Exhibit
10.15


 


Non-Federal


 


	Subaward
    Agreement
	 
	Prime
    Awardee	Subawardee
	Institution/Organization
    (“PRIME RECIPIENT”)	Institution/Organization
    (“SUBRECIPIENT”)
	 	 
	Name:	Shuttle
    Pharmaceutical, LLC	Name:	Rhode
    Island Hospital
	 	 
	Address:	1
                                            Research Court, Suite 450

                                                                          Rockville,
                                            MD 20850
	Address:	593
                                            Eddy Street

                                                                          Providence,
                                            RI 02903

	 	 
	Prime
                                            Award No.

    HHSN261201400013C
	Subaward
    No.



 


	Sponsor

    National
    Cancer Institute
	 	
 

	 	 	 
	Subaward
                                            Period of Performance

    Phase
    110/27/14 - 6/18/15 Phase II 6/19/15- 6/18/17
	Amount
                                            Funded this Action

    $65,549
	Est.
                                            Total (if incrementally funded)

    $688,818

	 	 	 
	Project
                                            Title


Development
of Radiation Modulators for Use DurinQ Radiotherapy


	 

	 	 
	Reporting
    Requirements [Check here if applicable: 181 See Attachment 4]



 


Terms
and Conditions


 


1)
Prime Recipient hereby awards a cost reimbursable subaward, as described above, to Subrecipient. The statement of work and budget
for this subaward are (check one): _____ as specified in Subrecipient’s proposal dated  _______________; or _X_ as shown in Attachments
3 & 4. In its performance of subaward work, Subrecipient shall be an independent entity and not an employee or agent
of Prime Recipient.


 


2)
Prime Recipient shall reimburse Subrecipient not more often than monthly for allowable costs. All invoices shall be submitted using Subrecipient’s
standard invoice, but at a minimum shall include current and cumulative costs (including cost sharing), subaward number, and certification
as to truth and accuracy of invoice. Invoices that do not reference Prime Recipient’s subaward number shall be returned to Subrecipient.
Invoices and questions concerning invoice receipt or payments should be directed to the appropriate party’s Financial Contact,
as shown in Attachment 2.


 


3)
A final statement of cumulative costs incurred, including cost sharing, marked “FINAL,” must be submitted to Prime Recipient’s
Administrative Contact NOT LATER THAN sixty (60) days after subaward end date. The final statement of costs shall constitute Subrecipient’s
final financial report.


 


4)
All payments shall be considered provisional and subject to adjustment within the total estimated cost in the event such adjustment is
necessary as a result of an adverse audit finding against the Subrecipient.


 


5)
Matters concerning the technical performance of this subaward should be directed to the appropriate party’s Project Director, as
shown in Attachment 2. Technical reports are required as shown above, “Reporting Requirements.”


 


6)
Matters concerning the request or negotiation of any changes in the terms, conditions, or amounts cited in this subaward agreement should
be directed to the appropriate party’s Administrative Contact, as shown in Attachment 2. Any such changes made to this subaward
agreement require the written approval of each party’s Authorized Official, as shown in Attachment 2.


 


7)
Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its employees, officers or
directors, to the extent allowed by law.


 


8)
Either party may terminate this agreement with thirty days written notice to the appropriate party’s Administrative Contact, as
shown in Attachment 2. Prime Recipient shall pay Subrecipient for all allowable, noncancellable obligations in the event of termination.


 


9)
No-cost extensions require the approval of the Prime Recipient. Any requests for a no-cost extension should be addressed to and received
by the Administrative Contact, as shown in Attachment 2, not less than thirty days prior to the desired effective date of the
requested change. 


 


10)
The Subaward is subject to the terms and conditions of the Prime Award and other special terms and conditions, as identified in Attachment
1.


 





	By
  an Authorized Official of PRIME RECIPIENT:	By
  an Authorized Official of SUBRECIPIENT:
	

      Anatoly
      Dritschilo, MD - CEO                       Date
	



 






    	 



     


    

 


Non-Federal


 


	Attachment
                                            2

                                                                                Subaward
                                            Ar._ reement

	Prime
    Recipient Contacts	Subrecipient
    Contacts
	Administrative
    Contact	Administrative
    Contact
	 	 
	Name:	Peter D. Dritschilo

                                                                                President & CFO
	Name:	Kim-Marie
    Lawrence
	Address:	Shuttle Pharmaceuticals, LLC

                                                                              One Research Court, Suite 450

                                                                              Rockville, MD 20850-6252
	Address:	Office of Research Administration

                                                                              1 Hoppin Street, Suite 1.300

                                                                              Providence, RI 02903-4141

	 	 
	Telephone:	240-271-0642	Telephone:	401.444.8554
	Fax:	301-519-8081	Fax:	401.444.4061
	Email:	hoya92@aol.com	Email:	klawrence@Iifespan.org
	 	 
	Principal
    Investigator	Project
    Director
	 	 
	Name:	Theodore
    Phillips, MD	Name:	Timothy
    Kinsella, MD
	 	 
	Address:	Shuttle Pharmaceuticals, LLC

                                                                              One Research Court, Suite 450

                                                                              Rockville, MD 20850-6252
	Address:	Rhode Island Hospital

                                                                              593 Eddy Street, APC 1

                                                                              Providence, RI 02903

	 	 
	Telephone:	240-403-4212	Telephone:	401.444.6203
	Fax:	301-519-8081	Fax:	401.444.5335
	Email:	farfa12@aol.com	Email:	tkinsella@lifespan.org
	 	 
	Financial
    Contact	Financial
    Contact
	 	 
	Name:	Peter D. Dritschilo President & CFO

                                                                              President & CFO
	Name:	Donald Hook

                                                                              Manager, Research Finance

	Address:	Shuttle Pharmaceuticals, LLC

                                                                              One Research Court, Suite 450

                                                                              Rockville, MD 20850-6252
	Address:	Rhode Island Hospital

                                                                              1 Hoppin Street, Suite 1.300

                                                                              Providence, RI 02903-4141

	 	 
	Telephone:	240-271-0642	Telephone:	401-444-5112
	Fax:	301-519-8081	Fax:	401-444-4061
	Email:	hoya92@aol.com	Email:	dhook@lifespan.org
	 	 
	Authorized
    Official	Authorized
    Official
	 	 
	Name:	Anatoly Dritschilo, MD

                                                                              CEO
	Name:	Joan M. Silva

                                                                              Administrative Manager

	Address:	Shuttle Pharmaceuticals, LLC

                                                                              One Research Court, Suite 450

                                                                              Rockville, MD 20850-6252
	Address:	Rhode Island Hospital

                                                                              Office of Research Administration

                                                                              1 Hoppin Street, Suite 1.300

                                                                              Providence, RI 02903-4141

	 	 
	Telephone:	202-444-4068	Telephone:	401.444.4006
	Fax:	301-519-8081	Fax:	401.444.4061
	Email:	dritscha@georgetown.edu	Email:	jsilva@lifespan.org