Exhibit
10.9


 





	Notice of Award

                                                                                 

	 	SMALL
                           BUSINESS TECHNOLOGY TRANSFER PROG

                           Department
                           of Health and Human Services

                           National Institutes of Health
	 	Federal Award Date:   06/24/2020	 
	 	NATIONAL INSTITUTE ON
    AGING	 	 	 


 


	Grant Number:	 5R42AG054322-03
	FAIN:	R42AG054322



 


Principal
Investigator(s):


Joshua
M Hare (contact), MD


Sean
Xiao Leng, MD


Anthony
Andrew Oliva, PHD


 


Project
Title: A Randomized, Blinded, Placebo-Controlled Clinical Trial to Evaluate Longeveron Mesenchymal Stem Cell (LMSC) Therapy
for Treating The Metabolic Syndrome


 


Ms.
Suzanne Liv, Page J.D.


Chief
Operating Officer


Longeveron
LLC


1951
NW 7th Ave.


Ste.
300


Miami,
FL 331361112


 


Award
e-mailed to: spage@longeveron.com


 


Period
Of Performance:


Budget
Period: 07/01/2020 – 03/31/2021


Project
Period: 09/30/2017 – 03/31/2021


 


Dear
Business Official:


 


The
National Institutes of Health hereby awards a grant in the amount of $435,997 (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 R42AG054322. 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,


 


E.
C. Melvin


Grants
Management Officer


NATIONAL
INSTITUTE ON AGING


 


Additional
information follows


 






     


     


    

 


 






SECTION
I – AWARD DATA – 5R42AG054322-03


 





	Award
    Calculation (U.S. Dollars)	 	 	 
	Salaries
    and Wages	 	$	100,680	 
	Fringe
    Benefits	 	$	18,121	 
	Personnel
    Costs (Subtotal)	 	$	118,801	 
	Materials
    & Supplies	 	$	36,715	 
	Travel	 	$	8,000	 
	Subawards/Consortium/Contractual
    Costs	 	$	167,800	 
	ADP/Computer
    Services	 	$	2,500	 
	 	 	 	 	 
	Federal
    Direct Costs	 	$	333,816	 
	Federal
    F&A Costs	 	$	102,181	 
	Approved
    Budget	 	$	435,997	 
	Total
    Amount of Federal Funds Obligated (Federal Share)	 	$	435,997	 
	TOTAL
    FEDERAL AWARD AMOUNT	 	$	435,997	 
	 	 	 	 	 
	AMOUNT
    OF THIS ACTION (FEDERAL SHARE)	 	$	435,997	 



 


 


SUMMARY
TOTALS FOR ALL YEARS




 


	YR	 	THIS AWARD	 	CUMULATIVE TOTALS	 
	3	 	$	435,997	 	$	435,997	 


 





	Fiscal Information:	 
	CFDA Name:	Aging Research
	CFDA Number:	93.866
	EIN:	1472174146A1
	Document Number:	RAG054322B
	PMS Account Type:	P (Subaccount)
	Fiscal Year:	2020


 





	IC	 	CAN	 	2020
	AG	 	8470736	 	$435,997



  


NIH
Administrative Data:


PCC:
4CCTSSR / OC: 41025 / Released: MELVINEC 06/19/2020


Award
Processed: 06/24/2020 12:02:26 AM


 


 


 






SECTION
II – PAYMENT/HOTLINE INFORMATION – 5R42AG054322-03


 


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 – 5R42AG054322-03


 


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.






		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.)


 






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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).


 


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) R42AG054322. 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.


 


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/


 


This award represents the final year of the competitive segment for this
grant. See the NIH Grants Policy Statement Section 8.6 Closeout for complete closeout requirements at: http://grants.nih.gov/grants/policy/policy.htm#gps.


 


A
final expenditure Federal Financial Report (FFR) (SF 425) must be submitted through the eRA Commons (Commons) within 120 days
of the period of performance end date; see the NIH Grants Policy Statement Section 8.6.1 Financial Reports, http://grants.nih.gov/grants/policy/policy.htm#gps,
for additional information on this submission requirement. The final FFR must indicate the exact balance of unobligated funds
and may not reflect any unliquidated obligations. There must be no discrepancies between the final FFR expenditure data and the
Payment Management System’s (PMS) quarterly cash transaction data. A final quarterly federal cash transaction report is
not required for awards in PMS B subaccounts (i.e., awards to foreign entities and to Federal agencies). NIH will close the awards
using the last recorded cash drawdown level in PMS for awards that do not require a final FFR on expenditures or quarterly federal
cash transaction reporting. It is important to note that for financial closeout, if a grantee fails to submit a required final
expenditure FFR, NIH will close the grant using the last recorded cash drawdown level. If the grantee submits a final expenditure
FFR but does not reconcile any discrepancies between expenditures reported on the final expenditure FFR and the last cash report
to PMS, NIH will close the award at the lower amount. This could be considered a debt or result in disallowed costs.


 






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A
Final Invention Statement and Certification form (HHS 568), (not applicable to training, construction, conference or cancer education
grants) must be submitted within 120 days of the expiration date. The HHS 568 form may be downloaded at: http://grants.nih.gov/grants/forms.htm.
This paragraph does not apply to Training grants, Fellowships, and certain other programs—i.e., activity codes C06, D42,
D43, D71, DP7, G07, G08, G11, K12, K16, K30, P09, P40, P41, P51, R13, R25, R28, R30, R90, RL5, RL9, S10, S14, S15, U13, U14, U41,
U42, U45, UC6, UC7, UR2, X01, X02.


 


Unless
an application for competitive renewal is submitted, a Final Research Performance Progress Report (Final RPPR) must also be submitted
within 120 days of the period of performance end date. If a competitive renewal application is submitted prior to that date, then
an Interim RPPR must be submitted by that date as well. Instructions for preparing an Interim or Final RPPR are at: https://grants.nih.gov/grants/rppr/rppr_instruction_guide.pdf.
Any other specific requirements set forth in the terms and conditions of the award must also be addressed in the Interim or Final
RPPR. Note that data reported within Section I of the Interim and Final RPPR forms will be made public and should be written
for a lay person audience.


 


NIH
strongly encourages electronic submission of the final invention statement through the Closeout feature in the Commons, but will
accept an email or hard copy submission as indicated below.


 


Email:
The final invention statement may be e-mailed as PDF attachments to: NIHCloseoutCenter@mail.nih.gov.


 


Hard
copy: Paper submissions of the final invention statement may be faxed to the NIH Division of Central Grants Processing, Grants
Closeout Center, at 301-480-2304, or mailed to:


 


National
Institutes of Health


Office
of Extramural Research


Division
of Central Grants Processing


Grants
Closeout Center


6705
Rockledge Drive


Suite
5016, MSC 7986


Bethesda,
MD 20892-7986 (for regular or U.S. Postal Service Express mail)


Bethesda,
MD 20817 (for other courier/express deliveries only)


 


NOTE:
If this is the final year of a competitive segment due to the transfer of the grant to another institution, then a Final RPPR
is not required. However, a final expenditure FFR is required and should be submitted electronically as noted above. If not already
submitted, the Final Invention Statement is required and should be sent directly to the assigned Grants Management Specialist.


 


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


 






    Page- 4


     


    

  


 






SECTION
IV – AG Special Terms and Conditions – 5R42AG054322-03




 


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.


 


This
award includes funds awarded for consortium activity with the University of Miami. Consortiums are to be established and administered
as described in the NIH Grants Policy Statement (NIH GPS). The referenced section of the NIH Grants Policy Statement, 2017 is
available at: http://grants.nih.gov/grants/policy/nihgps/HTML5/section_15/15_consortium_agreements.htm n keeping with NOT-OD-06-054
(http://grants.nih.gov/grants/guide/notice-files/NOT-OD-06- 054.html), as this grant has multiple Principal Investigators
(PIs), although the signatures of the PIs are not required on prior approval requests submitted to the agency, the grantee institution
must secure and retain the signatures of all of the PIs within their own internal processes.


 


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 (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.


 


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 drawdown 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.


 


The
format for the Final Report is as follows:


 


		1.	State
                                         the beginning and ending dates for the period covered by the STTR Phase Phase II grant.






		2.	List
                                         all key personnel who have worked on the project during that period, their titles, dates
                                         of service, and number of hours devoted to the project.






		3.	Summarize
                                         the specific aims of the Phase I grant.






		4.	Provide
                                         a succinct account of published and unpublished results, indicating progress toward their
                                         achievement. Summarize the importance of the findings. Discuss any changes in the specific
                                         aims since the project was initiated. Include the Inclusion Enrollment Report with the
                                         final enrollment data for clinical research (MS Word or PDF).






		5.	List
                                         titles and complete references to publications, and manuscripts accepted for publication,
                                         if any, that resulted from the project’s effort. Submit five copies of such
                                         items, except patent and invention reports, as an Appendix.






		6.	List
                                         patents, copyrights, trademarks, invention reports and other printed materials, if any,
                                         that resulted from the project or describe patent status, trade secrets or other demonstration
                                         of IP protection.






		7.	Describe
                                         the technology developed from this SBIR/STTR, its intended use and who will use it.



 






    Page- 5


     


    

 


		8.	Describe
                                         the current status of the product (e.g., under development, commercialized, in use, discontinued).






		9.	If
                                         applicable, describe the status of FDA approval for your product, process, or service
                                         (e.g., continuing pre-IND studies, filed an IND, in Phase I (or II or III) clinical trials,
                                         applied for approval, review ongoing, approved, not approved).






		10.	Describe
                                         how your company has benefited from the program and/or the technology developed (e.g.,
                                         firm’s growth, follow-on funding, increased technical expertise, licensing agreements,
                                         spin-off companies, public offering [include stock exchange and symbol]).






		11.	List
                                         of the generic and/or commercial name of product, process, or service, if any, that resulted
                                         from SBIR/STTR funding. If applicable, indicate the number of products sold.






		12.	Provide
                                         the current number of employees (total full time equivalents [FTEs]).



 


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: 5R42AG054322-03


 


INSTITUTION:
LONGEVERON, LLC


 


	Budget	 	Year
    3	 
	Salaries
    and Wages	 	$	100,680	 
	Fringe
    Benefits	 	$	18,121	 
	Personnel
    Costs (Subtotal)	 	$	118,801	 
	Materials
    & Supplies	 	$	36,715	 
	Travel	 	$	8,000	 
	Subawards/Consortium/Contractual
    Costs	 	$	167,800	 
	ADP/Computer
    Services	 	$	2,500	 
	TOTAL
    FEDERAL DC	 	$	333,816	 
	TOTAL
    FEDERAL F&A	 	$	102,181	 
	TOTAL
    COST	 	$	435,997	 



 


	Facilities
    and Administrative Costs	 	Year
    3	 
	F&A
    Cost Rate 1	 	 	30.61	%
	F&A
    Cost Base 1	 	$	333,816	 
	F&A
    Costs 1	 	$	102,181	 



 



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