WALTER P. CARNEY, Ph.D.

Chief Scientific Officer, Interim President, On-Q-ity

Walter Carney, PhD is Chief Scientific Officer and Interim President of On-Q-ity Inc., an innovative diagnostics company focused on informing and transforming cancer treatment cycle management and improving the quality of life for cancer patients. Dr. Carney is running the day to day scientific and business operations at On-Q-ity as it continues to optimize its CTC diagnostic platform. He comes to On-Q-ity from Oncogene Science, where he was Chief Executive Officer.

Dr. Carney received his Ph.D. in Medical Microbiology and Infectious Diseases from Thomas Jefferson Medical School in Philadelphia, PA in 1978. Dr. Carney spent 1978-1982 as a Harvard and NIH Fellow in the Department of Infectious Diseases at the Mass General Hospital, Boston, MA where he trained extensively in virology and in particular the Herpes Virus family as well as being one the pioneers in HIV research. In 1982, Dr. Carney joined the DuPont Medical Products Department where he managed a research group focused on HIV and oncogenes. These efforts resulted in a series of patents covering both tissue based tests and circulating tests for the ras and HER-2/neu Oncogenes. Dr Carney was the first to discover and patent the circulating extracellular domain for HER-2/neu which is currently used in the management of women with metastatic breast cancer. In 1991, Dr. Carney joined Oncogene Science as Vice President for R&D and in 1993 he was appointed to the Oncogene Science Executive Management team. From 1993 to 1997, Dr. Carney was Vice President and General Manager of the Diagnostics and Research Products Division which developed, marketed and sold over 800 RUO and IVD products. In 1997 Dr. Carney was appointed President of Oncogene Science Diagnostics and Corporate Officer for OSI Pharmaceuticals. Dr. Carney also held the position of Vice President of Proprietary Drug Development Programs and managed a scientific team that searched for small molecule stimulators of the erythropoietin (EPO) gene.

Oncogene Science joined Bayer HealthCare (BHC) in 1999 and Dr. Carney continued as Head of the Oncogene Science organization, which became a Center of Excellence for Oncology. During the years with BHC, numerous oncology biomarker programs were initiated to identify Companion Dx with targeted drugs in development at BHC. In addition to BHC, several biomarker programs were started with GSK, Incyte, Wilex etc to link tests with targeted therapies. In 2007, Oncogene Science became part of Siemens Healthcare as a result of the Bayer Dx acquisition. Dr. Carney was responsible for the development, manufacture and commercialization of numerous soluble biomarkers to guide targeted oncology therapies such as HER-2/neu, EGFR, CAIX, and uPA. By an extensive network of collaborations with medical, academic and pharmaceutical investigators, Dr Carney has lead the way in integrating the FDA cleared serum HER-2/neu test into clinical trials for HER-2 Inhibitors as well as into the management of Breast Cancer Patients. The circulating HER-2/neu test has become a specific biomarker for HER-2 positive breast cancer and a model for integrating biomarkers into clinical trials as a potential companion diagnostics. In addition, Dr. Carney was responsible for obtaining FDA clearance for the serum HER-2/neu test as well as a new CPT code called Oncoproteins and a reimbursement of $89.99. Dr. Carney has been a leader in integrating the FDA cleared test into the clinical management of women with HER-2 Positive Breast Cancer. Dr. Carney has published over 250 articles and abstracts, has been awarded over 30 patents and has numerous pending patent applications. In addition to being the inventor of the circulating HER-2/neu protein test, Dr. Carney was the first to discover and patent monoclonal antibodies to the family of ras oncoprotein mutations at position 12 and 13. Recently, Dr. Carney was awarded 3 patents for the clinical use of circulating EGFR, circulating uPA and circulating PAI-1. Dr. Carney is also frequently invited to speak at biomarker meetings on the topic of using Dx tests to guide the use of targeted therapies.

Dr. Carney also served on the Board of Directors and was Chairman of the Scientific Advisory Board for Signet Laboratories, Dedham, MA until the sale of the company to Covance in 2006. Dr. Carney has been an assistant Clinical Professor in the Department of Pathology at Tufts Medical School in Boston, MA since 1985. Dr. Carney currently serves on the Scientific Advisory Board of Vermillion.

BRUCE BOOTH

Director, On-Q-ity Board of Directors

Partner, Atlas Ventures

Bruce Booth is a Partner in the Life Sciences group and joined Atlas Venture in 2005. He focuses on novel biopharmaceutical products, therapeutic platforms and innovative biomedical technologies.

Bruce currently serves on the Boards of Atlas portfolio companies Avila, Bicycle, Miragen, Nimbus, On-Q-ity, ProtAffin and Zafgen. He also works or has worked closely with portfolio companies ARCA Biopharma (NASD:ABIO), Archemix, NxStage Medical (NASD:NXTM), Prestwick (acquired by Biovail, Sept 2008), Proprius (acquired by Cypress Biosciences, Feb 2008), and Stromedix.

Previously, Bruce was a Principal at Caxton Health Holdings L.L.C., where he focused on the firm's private equity activities, ranging from early stage venture capital through late stage private equity. Prior to Caxton, he was an Associate Principal at McKinsey & Company, where he advised biopharmaceutical clients on R&D productivity, corporate strategy and business development issues.

As a British Marshall Scholar, Bruce earned a Doctorate in Molecular Immunology from the Oxford University's Nuffield Department of Medicine and the Weatherall Institute of Molecular Medicine. He received his Bachelor of Science degree summa cum laude in Biochemistry from the Pennsylvania State University.

He serves as a Trustee of the New York Academy of Medicine, where he participates on the Executive Committee as Treasurer and helps manage the Academy's Endowment. He also currently serves in several life sciences advisory roles, including UCB Pharma NewMedicines Science Advisory Board, Beth Israel Deaconess Medical Center's Accelerating Bench to Bedside effort, and LifeTech Boston seed-stage loan program. Bruce has also authored numerous scientific papers and biotech venture capital review articles, including several in Nature Biotechnology and Nature Reviews Drug Discovery.

DION MADSEN, CFA

Director, On-Q-ity Board of Directors

Managing Director, Physic Ventures

Dion Madsen is co-founder and Managing Director of Physic Ventures. Dion focuses on life science opportunities that address the increasing consumer involvement in prevention and care of chronic disease. He is a Board Director for Elixir Pharmaceuticals, HaloSource, On-Q-ity, Pharmaca, and SurfaceLogix.

Prior to co-founding Physic Ventures, Dion served as Managing Director and leader of the investment practice of Unilever Technology Ventures. From 1998 to 2003, he served as a Partner of RBC Capital Partners, the private equity arm of the Royal Bank of Canada, where he was responsible for opening an office covering the Western Canadian market and, in 2002, for opening the RBC Life Sciences Fund's first U.S. office in San Francisco, California. At RBC, he led RBC's investments in early-stage North American healthcare companies such as Cytovax Biotechnologies, Hemosol, Inex Pharmaceuticals, Sembiosys Genetics, Idun Pharmaceuticals, Corus Pharma, Conforma Therapeutics and NeuroMed Technologies. While at RBC, Dion also served as Chief Financial Officer of Cytovax Biotechnologies Inc., raising a private placement and taking Cytovax to its IPO in 2001. Prior to joining RBC, Dion was Chief Financial Officer of Cyberion Networking Inc., then a publicly traded national Internet service provider. At Cyberion, Dion restructured the operations of the troubled company, successfully completed a private placement financing, achieved positive operating cash flow, and repackaged the company's consumer Internet assets for sale. While at Cyberion, Dion initiated technology development on a secure Internet application that was spun out and ultimately sold by The DocSpace Company Inc. to Critical Path for $568 million.

Dion previously worked in Commercial Banking with the Royal Bank of Canada in Edmonton. He has also been a member of the Investment Committee of ENSIS Investment Limited Partnership, a Canadian venture capital fund, and the Burrill AgBio Capital Fund, L.P. In addition, Dion has served as a director of Biostar Inc., Idun Pharmaceuticals, Ltd. and has been a board observer on numerous biotechnology companies.

Dion holds the Chartered Financial Analyst designation and holds a Bachelor's degree in Commerce specializing in Finance from the University of Saskatchewan.

ROBERT S. EPSTEIN, M.D., M.S.

Director, On-Q-ity Board of Directors

President, Advanced Clinical Science & Research and Chief Clinical Research & Development Officer, Medco

As Medco's President of Advanced Clinical Science and Research, and Chief Clinical Research and Development officer, Dr. Robert Epstein is responsible for all of Medco's clinical research initiatives, including the Medco Research Institute™ and the United BioSource Research Divisions. In this role, Dr. Epstein oversees an extended research team that works to advance Medco's clinically ground-breaking and market-differentiating outcomes research initiatives. Additionally, Dr. Epstein is responsible for new and emerging clinical areas, including Personalized Medicine.

Prior to this role, Dr. Epstein was Medco's Chief Medical Officer for 13 years, where he oversaw formulary development, clinical guidelines, drug information services, accreditation oversight, personalized medicine services, and client analysis and reporting. In addition, Dr. Epstein was appointed President of the Medco Research Institute in 2009, where he led Medco's peer-reviewed research initiatives and collaborations in the areas of personalized medicine, comparative effectiveness and chronic conditions.

Dr. Epstein is a trained epidemiologist, and worked in public health and academia before joining the private sector. He is past elected President of the International Society of Pharmacoeconomics and Outcomes Research (ISPOR), and has served on the Board of Directors for the Drug Information Association. In 2008, Dr Epstein was nominated and elected to the Federal CDC EGAPP (Evaluation of Genomic Applications in Practice & Prevention) Stakeholder Committee, and the AHRQ CERT (Centers for Education and Research on Therapeutics) Committee. He has published more than 50 peer-reviewed medical articles and book chapters, and serves as a reviewer for several influential medical journals.

STEPHEN KRAUS

Director, On-Q-ity Board of Directors

Partner, Bessemer Venture Partners

Stephen Kraus, a partner the Cambridge, Mass. office, has worked with Bessemer since 2004 and focuses on the healthcare sector.

Steve has been actively involved in Bessemer's investments in Sirtris Pharmaceuticals (NASDAQ: SIRT, acquired by GlaxoSmithKline); Affymax (NASDAQ: AFFY); Aveo (NASDAQ: AVEO); Alnara, acquired by Eli Lilly; Transave (NASDAQ: INSM); and Restore Medical (NASDAQ: REST), acquired by Medtronic. He currently sits on the boards of Verastem, Stromedix and On-Q-ity and is actively involved in BVP's investments in Acceleron, Proteon, Oxagen, and Cerulean.

Prior to joining Bessemer, Steve was a director at the Ironwood Equity Fund, a growth-stage, private-equity firm, and a management consultant at Bain & Co. In 2002, he served as speechwriter and operations director for the Democratic nominee for governor of Massachusetts.

Steve graduated summa cum laude with a B.A. from Yale University and earned his MBA from Harvard, where he was a Baker Scholar. He serves on the boards of the New England Venture Capital Association (NEVCA) and Interise, a non-profit focused on small-business job creation and entrepreneurship.

SUE SIEGEL

Chairman, On-Q-ity Board of Directors

Partner, Mohr Davidow

Sue Siegel is a Partner at Mohr, Davidow, a top tier Silicon Valley venture firm, leading investments in companies involved in personalized medicine, health and wellness, life sciences, and healthcare. These range from enabling technology platforms, including wireless technologies, start ups in healthcare IT and online businesses, to innovative healthcare companies with disruptive business models. Prior to her VC career, Sue spent 20+ years as a corporate professional growing biomedical companies through technology leadership, including Bio-Rad, DuPont, and Amersham (now GE). Through 2005, as President and Director of Affymetrix, Inc.(NASDAQ: AFFX), a company known for pioneering GeneChip® technology, Sue focused on accelerating the evolution of personalized medicine. As a board member, Sue serves Pacific Biosciences, Crescendo Bioscience, Corventis, Inc., DVS Sciences, Navigenics, On-Q-ity, and RainDance Technologies.

Sue's community service includes membership of the Presidents' Circle of the National Academies and serving as an advisor to the Institute of Medicine. She is a member of the The Gladstone Institutes Advisory Council, Stanford's ITI Council, DELL's Healthcare and LifeSciences Advisory Board, and SCU's Center for Science, Technology, and Society Board. Sue was elected as a Henry Crown Fellow of the Aspen Institute in 2003, is a member of YPO and of Women Corporate Directors. Sue and her husband co-founded with Stanford Hospital, Checking-In™, an organization dedicated to serving our aging population. She is Board Emeritus of the Silicon Valley Tech Museum.