected millions of dollars in royalties from its licensing activities over the years. 11839926 true false false false false false false false false true true false false true false true true false false false false false false false false false false true false true false false false false false false false true false false false false false true false false false true 13 0 true 3 true false false false false false false false 0 false false false false false false false X 5 0 true false false false false false false true true false false true true true true true true true true false X J Russell Beekman 7753293111 1325 Airmotive Way Suite 175 Reno NV 89502 Robert M Wallace Trustee, President 4.00 36.00 X X 169723 453239 93530 Jarred W Sloan Trustee, Vice President, Treasurer 4.00 36.00 X X 136524 486438 93530 Lynn P Carter Trustee 4.00 36.00 X 70148 552814 93530 Thomas J Brorby Trustee, Chairman 6.00 9.00 X X 70148 254082 48520 Brian W Crozier Trustee 6.00 9.00 X 70148 254082 48520 Joan S Dunlap Vice President, Assistant Secretary 8.00 32.00 X 47161 189575 84230 Robert L Evans Jr Assistant Treasurer 0.00 40.00 X 0 198267 78460 John Russell Beekman Vice President 10.00 30.00 X 0 106740 38554 Christopher MacKenzie Vice President, Secretary 1.00 2.00 X 0 0 0 563852 2495237 578874 2 false true false Clayton Biotechnologies Inc One Riverway Suite 1520 Houston TX 77056 Consulting 3975000 Parker Highlander PLLC 1120 S Capital of Texas Highway Austin TX 78746 Legal service - medical patent 1041342 Brorby Crozier & Dobie PC 111 Congress Ave Suite 2250 Austin TX 78701 Legal 144991 Norton Rose Fulbight LLP 98 San Jacinto Blvd Suite 1100 Austin TX 78701 Legal Services 3039743 4 0 Technology royalty income 900099 9895584 9895584 9895584 750764 750764 0 0 0 5181340 -5181340 -5181340 -5181340 0 0 0 0 5465008 5465008 X 2125000 2125000 0 0 0 563852 422889 140963 72095 64885 7210 0 31967 23975 7992 0 16303 12227 4076 0 3868916 3855304 13612 24420 24420 0 0 47497 47497 3986381 3975000 11381 0 3626 2720 906 0 0 21000 21000 0 0 0 0 0 0 75617 56713 18904 Patent Fees - Medical Patents 1301213 1301213 0 12137887 11839926 297961 0 388760 3015821 4684795 15628218 0 6554875 5701194 0 0 0 0 125477 50377 11170 11170 0 29606706 24264265 0 0 0 4878518 4892431 46239131 53552306 4071396 2125867 13875860 4071396 16001727 X 31350396 26733240 10817339 10817339 42167735 37550579 46239131 53552306 X -6672879 2041811 13912 X false true X true false X X X 1 Clayton Foundation for Research 741541767 4 false 11839926 0 1 11839926 0 false false false false false false false false false false false false false false false true Support Schedule: Additional Supplemental Information Grants of $2,125,000 made to Clayton Foundation for Research. Remaining functional expenses of $9,714,926 incurred in connection with patent and licensing function for the benefit of Clayton Foundation for Research and its supporting entities. Part IV, Section A, Line 1: Description Of How Supported Organizations Are Desigated Research Development Foundation is limited to supporting activities of (a) Clayton Foundation for Research, a medical research organization described in Section 170(b)(1)(A)(iii), (b) Foundation for Research, (c) Clayton Medical Research Foundation, and (d) hospitals, medical and scientific schools and organizations which conduct or support medical or scientific research described in Section 501(c)(3) of the Internal Revenue Code and classified as other than private foundations under Sections 509(a)(1 )or 509(a)(2) of the Code. Foundation for Research and Clayton Medical Research Foundation are related tax-exempt organizations (see Schedule R) that are also Type II supporting organizations to Clayton Foundation for Research. 10817339 10817339 10817339 10817339 10817339 10817339 10817339 10817339 10817339 10817339 1.00000 false false false 11170 11170 Med. Patent Cost net amort.of $2,898,597 4892431 4892431 X 7459322 2041811 2041811 5417511 47497 47497 5465008 12076478 12076478 47497 13912 61409 12137887 Part V, Line 4: Intended uses of the endowment fund. The Board of Trustees of the Foundation has interpreted the Uniform Prudent Management of Institutional Funds Act (UPMIFA) as requiring the preservation of the fair value of the original donor contribution as of the contribution date of the donor-restricted endowment funds. As a result of this interpretation, the Foundation classifies as permanently restricted net assets the original value of the donated contribution to the permanent endowment. Accordingly only the income, including realized and unrealized gains, is to be used for the Foundation's activities, except when such assets must be distributed in order to maintain the Foundation's tax-exempt status. Part X : FIN48 Footnote From the Federal Income Taxes section of the notes to the financial statements:"The Foundation has no uncertain tax provisions". Part XII, Line 4b: Other revenue amounts included on 990 but not included in F/S Patent cost over amort. & abandonments $13912 true Clayton Foundation for Resear One Riverway Suite 1500 Houston TX 77056 741541767 501(c)(3) 2125000 0 N/A N/A General Support 1 0 Grantmaker's Description of How Grants are Used Research Development Foundation is limited to supporting activities of (a) Clayton Foundation for Research, (b) Foundation for Research, (c) Clayton Medical Research Foundation, and (d) hospitals, medical and scientific schools and organizations which conduct or support medical or scientific research described in Section 501(c)(3) of the Internal Revenue Code and classified as other than private foundations under Sections 509(a)(1) or 509(a)(2) of the Code. The Foundation does not make any grants or loans to individuals. true true X X X X X false false false false false false false false false Brian W Crozier Trustee 70148 254082 48520 70148 302602 Jarred W Sloan Trustee, Vice President, Treasurer 136524 486438 9956 83574 146480 570012 Joan S Dunlap Vice President, Assistant Secretary 47161 189575 7074 77156 54235 266731 Lynn P Carter Trustee 70148 552814 93530 70148 646344 Robert L Evans Jr Assistant Treasurer 198267 78460 276727 Robert M Wallace Trustee, President 169723 453239 14936 78594 184659 531833 Thomas J Brorby Trustee, Chairman 70148 254082 48520 70148 302602 Part II, Compensation from Unrelated Organizations Part 1, Line 1a - Foundation representatives on Foundation business may travel first class under the travel policy approved by the Board but such persons sometimes fly economy, depending upon routes and convenience of flight schedules. The policy does not permit charter travel, and no charter travel was provided to any such persons. Allison MacKenzie Ltd See Schedule O 52964 Legal & Admin Services false Brorby Crozier Dobie PC See Schedule O 72095 Legal services false Form 990, Part VI, Section B, Line 11b Form 990 is prepared by the Foundation's accounting staff and sent to the Brorby, Crozier & Dobie law firm for review by a tax partner. Each trustee is given a copy of the return for review by the Treasurer prior to filing. Once satisfied with the content of the Form 990, the trustees approve the return for filing with the Internal Revenue Service, and the return is signed and dated by the appropriate officer of the Foundation. Form 990, Part VI, Section B, Line 12c Annually, the trustees and officers review the Conflicts of Interest Policy adopted by the Foundation. At a meeting of the Board each year, both the trustees and the officers sign and date a statement which affirms that such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the Foundation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one of more of its tax-exempt purposes. It is the policy of the Foundation to assure that any conflicts of interest or potential conflicts of interest are fully disclosed to the Board before a decision is made or before the Foundation enters into a proposed transaction. Where necessary to determine whether a conflict of interest exists, after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she leaves the Board meeting while the determination of whether a conflict of interest exists is discussed. If the Board determines that a conflict exists, the Board then determines whether the transaction or arrangement is fair and reasonable and should be permitted despite the conflict (or not) as being in the best interests of the Foundation. In instances where the Board has determined that a member has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and/or corrective action. Form 990, Part VI, Section B, Line 15a Several written opinions have been obtained from well recognized independent accounting and consulting firms as to the reasonableness of the compensation being paid to the officers and trustees of the Foundation (including amounts paid by related organizations). In addition, all steps listed in the regulations under IRC Section 4958 (including approval by a compensation committee composed of disinterested persons) have been taken to obtain the rebuttable presumption that compensation paid to the trustees and officers is reasonable. More specifically, the Foundation has periodically engaged an independent consulting firm to review the compensation of the officers and trustees of the Foundation and the group of related and supporting entities. Such consulting firm examines the relevant facts and collects information and data from the Foundation. It also collects and analyzes compensation data from a peer group of unrelated non-profit and for-profit organizations that it selects for comparability purposes. Such firm then renders a written report and opinion containing its conclusions and recommendations. Such report (including a thorough description of the facts and the comparability analysis and data) is provided to the Foundation's Compensation Committee. Such committee, which has the sole authority to approve officer and trustee compensation, constitutes an authorized body composed of persons that do not have a conflict of interest with respect to such compensation arrangements under the rules and requirements set forth in Reg. 53.4958-6(c)(1). The committee meets and reviews the consulting firm's report and the comparability analysis and data. At the meeting, the committee has the opportunity to ask questions and request additional information from a Foundation representative on the committee (who recuses himself from the meeting before any action is taken). After review of the relevant documents and data and after deliberations, the independent committee members make the determination with respect to the amount and reasonableness of the officer and trustee compensation arrangements. Such determination is binding on the trustees and officers of the Foundation. Detailed minutes of each Compensation Committee meeting are contemporaneously prepared and maintained in the Foundation's files. Form 990, Part VI, Section B, Line 15b See Line 15 a for the description of the compensation review and approval of other officers or key employees. Form 990, Part VI, Section C, Line 19 No documents available to the public. Form 990, Part XI, Line 9 Patent cost over Amort. and Abandonment = $13912 Part 1, Line 4 & Part VI, Line 1b - Independent Voting Members The recommendation regarding independent members of the governing board of a charity is described and discussed in detail in the report entitled "Principles for Good Governance and Ethical Practice, A Guide for Charities and Foundations", Reference Edition, that was published in October 2007 by the Panel on the Nonprofit Sector. This panel was convened by Independent Sector and its recommendations have been cited with approval by the Internal Revenue Service. Such report concludes that the principle with respect to independent directors does not apply to various types of organizations, including supporting organizations such as the Foundation, as to which the requirements of IRC Section 509(a)(3) require common Board members. In this regard, Footnote 27 on page 23 expressly states as follows: "This principle [a substantial majority of the Board should be independent] does not apply to private foundations; medical research institutions...; supporting organizations or subsidiaries that are required by law to include representatives of the supported organizations or sponsoring charities on their board..." [footnote listing continues with several other specific types of Section 501(c)(3) organizations]. Part VI, Section A, Line 2 and Schedule L, Part IV Mr. Christopher MacKenzie, Vice President and Secretary of the Foundation, is a partner in the law firm of Allison, MacKenzie, Ltd. Mr. MacKenzie was elected in October 2013. Allison, MacKenzie, Ltd. is engaged to represent the Foundation in various legal and administrative matters, as well as leasing office space to the Foundation at rates determined by arm's length negotiation. The Foundation's relationship with Allison, MacKenzie, Ltd. predates the naming of Mr. Christopher MacKenzie as an officer. Mr. Thomas J. Brorby, who became a trustee of the Foundation on July 1, 1998 (and was elected Chairman of the Board effective May 1, 2008), has provided legal services to the Foundation or its supported organization since 1965. Mr. Brian W. Crozier, who became a trustee of the Foundation on January 1, 2019, has provided legal services to the Foundation or its supported organization since 1985. Mr. Brorby and Mr. Crozier are members of the law firm of Brorby, Crozier & Dobie, P.C. ("B,C&D") and together own more than 35% of B,C&D. Such firm is engaged to furnish legal services to the Foundation on an hourly basis in connection with various matters upon the request of Foundation trustees and officers other than Mr. Brorby and Mr. Crozier. The Foundation's relationship with B,C&D pre-dates the naming of either Mr. Brorby or Mr. Crozier as trustees. In their capacity as members of the Board of the Foundation, Mr. Brorby and Mr. Crozier do not participate in any decisions involving assignment of work to B,C&D and are not involved in the review and approval of the detailed monthly invoices sent by B,C&D to the Foundation. In their capacity with B,C&D, Mr. Brorby and Mr. Crozier do not participate in the preparation of the monthly statements of amounts billed to the Foundation. The other trustees (with Mr. Brorby and Mr. Crozier abstaining) have approved this arrangement with full knowledge of Mr. Brorby's and Mr. Crozier's position as a member of and a holder of a financial interest in B,C&D. Several written opinions have been obtained from well recognized independent accounting and consulting firms as to the reasonableness of the legal fees being paid to B,C&D by the Foundation. In addition, all steps listed in the regulations under IRC Section 4958 (including approval by a compensation committee composed of disinterested persons) have been taken to obtain the rebuttable presumption that compensation paid to B,C&D is reasonable. More specifically, the Foundation has periodically engaged an independent consulting firm to review the legal fees paid to B,C&D. Such consulting firm examines the relevant facts and collects information and data from the Foundation and B,C&D. It also collects and analyzes compensation data from a peer group of comparable unrelated attorneys and law firms that it selects for comparability purposes. Such consulting firm then renders a written report and opinion containing its conclusions and recommendations. Such report (including a thorough description of the facts and the comparability analysis and data) is provided to the Foundation's Compensation Committee. Such committee, which has the sole authority to approve the compensation arrangement with B,C&D (including hourly rates), constitutes an authorized body composed of persons that do not have a conflict of interest with respect to such compensation arrangements under the rules and requirements set forth in Reg. 53.4958-6(c)(1). The committee meets and reviews the consulting firm's report and the comparability analysis and data. At the meeting, the committee has the opportunity to ask questions and request additional information from a Foundation representative on the committee (who recuses himself from the meeting before any action is taken). After review of the relevant documents and data and after deliberations, the independent committee members make the determination with respect to the amount and resonableness of the compensation arrangement, Such determination is binding in B,C&D. Detailed minutes of each Compensation Committee meeting are contemporaneously prepared and maintained in the Foundation's files. Clayton Foundation for Research One Riverway Suite 1500 Houston TX 77056 741541767 Conduct Medical Research TX 501(c)(3) Line 4 NA false Clayton Foundation Company One Riverway Suite 1500 Houston TX 77056 746035675 Title Holding Company TX 501(c)(2) N/A Clayton Foundation for Research false Foundation for Research 402 North Division St Carson City NV 89703 880234196 Medical Research NV 501(c)(3) Line 12, Type 2 NA false Clayton Medical Research Foundation 402 North Division St Carson City NV 89703 510306704 Medical Research NV 501(c)(3) Line 12, Type 2 NA false Institut Clayton de la Recherche Case Postale 284 Geneva SZ 1211 Medical Research SZ Exempt Swiss Charity Line 12 Type 2 (if U NA false Foundation Services Inc 402 North Division St Carson City NV 89703 880374369 Holding Company NV NA C false Clayton Biotechnologies Inc One Riverway suite 1520 Houston TX 77056 760377287 Technology Transfer NV Foundation Services Inc C false William Clayton Jr Trust One Riverway Suite 1500 Houston TX 77056 746085129 Charitable Remainder Trust TX Clayton Foundation for Research T false Julie Davis Clayton Trust One Riverway Suite 1500 Houston TX 77056 746085161 Charitable Remainder Trust TX Clayton Foundation for Research T false false true false false false false false false false false false false true false false true false false false Part V, Line2 - Transactions With Related Parties Per instructions, none of the transactions are reportable on Line 2.