Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
BIOCON INC
Employer identification number
22-3619257
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
MUSCULOSKELETAL TRANSPLANT FOUNDATION INC
222803458
9
Yes
Yes
Yes
0
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2011.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2010.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2010.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2011
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
BIOCON INC
Employer identification number
22-3619257
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990 - ORGANIZATION'S MISSION
BIOCON, INC. (BIO) WAS FORMED TO SERVE AS THE SOLE VOTING MEMBER OF, AND ACT AS THE HOLDING COMPANY FOR, "MUSCULOSKELETAL TRANSPLANT FOUNDATION INC." (MTF) A NON-PROFIT 501(C) ORGANIZATION AND "DEUTSCHES INSTITUT FUR ZELL-UND GEWEBEERSATZ GMBH" (DIZG) A GERMAN NON-PROFIT ORGANIZATION. MTF'S MISSION IS TO PROVIDE QUALITY ALLOGRAFT TISSUES FOR TRANSPLANTATION, RESEARCH AND EDUCATION. DIZG SPECIALIZES IN CULTURING AND DISTRIBUTION OF KERATINOCYTES, MUSCULOSKELETAL, AND OTHER TISSUE FORMS. BIOCON, AS HOLDING COMPANY, HAS AUTHORITY TO APPROVE FUNDAMENTAL AMENDMENTS TO ORGANIZATIONAL DOCUMENTS AND TO APPROVE CERTAIN CORPORATE TRANSACTIONS SUCH AS MERGERS AND DISSOLUTIONS. BIOCON ALSO HAS THE EXCLUSIVE RIGHT TO ELECT OR APPOINT ALL MEMBERS OF THE BOARD OF DIRECTORS OF MTF AND DIZG. BIOCON CONTINUES TO MONITOR AND GUIDE THE ACTIVITIES OF MTF AND DIZG, AS WELL AS ANY AFFILIATES THAT MAY BE FORMED OR ACQUIRED IN THE FUTURE, TO FOSTER THE PROVISION OF HIGH QUALITY HUMAN ALLOGRAFT TISSUE TO THE COMMUNITY THROUGH THE MOST ECONOMICAL AND EFFICIENT SYSTEM POSSIBLE.
ADDITIONAL INFORMATION
FORM 990
FORM 990, PART IV, QUESTIONS 14A AND 14B - BIOCON, INC. NOTES THAT IT ANSWERED "NO" TO FORM 990, PART IV, QUESTION 14A AND 14B BECAUSE ITS ONLY INTERNATIONAL ACTIVITY CONSISTS OF DIZG ACTIVITY. 2011 ACTIVITY FOR DIZG IS SUMMARIZED ON FORM 5471. FORM 990, PART I, LINE 6 N/A
ADDITIONAL INFORMATION
FORM 990, PART V
PART V, QUESTIONS 2A AND 2B - THESE EMPLOYEES ARE PAID BY A RELATED ORGANIZATION - THE MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC.
FINANCIAL ACCOUNTS IN FOREIGN COUNTRIES
FORM 990, PART V, LINE 4B
GERMANY
CLASSES OF MEMBERS OR STOCKHOLDERS
FORM 990, PAGE 6, PART VI, LINE 6
BIOCON, INC.'S ARTICLES OF INCORPORATION AND BY-LAWS SPECIFICALLY PROHIBIT THE EXISTENCE OF MEMBERS/STOCKHOLDERS. INSTEAD, THE COMPANY IS GOVERNED BY ITS BOARD OF DIRECTORS. DIRECTORS SERVE A TERM OF SIX YEARS. HOWEVER, THE BOARD OF DIRECTORS OF BIOCON, INC. OVERLAPS THAT OF THE MUSCULOSKEL- ETAL TRANSPLANT FOUNDATION, INC. WITH ITS VARIOUS MEMBER ORGANIZATIONS. THUS, MTF AND ITS MEMBER ORGANIZATIONS HAVE SOME DEGREE OF INFLUENCE ON BIOCON, INC.
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990
FORM 990, PAGE 6, PART VI, LINE 11B
MEMBERS OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS WERE PROVIDED WITH A PAPER COPY OF FORM 990 AND ITS WAS REVIEWED WITH THEM AT AN OPEN MEETING OF THE AUDIT COMMITTEE FOR APPROVAL. SUBSEQUENT TO MODIFICA- TIONS, IF ANY, BEING MADE AS A RESULT OF THE MEETING, THE 990 IS CIRCULATED TO ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS.
ENFORCEMENT OF CONFLICTS POLICY
FORM 990, PAGE 6, PART VI, LINE 12C
MTF SENDS A QUESTIONNAIRE ANNUALLY TO BOARD MEMBERS REQUESTING DISCLOSURE OF ANY CONFLICTS OF INTEREST. OFFICERS AND KEY EMPLOYEES ARE EXPECTED TO VOLUNTARILY DISCLOSE ANY CONFLICTS OF INTEREST. THE LETTER INCLUDES THE FOLLOWING: QUESTIONNAIRE 1. DO YOU OR MEMBERS OF YOUR FAMILY HAVE FAMILY OR BUSINESS RELATIONSHIPS (AS DEFINED BELOW) WITH ANY OF THE FOLLOWING PERSONS OR ORGANIZATIONS LISTED IN ATTACHMENT A? IF YES, PLEASE IDENTIFY THE INDIVIDUAL AND EXPLAIN THE RELATIONSHIP. FAMILY RELATIONSHIPS INCLUDE AN INDIVIDUAL'S SPOUSE, CHILDREN, GRANDCHILDREN, SIBLINGS AND THE SPOUSES OF CHILDREN, GRANDCHILDREN AND SIBLINGS. BUSINESS RELATIONSHIPS INCLUDE EMPLOYMENT AND CONTRACTURAL RELATIONSHIPS AND COMMON OWNERSHIPS OF A BUSINESS WHERE ANY OFFICERS, DIRECTORS OR TRUSTEES, INDIVIDUALLY OR TOGETHER, POSSESS MORE THAN 35% OWNERSHIP INTEREST IN COMMON. EXPLANATION: ___________________________________________________________________________ 2.DO YOU RECEIVE COMPENSATION FROM ANY ORGANIZATIONS, WHETHER TAX EXEMPT OR TAXABLE, WHICH ARE RELATED TO MTF? IF YES, ATTACH A STATEMENT THAT EXPLAINS THE RELATIONSHIP BETWEEN MTF AND THE OTHER ORGANIZATION; DESCRIBE THE COMPENSATION ARRANGEMENT, INCLUDING AMOUNTS PAID TO YOU BY THE RELATED ORGANIZATION. COMPENSATION INCLUDES: SALARY, FEES, BONUSES, CONTRIBUTIONS TO EMPLOYEE BENEFIT PLAN, DEFERRED COMPENSATION PLANS, EXPENSE ALLOWANCES, AND THE VALUE OF THE PERSONAL USE OF HOUSING, AUTOMOBILES, OR OTHER ASSETS OWNED OR LEASED BY THE ORGANIZATION. DEFINITION OF RELATED ORGANIZATION: ORGANIZATIONS MAY BE RELATED IN SEVERAL WAYS; THE RELATIONSHIPS ARE NOT MUTUALLY EXCLUSIVE. RELATED ORGANIZATIONS ARE TAX-EXEMPT OR TAXABLE ORGANIZATIONS RELATED TO THE TAX-EXEMPT ORGANIZATION IN ONE OR MORE OF THE FOLLOWING WAYS: RELATIONSHIP 1. ONE ORGANIZATION OWNS OR CONTROLS THE OTHER ORGANIZATION. RELATIONSHIP 2. THE SAME PERSON(S) OWNS OR CONTROLS BOTH ORGANIZATIONS. RELATIONSHIP 3. THE ORGANIZATIONS HAVE A RELATIONSHIP AS SUPPORTING AND SUPPORTED ORGANIZATIONS. RELATIONSHIP 4. THE ORGANIZATIONS USE A COMMON PAYMASTER. RELATIONSHIP 5. THE OTHER ORGANIZATION PAYS PART OF THE COMPENSATION THAT THE ORGANIZATION WOULD OTHERWISE BE CONTRACTURALLY OBLIGATED TO PAY. RELATIONSHIP 6. THE ORGANIZATIONS CONDUCT JOINT PROGRAMS OR SHARE FACILITIES OR EMPLOYEES. OWNERSHIP. THE TERM OWNERSHIP IS HOLDING (DIRECTLY OR INDIRECTLY) 50% OR MORE OF THE VOTING POWER IN A CORPORATION, PROFITS INTEREST IN A PARTNERSHIP, OR BENEFICIAL INTEREST IN A TRUST. CONTROL. THE TERM CONTROL IS HAVING 50% OR MORE OF THE VOTING POWER IN A GOVERNING BODY, OR THE POWER TO APPOINT 50% OR MORE OF AN ORGANIZATION'S GOVERNING BODY, OR THE POWER TO APPROVE AN ORGANIZATION'S BUDGETS AND EXPENDITURES (AN EFFECTIVE VETO POWER OVER THE ORGANIZATION'S BUDGETS AND EXPENDITURES). ALSO, CONTROL CAN BE INDIRECT BY OWNING OR CONTROLLING ANOTHER ORGANIZATION WITH SUCH POWER. COMMON PAYMASTER. IN GENERAL, A COMMON PAYMASTER OF A GROUP OF RELATED CORPORATIONS IS ANY MEMBER THEREOF THAT DISBURSES REMUNERATION TO EMPLOYEES OF TWO OR MORE OF THOSE CORPORATIONS ON THEIR BEHALF AND THAT IS RESPONSIBLE FOR KEEPING BOOKS AND RECORDS FOR THE PAYROLL WITH RESPECT TO THOSE EMPLOYEES. ATTACHMENT A LISTS OFFICERS, BOARD MEMBERS, INDEPENDENT CONTRACTORS, ETC.
COMPENSATION PROCESS FOR TOP OFFICIAL
FORM 990, PAGE 6, PART VI, LINE 15A
THE CEO RECEIVES NO COMPENSATION FOR DUTIES ASSOCIATED WITH BIOCON, INC. AND RELATED DISREGARDED ENTITIES. HE IS PAID BY A RELATED ORGANIZATION CALLED THE MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC.
COMPENSATION PROCESS FOR OFFICERS
FORM 990, PAGE 6, PART VI, LINE 15B
THE TREASURER AND SECRETARY RECEIVE NO COMPENSATION FOR DUTIES RELATED TO BIOCON, INC. AND RELATED DISREGARDED ENTITIES. THEY ARE PAID BY A RELATED ORGANIZATION CALLED THE MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC.
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION
FORM 990, PAGE 6, PART VI, LINE 19
UPON REQUEST, BIOCON, INC., WILL PROVIDE PUBLIC DOCUMENTS THROUGH EMAIL, MAILINGS, AND OFFICE VISITS.
ADDITIONAL INFORMATION
FORM 990, PART VII
PART VII - BOARD OF DIRECTORS COMPENSATION - THE BOARD OF DIRECTORS RECEIVES NO COMPENSATION FROM BIOCON, INC. FOR ITS ACTIVITIES. THE BOARD MEMBERS ARE PAID HONORARIUMS AND REIMBURSED FOR REASONABLE TRAVEL COSTS ASSOCIATED WITH BOARD MEETINGS BY A RELATED ORGANIZATION - THE MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC.
GROUP RETURN METHOD
FORM 990, PAGE 7, PART VII
PARENT ORGANIZATION HAS FILED A SEPARATE RETURN
GROUP RETURN EXPLANATION
FORM 990, PAGE 7, PART VII
BIOCON, INC. IS A SUPPORTING ORGANIZATION OF MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC. THESE TWO ORGANIZATIONS FILE SEPARATE FORM 990 AND 990-T RETURNS AS REQUIRED BY THE INTERNAL REVENUE CODE.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.