Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 397 RECEIVED NYSCEF: 01/06/2022
EXHIBIT 54
DOH’s August 6, 2019 approval of the change in
ownership of Valley to Cresco
Index No. 652343/2018
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 397 RECEIVED NYSCEF: 01/06/2022
g=v= Department
°"™""
of Health
ANDREW M. CUOMO HOWARD A. ZUCKER, M.D., J.D. SALLY DRESLIN, M.S., R.N.
Govemor Commissioner Executive Deputy Commissioner
August 6, 2019
VIA CERTIFIED AND ELECTRONIC MAIL to: Erik.Holling@valleyagriceuticals.com
Erik Holling
President
Valley Agriceuticals
80 Business Park Drive Suite 207
Armonk, New York 10504
Dear Mr. Holling:
The New York State Department of Health (Department) has received Valley
Agriceuticals, LLC's (Valley) app!ication for renewal of itsregistration as a registered
organization with the Department's Medical Marijuana Program. I am pleased to inform you that
the Department has approved the renewal of Valley's registration. Pursuant to section 1004.6(f)
of Title 10 ofthe New York Codes, Rules, and Regu!ations (NYCRR), Valley's registration is
valid for a period of two years, from August 1, 2019 to July 31, 2021.
This letter does not constitute approval of your organization's pricing, brands, policies
and procedures, or other requests that require approval from the Department. Pursuant to 10
NYCRR § 1004.10(a)(1), the Department reserves the right to,at any time, review and require
revisions to any of the registered organization's policies and procedures.
Pursuant to 10 NYCRR § 1004.8, Valley's registration is non-transferrable and
nonassignable, including, without limitation, to another registered organization. A registration
certificate for each facilitylisted below is enclosed with this letter.
Registration Number Facility Name and Address Facility Type
MM0801M 173 Dosen Road Middletown, Manufacturing
NY 10940
4th
MM0802D 178 North Street, Dispensing
Brooklyn, NY 11211
MM0803D 277 Walt Whitman Rd, Dispensing
Huntington Station, NY
11746
MM0804D 345 Route 304, Bardonia, NY Dispensing
10954
MM0805D 4776 Commercial Drive, New Dispensing
Hartford, NY 13413
The registered organization must comply with allapplicable state and local laws and
regulations. Failure to comply with these laws and regulations may result in revocation of your
registration and/or the imposition of civilpenalties.
Empire StatePlaza,CorningTower, Albany,NY 12237|health.ny.gov
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00009116
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 397 RECEIVED NYSCEF: 01/06/2022
Additionally, the Department received correspondence from you dated January 28,
2019, updating Valley's original request for an ownership change which was previously denied
on November 14, 2018. The proposed ownership change would result in Cresco Labs (Cresco),
a proposed new investor, merging with Valley's parent company, Glocucester Street Capital,
resulting in Gloucester Street Capital becoming a wholly owned subsidiary of Cresco, and
ultimately Cresco owning one hundred percent of Valley. The Department has reviewed your
updated information and approves this merger. Please note that the Department's approval of
your request to merge with Cresco does not constitute approval to make any modifications to
Valley's operating plan, including but not limited to, changing the registered organization's
policies and procedures related to cultivation, processing, manufacturing, distributing or
dispensing. Pursuant to 10 NYCRR § 1004.10(b)(6), prior written approval of the Department is
required before such modifications can be implemented.
In reviewing applications for renewal, the Department must consider the criteriaset forth
in section 3365 of the Public Health Law, including whether itis in the public interest that such
renewal registration be granted. As a result of feedback obtained through statewide listening
sessions conducted from September 5, 2018 to October 17, 2018, please be aware that the
Department willbegin considering the cost of a registered organization's products to patients,
and itsability to promote and incorporate social equity and diversity in the marketplace, as
indicators of meeting the public interest requirement. Inaddition, research and education are
key components inhelping to promote public health and safety and willtherefore also be
considered as indicators of meeting the public interest requirement.
To ensure compliance with this requirement, Valley must submit a proposal by
December 31, 2019, with measurable outcomes, demonstrating a plan for achieving the
following critical policy objectives during the 2019-2021 registration period:
1. Sustainable cost reduction for patients. This may include, but is not limited, the
following:
• new low-cost products and forms of administration.
Offering
• the cost of approved medical marijuana products.
Reducing
• a payment assistance program for certified patients and
Implementing
designated caregivers and/or expanding upon already existing programs.
2. Promotion and incorporation of diversity and social equity throughout the registered
organization. This may include, but is not limited to,the following:
• Promoting and encouraging participation in the medical marijuana industry by
individuals who have been otherwise prevented from inclusion, including
communities historically harmed by cannabis prohibition, individuals who have
been or have an immediate family member convicted of a cannabis-related
offense, members who belong to a minority demographic group, and/or
underrepresented populations.
• Creating an inclusive workforce by hiring and providing upward mobility and
leadership roles for individuals of diverse backgrounds and populations that have
been disproportionately impacted by cannabis prohibition.
• Demonstrating diversity throughout all levels of the organization, including
management and leadership positions.
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00009117
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 397 RECEIVED NYSCEF: 01/06/2022
• Giving back to the communities served by the registered organization through
Corporate Social Responsibility Programs, including but not limited to, supporting
job placement, job skills services, adult education, mental health treatment, harm
reduction and substance use treatment, system navigation services, legal
services to address barriers to reentry, and linkages to medical care, women's
health services and other community-based supportive services.
• Conducting community and patient outreach to populations that have been
disproportionately impacted by cannabis prohibition.
• Providing training and professional development opportunities for populaticñs
that have been dispropcitionately impacted by cannabis prohibition. looking to
enter the cannabis industry including the development of a program to foster
apprentices, incubation, and/or technical assistance.
• Contributing funds or services to facilitate resentencing, record sealing or
expungement services for individuals with a prior cannabis conviction(s).
3. Promotion of cannabis research and education. This may be demonstrated by
partnering with individual researchers or research institutions, or by providing
education and outreach to the medical community and patients.
Should you have any questions concerning this letter, p!ease contact Nicole
Quackenbush of the Medical Marijuana Program directly at (518) 402-0705.
Sincerely,
Howard A. Zucker, M.D., J.D.
Commissioner of Health
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00009118
Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 397 RECEIVED NYSCEF: 01/06/2022 EXHIBIT 54 DOH’s August 6, 2019 approval of the change in ownership of Valley to Cresco Index No. 652343/2018 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 397 RECEIVED NYSCEF: 01/06/2022 g=v= Department °"™"" of Health ANDREW M. CUOMO HOWARD A. ZUCKER, M.D., J.D. SALLY DRESLIN, M.S., R.N. Govemor Commissioner Executive Deputy Commissioner August 6, 2019 VIA CERTIFIED AND ELECTRONIC MAIL to: Erik.Holling@valleyagriceuticals.com Erik Holling President Valley Agriceuticals 80 Business Park Drive Suite 207 Armonk, New York 10504 Dear Mr. Holling: The New York State Department of Health (Department) has received Valley Agriceuticals, LLC's (Valley) app!ication for renewal of itsregistration as a registered organization with the Department's Medical Marijuana Program. I am pleased to inform you that the Department has approved the renewal of Valley's registration. Pursuant to section 1004.6(f) of Title 10 ofthe New York Codes, Rules, and Regu!ations (NYCRR), Valley's registration is valid for a period of two years, from August 1, 2019 to July 31, 2021. This letter does not constitute approval of your organization's pricing, brands, policies and procedures, or other requests that require approval from the Department. Pursuant to 10 NYCRR § 1004.10(a)(1), the Department reserves the right to,at any time, review and require revisions to any of the registered organization's policies and procedures. Pursuant to 10 NYCRR § 1004.8, Valley's registration is non-transferrable and nonassignable, including, without limitation, to another registered organization. A registration certificate for each facilitylisted below is enclosed with this letter. Registration Number Facility Name and Address Facility Type MM0801M 173 Dosen Road Middletown, Manufacturing NY 10940 4th MM0802D 178 North Street, Dispensing Brooklyn, NY 11211 MM0803D 277 Walt Whitman Rd, Dispensing Huntington Station, NY 11746 MM0804D 345 Route 304, Bardonia, NY Dispensing 10954 MM0805D 4776 Commercial Drive, New Dispensing Hartford, NY 13413 The registered organization must comply with allapplicable state and local laws and regulations. Failure to comply with these laws and regulations may result in revocation of your registration and/or the imposition of civilpenalties. Empire StatePlaza,CorningTower, Albany,NY 12237|health.ny.gov CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00009116 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 397 RECEIVED NYSCEF: 01/06/2022 Additionally, the Department received correspondence from you dated January 28, 2019, updating Valley's original request for an ownership change which was previously denied on November 14, 2018. The proposed ownership change would result in Cresco Labs (Cresco), a proposed new investor, merging with Valley's parent company, Glocucester Street Capital, resulting in Gloucester Street Capital becoming a wholly owned subsidiary of Cresco, and ultimately Cresco owning one hundred percent of Valley. The Department has reviewed your updated information and approves this merger. Please note that the Department's approval of your request to merge with Cresco does not constitute approval to make any modifications to Valley's operating plan, including but not limited to, changing the registered organization's policies and procedures related to cultivation, processing, manufacturing, distributing or dispensing. Pursuant to 10 NYCRR § 1004.10(b)(6), prior written approval of the Department is required before such modifications can be implemented. In reviewing applications for renewal, the Department must consider the criteriaset forth in section 3365 of the Public Health Law, including whether itis in the public interest that such renewal registration be granted. As a result of feedback obtained through statewide listening sessions conducted from September 5, 2018 to October 17, 2018, please be aware that the Department willbegin considering the cost of a registered organization's products to patients, and itsability to promote and incorporate social equity and diversity in the marketplace, as indicators of meeting the public interest requirement. Inaddition, research and education are key components inhelping to promote public health and safety and willtherefore also be considered as indicators of meeting the public interest requirement. To ensure compliance with this requirement, Valley must submit a proposal by December 31, 2019, with measurable outcomes, demonstrating a plan for achieving the following critical policy objectives during the 2019-2021 registration period: 1. Sustainable cost reduction for patients. This may include, but is not limited, the following: • new low-cost products and forms of administration. Offering • the cost of approved medical marijuana products. Reducing • a payment assistance program for certified patients and Implementing designated caregivers and/or expanding upon already existing programs. 2. Promotion and incorporation of diversity and social equity throughout the registered organization. This may include, but is not limited to,the following: • Promoting and encouraging participation in the medical marijuana industry by individuals who have been otherwise prevented from inclusion, including communities historically harmed by cannabis prohibition, individuals who have been or have an immediate family member convicted of a cannabis-related offense, members who belong to a minority demographic group, and/or underrepresented populations. • Creating an inclusive workforce by hiring and providing upward mobility and leadership roles for individuals of diverse backgrounds and populations that have been disproportionately impacted by cannabis prohibition. • Demonstrating diversity throughout all levels of the organization, including management and leadership positions. CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00009117 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 397 RECEIVED NYSCEF: 01/06/2022 • Giving back to the communities served by the registered organization through Corporate Social Responsibility Programs, including but not limited to, supporting job placement, job skills services, adult education, mental health treatment, harm reduction and substance use treatment, system navigation services, legal services to address barriers to reentry, and linkages to medical care, women's health services and other community-based supportive services. • Conducting community and patient outreach to populations that have been disproportionately impacted by cannabis prohibition. • Providing training and professional development opportunities for populaticñs that have been dispropcitionately impacted by cannabis prohibition. looking to enter the cannabis industry including the development of a program to foster apprentices, incubation, and/or technical assistance. • Contributing funds or services to facilitate resentencing, record sealing or expungement services for individuals with a prior cannabis conviction(s). 3. Promotion of cannabis research and education. This may be demonstrated by partnering with individual researchers or research institutions, or by providing education and outreach to the medical community and patients. Should you have any questions concerning this letter, p!ease contact Nicole Quackenbush of the Medical Marijuana Program directly at (518) 402-0705. Sincerely, Howard A. Zucker, M.D., J.D. Commissioner of Health CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00009118