Exhibit
10.8


 


	Notice of Award

                                                                               

	 	SMALL
                           BUSINESS INNOVATION RESEARCH PROG

                           Department of Health and Human Services

                           National Institutes of Health



	 	Federal Award Date:   04/26/2019

 
	 
	 	NATIONAL INSTITUTE ON AGING	 	 	 



 


	Grant
Number:	4R44AG062015-02
	FAIN:	R44AG062015









 


Principal
Investigator(s):


Joshua
M Hare, MD


Anthony Andrew Oliva (contact), PHD


 


Project
Title: A Phase 2b Clinical Trial to Study the Efficacy of Longeveron Mesenchymal Stem Cells (LMSCs) to Treat Aging
Frailty


 


Ms.
Page, Suzanne , JD

Chief Operating Officer

1951 NW 7th Ave.


Ste.
520

Miami, FL 331361112



 


Award
e-mailed to: spage@longeveron.com


 


Period
Of Performance:


Budget
Period: 05/01/2019 – 02/28/2020


Project
Period: 09/30/2018 – 02/28/2021


 


Dear
Business Official:


 


The
National Institutes of Health hereby awards a grant in the amount of $1,983,531 (see “Award Calculation” in Section
I and “Terms and Conditions” in Section III) to LONGEVERON, LLC in support of the above referenced project. This award
is pursuant to the authority of 42 USC 241 15 USC 638 42 CFR 52 and is subject to the requirements of this statute and regulation
and of other referenced, incorporated or attached terms and conditions.


 


Acceptance
of this award including the “Terms and Conditions” is acknowledged by the grantee when funds are drawn down or otherwise
obtained from the grant payment system.


 


Each
publication, press release, or other document about research supported by an NIH award must include an acknowledgment of NIH award
support and a disclaimer such as “Research reported in this publication was supported by the National Institute On Aging
of the National Institutes of Health under Award Number R44AG062015. The content is solely the responsibility of the authors and
does not necessarily represent the official views of the National Institutes of Health.” Prior to issuing a press release
concerning the outcome of this research, please notify the NIH awarding IC in advance to allow for coordination.


 


Award
recipients must promote objectivity in research by establishing standards that provide a reasonable expectation that the design,
conduct and reporting of research funded under NIH awards will be free from bias resulting from an Investigator’s Financial
Conflict of Interest (FCOI), in accordance with the 2011 revised regulation at 42 CFR Part 50 Subpart F. The Institution shall
submit all FCOI reports to the NIH through the eRA Commons FCOI Module. The regulation does not apply to Phase I Small Business
Innovative Research (SBIR) and Small Business Technology Transfer (STTR) awards. Consult the NIH website http://grants.nih.gov/grants/policy/coi/
for a link to the regulation and additional important information.



 


If
you have any questions about this award, please contact the individual(s) referenced in Section IV.


 








Sincerely
yours,


 


Ryan
Blakeney

Grants Management Officer 

NATIONAL INSTITUTE ON AGING


 


Additional
information follows




 






     


     


    

  





 








SECTION
I – AWARD DATA – 4R44AG062015-02


 


	Award
    Calculation (U.S. Dollars)	 	 	 
	Salaries
    and Wages	 	$	256,904	 
	Fringe
    Benefits	 	$	56,911	 
	Personnel
    Costs (Subtotal)	 	$	313,815	 
	Equipment	 	$	100,000	 
	Materials
    & Supplies	 	$	313,564	 
	Travel	 	$	8,000	 
	Other	 	$	700,000	 
	Publication
    Costs	 	$	5,000	 
	ADP/Computer
    Services	 	$	5,000	 
	 	 	 	 	 
	Federal
    Direct Costs	 	$	1,445,379	 
	Federal
    F&A Costs	 	$	538,152	 
	Approved
    Budget	 	$	1,983,531	 
	Total
    Amount of Federal Funds Obligated (Federal Share)	 	$	1,983,531	 
	TOTAL
    FEDERAL AWARD AMOUNT	 	$	1,983,531	 
	 	 	 	 	 
	AMOUNT
    OF THIS ACTION (FEDERAL SHARE)	 	$	1,983,531	 




 


 


SUMMARY
TOTALS FOR ALL YEARS




 


	YR	 	 	THIS
                                         AWARD	 	 	CUMULATIVE
                                         TOTALS	 
	2


	 	$	1,983,531


	 	$	1,983,531	 
	3	 	$	1,974,282	 	$	1,974,282 	 




 


Recommended
future year total cost support, subject to the availability of funds and satisfactory progress of the project


 


	Fiscal Information:	 
	CFDA Name:	Aging Research
	CFDA Number:	93.866
	EIN:	1472174146A1
	Document Number:	RAG062015B 
	PMS Account Type:	P (Subaccount) 
	Fiscal Year:	2019



 





	IC	 	CAN	 	2019	 	2020
	AG	 	8470732	 	$1,983,531	 	$1,974,282



 


Recommended
future year total cost support, subject to the availability of funds and satisfactory progress of the project


 


NIH
Administrative Data:


PCC:
4CCTSSR / OC: 414E / Released: BLAKENEYR 04/23/2019


Award
Processed: 04/26/2019 12:02:33 AM


 


 










 



SECTION
II – PAYMENT/HOTLINE INFORMATION – 4R44AG062015-02


 


For
payment and HHS Office of Inspector General Hotline information, see the NIH Home Page at http://grants.nih.gov/grants/policy/awardconditions.htm


 


 










 



SECTION
III – TERMS AND CONDITIONS – 4R44AG062015-02


 


This
award is based on the application submitted to, and as approved by, NIH on the above-titled project and is subject to the terms
and conditions incorporated either directly or by reference in the following:


 


		a.	The
                                         grant program legislation and program regulation cited in this Notice of Award.






		b.	Conditions
                                         on activities and expenditure of funds in other statutory requirements, such as those
                                         included in appropriations acts.






		c.	45
                                         CFR Part 75.



 






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		d.	National
                                         Policy Requirements and all other requirements described in the NIH Grants Policy Statement,
                                         including addenda in effect as of the beginning date of the budget period.






		e.	Federal
                                         Award Performance Goals: As required by the periodic report in the RPPR or in the final
                                         progress report when applicable.






		f.	This
                                         award notice, INCLUDING THE TERMS AND CONDITIONS CITED BELOW.



 


(See
NIH Home Page at http://grants.nih.gov/grants/policy/awardconditions.htm for certain references cited above.)


 


Research
and Development (R&D): All awards issued by the National Institutes of Health (NIH) meet the definition of “Research
and Development” at 45 CFR Part§ 75.2. As such, auditees should identify NIH awards as part of the R&D cluster
on the Schedule of Expenditures of Federal Awards (SEFA). The auditor should test NIH awards for compliance as instructed in Part
V, Clusters of Programs. NIH recognizes that some awards may have another classification for purposes of indirect costs. The auditor
is not required to report the disconnect (i.e., the award is classified as R&D for Federal Audit Requirement purposes but
non-research for indirect cost rate purposes), unless the auditee is charging indirect costs at a rate other than the rate(s)
specified in the award document(s).


 


This
award is subject to the life cycle certification requirements set forth in Section 18.5.5.4 of the NIH Grants Policy Statement.
Awardees are not required to submit this certification directly to NIH but must instead complete the certification, maintain it
on file in accordance with the records and retention policy in Section 8.4.2 of the NIH Grants Policy Statement, and make these
certifications available to Federal officials upon request.


 


A
certification is required at the following times:


		●	For
                                         SBIR Phase I Awardees: At the time of receiving final payment or disbursement from the
                                         Payment Management System.






		●	For
                                         SBIR Phase II Awardees: Prior to receiving more than 50% of the total award amount and
                                         prior to final payment or disbursement from the Payment Management System.



 


If
the grantee cannot complete this certification or cannot ensure compliance with the certification process, it should notify the
GMO immediately. If resolution cannot be reached, the GMO will void or terminate the grant, as appropriate.


 


The
certification form is available in fillable format at: http://grants.nih.gov/grants/forms.htm#sbir.


 


An
unobligated balance may be carried over into the next budget period without Grants Management Officer prior approval.


 


This
grant is subject to Streamlined Noncompeting Award Procedures (SNAP).


 


This
award is subject to the requirements of 2 CFR Part 25 for institutions to receive a Dun & Bradstreet Universal Numbering System
(DUNS) number and maintain an active registration in the System for Award Management (SAM). Should a consortium/subaward be issued
under this award, a DUNS requirement must be included. See http://grants.nih.gov/grants/policy/awardconditions.htm for
the full NIH award term implementing this requirement and other additional information.


 


This
award has been assigned the Federal Award Identification Number (FAIN) R44AG062015. Recipients must document the assigned FAIN
on each consortium/subaward issued under this award.


 


Based
on the project period start date of this project, this award is likely subject to the Transparency Act subaward and executive
compensation reporting requirement of 2 CFR Part 170. There are conditions that may exclude this award; see http://grants.nih.gov/grants/policy/awardconditions.htm
for additional award applicability information.



 






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In
                                         accordance with P.L. 110-161, compliance with the NIH Public Access Policy is now mandatory.
                                         For more information, see NOT-OD-08-033 and the Public Access website: http://publicaccess.nih.gov/.


 


This
award provides support for one or more clinical trials. By law (Title VIII, Section 801 of Public Law 110-85), the “responsible
party” must register “applicable clinical trials” on the ClinicalTrials.gov Protocol Registration System
Information Website. NIH encourages registration of all trials whether required under the law or not. For more information,
see http://grants.nih.gov/ClinicalTrials_fdaaa/


 


In
accordance with the regulatory requirements provided at 45 CFR 75.113 and Appendix XII to 45 CFR Part 75, recipients that have
currently active Federal grants, cooperative agreements, and procurement contracts with cumulative total value greater than $10,000,000
must report and maintain information in the System for Award Management (SAM) about civil, criminal, and administrative proceedings
in connection with the award or performance of a Federal award that reached final disposition within the most recent five-year
period. The recipient must also make semiannual disclosures regarding such proceedings. Proceedings information will be made publicly
available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information
System (FAPIIS)). Full reporting requirements and procedures are found in Appendix XII to 45 CFR Part 75. This term does not apply
to NIH fellowships.





 


Treatment
of Program Income:


Additional
Costs







 


 















 



SECTION
IV – AG Special Terms and Conditions – 4R44AG062015-02


 


Clinical
                                         Trial Indicator: Yes

                                         This award supports one or more NIH-defined Clinical Trials. See the NIH Grants Policy
                                         Statement Section 1.2 for NIH definition of Clinical Trial.




 


Restriction:
Recruitment for this award is restricted until an NIA-appointed Data and Safety Monitoring Board has met and approved the
study’s IRB-approved protocol and consent documents, and manual of procedure.


 


This
award includes funds for twelve months of support. The competing budget period is awarded for less than 12 months. Continuation
awards will cycle each year on March 1. The Research Performance Progress Reports (RPPR) are due 45 days prior to this date.


 


Intellectual
property rights: Normally, the awardee(s) organization retains the principal worldwide patent rights to any invention developed
with United States Government support. Under Title 37 Code of Federal Regulations Part 401, the Government receives a royalty-free
license for its use, reserves the right to require the patent holder to license others in certain circumstances, and requires
that anyone exclusively licensed to sell the invention in the United States must normally manufacture it substantially in the
United States.


 


Rights
and obligations related to inventions created or reduced to practice as a result of this award are detailed in 35 U.S.C. 205 and
37 CFR Part 401. These inventions must be reported to the Extramural Invention Reporting and Technology Resources Branch, OPERA,
NIH, 6701 Rockledge Drive, MSC 7750, Bethesda, MD 20892-7750, (301) 435-1986. For additional information, access the NIH link
on the Interagency Edison web site at www.iedison.gov which includes an electronic invention reporting system, reference
information and the text to 37 CFR 401.


 


To
the extent authorized by 35 U.S.C., Section 205, the Government will not make public any information disclosing an NIH-supported
invention for a 4-year period to allow the awardee organization a reasonable time to file a patent application, nor will the Government
release any information that is part of that patent application.



 






    Page- 4 


     


    

 


The
fee provided as part of this Notice of Grant Award is in addition to direct and facilities and administrative costs. The fee is
to be drawn down from the DHHS Payment Management System in increments proportionate to the draw-down of costs.


 


Allowable
costs conducted by for-profit organizations will be determined by applying the cost principles of Contracts with Commercial Organizations
set forth in 48 CFR, Subpart 31.2.


 


STAFF
CONTACTS


 


The
Grants Management Specialist is responsible for the negotiation, award and administration of this project and for interpretation
of Grants Administration policies and provisions. The Program Official is responsible for the scientific, programmatic and technical
aspects of this project. These individuals work together in overall project administration. Prior approval requests (signed by
an Authorized Organizational Representative) should be submitted in writing to the Grants Management Specialist. Requests may
be made via e-mail.


 


Grants
Management Specialist: John Bladen


Email:
bladenj@nia.nih.gov Phone: 301-496-1472 Fax: 301-402-3672


 


Program
Official: Sergei Romashkan


Email:
romashks@nia.nih.gov Phone: (301) 435-3047 Fax: (301) 402 - 1784


 


SPREADSHEET
SUMMARY


GRANT
NUMBER: 4R44AG062015-02


 


INSTITUTION:
LONGEVERON, LLC



 





	Budget	 	Year
    2	 	 	Year
    3	 
	Salaries
    and Wages	 	$	256,904	 	 	$	256,904	 
	Fringe
    Benefits	 	$	56,911	 	 	$	56,911	 
	Personnel
    Costs (Subtotal)	 	$	313,815	 	 	$	313,815	 
	Equipment	 	$	100,000	 	 	$	100,000	 
	Materials
    & Supplies	 	$	313,564	 	 	$	306,958	 
	Travel	 	$	8,000	 	 	$	8,000	 
	Other	 	$	700,000	 	 	$	700,000	 
	Publication
    Costs	 	$	5,000	 	 	$	5,000	 
	ADP/Computer
    Services	 	$	5,000	 	 	$	5,000	 
	TOTAL
    FEDERAL DC	 	$	1,445,379	 	 	$	1,438,773	 
	TOTAL
    FEDERAL F&A	 	$	538,152	 	 	$	535,509	 
	TOTAL
    COST	 	$	1,983,531	 	 	$	1,974,282	 




 





	Facilities
    and Administrative Costs	 	Year
    2	 	 	Year
    3	 
	F&A
    Cost Rate 1	 	 	40	%	 	 	40	%
	F&A
    Cost Base 1	 	$	1,345,379	 	 	$	1,338,773	 
	F&A
    Costs 1	 	$	538,152	 	 	$	535,509	 




 





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