Exhibit
10.6


 


 






    	 



     


    

 


BEGINNING
WITH THE EFFECTIVE DATE OF THIS MODIFICATION, THE GOVERNMENT AND THE CONTRACTOR MUTUALLY AGREE AS FOLLOWS:


 


ARTICLE
B.3. OPTION FOR PHASE II subparagraph d is revised as follows:


 


d.
If the Government exercises its option pursuant to the OPTION PROVISION Article in SECTION H of this contract, the Government’s
total estimated contract amount represented by the sum of the estimated cost plus the fixed fee will be increased as follows:


 


	 	 	Estimated
 Cost($)
	 	 	Fixed
    Fee($)	 	 	Estimated
    Cost Plus Fixed Fee($)	 
	Base
    Period 9/19/2014-8/03/2015	 	$	181,105	 	 	$	10,866	 	 	$	191,971	 
	Option
                                            Period:
 8/04/2015-8/03/2017
	 	$	1,347,280	 	 	$	80,837	 	 	$	1,428,117	 
	Total
    [Base Period and Option]	 	$	1,528,385	 	 	$	91,703	 	 	$	1,620,088	 



 


ARTICLE
B.4. ADVANCE UNDERSTANDINGS, subparagraph b., is revised as follows:


 


b.
Subcontract


 


A
fixed type subcontract with Rhode Island Hospital for Phase I for an amount not to exceed $65,549 for the period for the period 9/19/2014-8/03/2015.


 


If
the Government exercises its option for Phase II pursuant to the Option Provision Article in Section H of this contract, the total estimated
Subcontract amount will be increased as follows:


 


Option
- 8/04/2015-8/03/2017 - $623,269


 


ARTICLE
F.1. PERIOD OF PERFORMANCE- is revised as follows:


 


	a.	The
                                            period of performance of this contract shall be from 09/19/2014 through 08/03/2017.
	 	 
	b.	If
                                            the Government exercises its option pursuant to the OPTION PROVISION Article in Section H
                                            of this contract, the period of performance will be increased as listed below:



 


	Option	 	Option
    Period
	Option
    for Phase II	 	August
    04, 2015 - August 03, 2017


 






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ARTICLE
F.2. DELIVERIES-subparagraph b is revised as follows:


 


b.
The above items shall be addressed and emailed to ncibranchbinvoices@mail.nih.gov .The following addresses are provided for general correspondence
and other deliveries:


 


	Addressee	 	Deliverable
    Item No	 	Quantity
	Sandra
                                            Addae, Contract Specialist National Cancer Institute

    Office
    of Acquisitions,

    9609
    Medical Center Drive,

    Room
    1E632

    MSC
    9705

    Bethesda,
    MD 20892-9705
	 	1-14,
    16-21	 	Electronically
	Deepa
                                            Narayanan, COR

    National
    Cancer Institute

    NCI
    SBIR & STTR Programs, Room1W5429609 Medical Center Drive, MSC9705Bethesda, MD 20892-9705
	 	2-12	 	Electronically
	OPERA,
                                            OEH, NIH6705

    Rockledge
    DriveSuite 310, MSC 7980Bethesda, Maryland 20892- 7980
	 	13-15	 	Electronically


 


ARTICLE
G.3. INVOICE SUBMISSION/CONTRACT FINANCING REQUEST AND CONTRACTFINANCIAL REPORT - 2.f. and 2.h are
revised as follows:


 


2.f.
The contract period of performance is: 9/19/2014 - 08/03/2017 2.h. Contract line items as follows:


 


	Line
    Item #	 	Line
    Item Description
	1	 	Clinical
    Development of IPdR for Radiosensitization
	2	 	Phase
    II Clinical Development of IPdR for Radiosensitization


 


ARTICLE
l.l. GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE II CONTRACT- is deleted
and replaced in its entirety.


 


This
contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically as follows:
FAR Clauses at: http://www.acquisition.RQv/far/ . HHSAR Clauses at: http: //ww w. h
hs.RQv/policies/ h hsarZsubpart352.htm I


 









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a.
FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:


 


	FAR
    CLAUSE NO.	 	DATE	 	TITLE
	52.202-1	 	Nov
    2013	 	Definitions
    (Over the Simplified Acquisition Threshold)
	52.203-3	 	Apr
    1984	 	Gratuities
    (Over the Simplified Acquisition Threshold)
	52.203-5	 	May
    2014	 	Covenant
    Against Contingent Fees (Over the Simplified Acquisition Threshold)
	52.203-6	 	Sep
    2006	 	Restrictions
                                            on Subcontractor Sales to the Government (Over the

    Simplified
    Acquisition Threshold)

	52.203-7	 	May
    2014	 	Anti-Kickback
    Procedures (Over the Simplified Acquisition Threshold)
	52.203-8	 	May
    2014	 	Cancellation,
    Rescission, and Recovery of Funds for Illegal or Improper Activity (Over the Simplified Acquisition Threshold)
	52.203-10	 	May
    2014	 	Price
                                            or Fee Adjustment for Illegal or Improper Activity (Over the

    Simplified
    Acquisition Threshold)

	52.203-12	 	Oct
    2010	 	Limitation
    on Payments to Influence Certain Federal Transactions (Over $150,000)
	52.203-17	 	Apr
    2014	 	Contractor
    Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights (Over the Simplified Acquisition Threshold)
	52.203-99	 	Feb
    2015	 	Prohibition
    on Contracting with Entities That Require Certain Internal Confidentiality Agreements
	52.204-4	 	May
    2011	 	Printed
                                            or Copied Double-Sided on Postconsumer Fiber Content

    PaperfOver
    the Simplified Acquisition Threshold)

	52.204-10	 	Jul
    2013	 	Reporting
    Executive Compensation and First-Tier Subcontract Awards ($25,000 or more)
	52.204-13	 	Jul
    2013	 	System
    for Award Management Maintenance
	52.209-6	 	Aug
    2013	 	Protecting
    the Government’s Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Over $30,000)
	52.215-2	 	Oct
    2010	 	Audit
    and Records - Negotiation [Note: Applies to ALL contracts funded in whole or in part with Recovery Act funds, regardless of dollar
    value, AND contracts over the Simplified Acquisition Threshold funded exclusively with non-Recovery Act funds.]
	52.215-8	 	Oct
    1997	 	Order
    of Precedence - Uniform Contract Format
	52.215-10	 	Aug
    2011	 	Price
    Reduction for Defective Certified Cost or Pricing Data (Over $700,000)
	52.215-12	 	Oct
    2010	 	Subcontractor
    Cost or Pricing Data (Over $700,000)
	52.215-14	 	Oct
    2010	 	Integrity
    of Unit Prices (Over the Simplified Acquisition Threshold)
	52.215-15	 	Oct
    2010	 	Pension
    Adjustments and Asset Reversions (Over $700,000)
	52.215-18	 	Jul2005	 	Reversion
    or Adjustment of Plans for Post-Retirement Benefits (PRB) other than Pensions
	52.215-19	 	Oct
    1997	 	Notification
    of Ownership Changes
	52.215-21	 	Oct
    2010	 	Requirements
    for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications
	52.219-6	 	Jul
    1996	 	Notice
    of Total Small Business Set-Aside



 






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	FAR
    CLAUSE NO.	 	DATE	 	TITLE
	52.219-8	 	Oct
    2014	 	Utilization
    of Small Business Concerns (Over the Simplified Acquisition Threshold)
	52.219-14	 	Dec
    1996	 	Limitations
    on Subcontracting
	52.222-3	 	Jun
    2003	 	Convict
    Labor
	52.222-21	 	Apr
    2015	 	Prohibition
    of Segregated Facilities
	52.222-26	 	Apr
    2015	 	Equal
    Opportunity
	52.222-35	 	Jul
    2014	 	Equal
    Opportunity for Veterans ($100,000 or more)
	52.222-36	 	Jul
    2014	 	Equal
    Opportunity for Workers with Disabilities
	52.222-37	 	Jul
    2014	 	Employment
    Reports on Veterans ($100,000 or more)
	52.222-40	 	Dec
    2010	 	Notification
    of Employee Rights Under the National Labor Relations Act (Over the Simplified Acquisition Threshold)
	52.222-50	 	Mar
    2015	 	Combating
    Trafficking in Persons
	52.222-54	 	Aug
    2013	 	Employment
    Eligibility Verification (Over the Simplified Acquisition Threshold)
	52.223-6	 	May
    2001	 	Drug-Free
    Workplace
	52.223-18	 	Aug
    2011	 	Encouraging
    Contractor Policies to Ban Text Messaging While Driving
	52.225-1	 	May
    2014	 	Buy
    American - Supplies
	52.225-13	 	Jun
    2008	 	Restrictions
    on Certain Foreign Purchases
	52.227-1	 	Dec
    2007	 	Authorization
    and Consent, Alternate 1 (Apr 1984)
	52.227-2	 	Dec
    2007	 	Notice
    and Assistance Regarding Patent and Copyright Infringement
	52.227-11	 	May
    2014	 	Patent
                                            Rights - Ownership by the Contractor (Note: In accordance with

    FAR
    27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting
    in (i) is annual.

	52.227-20	 	May
    2014	 	Rights
    in Data - SBIR Program
	52.229-3	 	Feb
    2013	 	Federal,
    State and Local Taxes (Over the Simplified Acquisition Threshold)
	52.232-2	 	Apr
    1984	 	Payments
    under Fixed-Price Research and Development Contracts
	52.232-9	 	Apr
    1984	 	Limitation
    on Withholding of Payments
	52.232-17	 	May
    2014	 	Interest
    (Over the Simplified Acquisition Threshold)
	52.232-23	 	May
    2014	 	Assignment
    of Claims
	52.232-25	 	Jul
    2013	 	Prompt
    Payment
	52.232-33	 	Jul
    2013	 	Payment
    by Electronic Funds Transfer-System for Award Management
	52.232-39	 	Jun
    2013	 	Unenforceability
    of Unauthorized Obligations
	52.233-1	 	May
    2014	 	Disputes
	52.233-3	 	Aug
    1996	 	Protest
    After Award
	52.233-4	 	Oct
    2004	 	Applicable
    Law for Breach of Contract Claim
	52.242-13	 	Jul
    1995	 	Bankruptcy
    (Over the Simplified Acquisition Threshold)
	52.243-1	 	Aug
    1987	 	Changes
    - Fixed Price, Alternate V (Apr 1984)
	52.244-5	 	Dec
    1996	 	Competition
    in Subcontracting (Over the Simplified Acquisition Threshold)
	52.244-6	 	Apr
    2015	 	Subcontracts
    for Commercial Items
	52.249-2	 	Apr
    2012	 	Termination
    for the Convenience of the Government (Fixed-Price)
	52.249-9	 	Apr
    1984	 	Default
    (Fixed-Price Research and Development)(Over the Simplified Acquisition Threshold)
	52.253-1	 	Jan
    1991	 	Computer
    Generated Forms



 


Shuttle
Pharmaceuticals, LLC


HHSN261201400013C


Modification
2

 






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b.
DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CFR CHAPTER 3) CLAUSES:


 


		 	 	 	 
	HHSAR
    CLAUSE NO.	 	DATE	 	TITLE
	352.202-1	 	Jan
    2006	 	Definitions
	352.203-70	 	Mar
    2012	 	Anti-Lobbying
	352.222-70	 	Jan
    2010	 	Contractor
    Cooperation in Equal Employment Opportunity Investigations
	352.227-70	 	Jan
    2006	 	Publications
    and Publicity
	352.231-71	 	Jan
    2001	 	Pricing
    of Adjustments
	352.242-70	 	Jan
    2006	 	Key
    Personnel
	352.242-73	 	Jan
    2006	 	Withholding
    of Contract Payments


 


[End
of GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENTSBIR PHASE II CONTRACT- Rev. 04/2015].


 


All
other terms and conditions of this contract remain unchanged and in full force and effect.


 






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