Exhibit
10.7


 


 




    	 



    	Contract Number : HHSN261201600027C
	NCI Number : N43CO-2016-00027C



    

 


CONTRACT
TABLE OF CONTENTS


 


	PART
    I - THE SCHEDULE	3
	 	SECTION
    B - SUPPLIES OR SERVICES AND PRICES/COSTS	3
	 	 	ARTICLE
    B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES	3
	 	 	ARTICLE
    B.2. PRICES	3
	 	 	ARTICLE
    B.3. ADVANCE UNDERSTANDINGS	3
	 	SECTION
    C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT	4
	 	 	ARTICLE
    C.1. STATEMENT OF WORK	4
	 	 	ARTICLE
    C.2. REPORTING REQUIREMENTS	4
	 	 	ARTICLE
    C.3. INVENTION REPORTING REQUIREMENT	8
	 	SECTION
    D - PACKAGING, MARKING AND SHIPPING	9
	 	SECTION
    E - INSPECTION AND ACCEPTANCE	10
	 	SECTION
    F - DELIVERIES OR PERFORMANCE	11
	 	 	ARTICLE
    F.1. PERIOD OF PERFORMANCE	11
	 	 	ARTICLE
    F.2. DELIVERIES	11
	 	 	ARTICLE
    F.3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)	11
	 	SECTION
    G - CONTRACT ADMINISTRATION DATA	12
	 	 	ARTICLE
    G.1. CONTRACTING OFFICER’S REPRESENTATIVE (COR)	12
	 	 	ARTICLE
    G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 2015)	12
	 	 	ARTICLE
    G.3. INVOICE SUBMISSION	12
	 	 	ARTICLE
    G.4. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR 52.232-40 (December 2013)	14
	 	 	ARTICLE
    G.5. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE	14
	 	SECTION
    H - SPECIAL CONTRACT REQUIREMENTS	15
	 	 	ARTICLE
    H.1. PROTECTION OF HUMAN SUBJECTS, HHSAR 352.270-4(b) (December 2015)	15
	 	 	ARTICLE
    H.2. HUMAN MATERIALS	15
	 	 	ARTICLE
    H.3. HUMAN MATERIALS (ASSURANCE OF OHRP COMPLIANCE)	15
	 	 	ARTICLE
    H.4. NIH POLICY ON ENHANCING REPRODUCIBILITY THROUGH RIGOR AND TRANSPARENCY	16
	 	 	ARTICLE
    H.5. NIH POLICY ON ENHANCING PUBLIC ACCESS TO ARCHIVED PUBLICATIONS RESULTING FROM NIH-FUNDED RESEARCH	16
	 	 	ARTICLE
    H.6. NEEDLE EXCHANGE, HHSAR 352.270-12 (December 2015)	16
	 	 	ARTICLE
    H.7. ACKNOWLEDGEMENT OF FEDERAL FUNDING	16
	 	 	ARTICLE
    H.8. CONTINUED BAN ON FUNDING ABORTION AND CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH, HHSAR 352.270-13 (December 2015)	17
	 	 	ARTICLE
    H.9. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION	17
	 	 	ARTICLE
    H.10. RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS	17
	 	 	ARTICLE
    H.11. GUN CONTROL	17
	 	 	ARTICLE
    H.12. LIMITATIONS ON SUBCONTRACTING - SBIR	17
	 	 	ARTICLE
    H.13. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-74 (December 2015)	17
	 	 	ARTICLE
    H.14. CONFIDENTIALITY OF INFORMATION	18
	 	 	ARTICLE
    H.15. PUBLICATION AND PUBLICITY	19
	 	 	ARTICLE
    H.16. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE	19
	 	 	ARTICLE
    H.17. OBTAINING AND DISSEMINATING BIOMEDICAL RESEARCH RESOURCES	19
	PART
    II - CONTRACT CLAUSES	20
	 	SECTION
    I - CONTRACT CLAUSES	20
	PART
    III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS	24
	 	SECTION
    J - LIST OF ATTACHMENTS	24
	 	 	1.
    Statement of Work	24
	 	 	2.
    Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2	24
	 	 	3.
    Safety and Health	24
	 	 	4.
    Disclosure of Lobbying Activities, SF-LLL	24
	 	 	5.
    NIH Small Business Innovation Research (SBIR) Program Funding Agreement Certification	24
	 	 	6.
    NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification	24
	PART
    IV - REPRESENTATIONS AND INSTRUCTIONS	25
	 	SECTION
    K - REPRESENTATIONS AND CERTIFICATIONS	25
	 	 	1.
    Annual Representations and Certifications	25
	 	 	2.
    Annual Representations and Certifications, FAR Clause 52.204-8	25
	 	 	3.
    Human Subjects Assurance Identification Number	25


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


PART
I - THE SCHEDULE


 


SECTION
B - SUPPLIES OR SERVICES AND PRICES/COSTS


 


ARTICLE
B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES


 


The
objective of this Phase I SBIR application is to determine the technical and commercial feasibility for developing a metabolite panel
predictive of clinical outcomes in patients treated with radiation therapy for prostate cancer.


 


ARTICLE
B.2. PRICES


 


	 	a.	The
    total fixed price of this contract is $299,502.
	 	 	 
	 	b.	Upon
    delivery and acceptance of the item(s) and/or service(s) specified in the DELIVERY Article in SECTION F and described in SECTION
    C of this contract and identified in the schedule of charges below, the Government shall pay to the Contractor the unit prices set
    forth below:


 


PAYMENT
SCHEDULE


 


	Description	 	Invoice #	 	Period Covered	 	Amount	 
	PDF Kick-Off Presentation	 	HHSN261201600027C - 01	 	Month 1	 	$	74,876	 
	Quarterly Report 1	 	HHSN261201600027C - 02	 	Months 1-3	 	$	74,876	 
	Quarterly Report 2	 	HHSN261201600027C - 03	 	Months 4-6	 	$	74,876	 
	Draft Final Report	 	HHSN261201600027C - 04	 	Effective date of contract through one month prior to completion date of contract	 	$	37,437	 
	Final Report, 
Contract Outcomes Report, Final Presentaton, and all other contract deliverables	 	HHSN261201600027C - 05	 	Entire Period of Performance of contract	 	$	37,437	 
	TOTAL FIXED PRICE	 	 	 	 	 	$	299,502	 



 


ARTICLE
B.3. ADVANCE UNDERSTANDINGS


 


Other
provisions of this contract notwithstanding, approval of the following items within the limits set forth is hereby granted without further
authorization from the Contracting Officer.


 


	 	a.	Contract
    Number Designation


 


On
all correspondence submitted under this contract, the Contractor agrees to clearly identify the two contract numbers that appear on the
face page of the contract as follows:


 


Contract
No. HHSN261201600027C .


 


NCI
Control No. N43CO-2016-00027 .


 


	 	b.	SBIR
    Funding Agreement Certification


 


The
SBIR Funding Agreement Certification form, located in SECTION J, must be completed at the time of award prior to the performance of work
under this contract, in accordance with the SBIR Policy Directive issued by SBA (October 18, 2012).


 


For
additional information, see NIH Policy Notice NOT-OD-13-116, entitled, “New Program Certifications Required for SBIR and STTR Awards,”
located at: http://grants.nih.gov/grants/guide/notice-files/NOT-OD-13-116.html.


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


SECTION
C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT


 


ARTICLE
C.1. STATEMENT OF WORK


 


	 	a.	Independently
    and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment,
    and facilities, not otherwise provided by the Government as needed to perform the Statement of Work, dated 09/16/2016, set forth
    in SECTION J-List of Attachments, attached hereto and made a part of this contract.


 


ARTICLE
C.2. REPORTING REQUIREMENTS


 


All
reports required herein shall be submitted in electronic format via e-mail, as attachments, to the following designated NCI Branch Distribution
Mailbox: NCIbranchbinvoices@mail.nih.gov.


 


Each
e-mail submission shall contain only one deliverable. If the attached file for the deliverable exceeds 50 MB, the Contractor shall divide
the deliverable into files of 50 MB each. All deliverables shall be limited to five file attachments or less.


 


The
subject line of the e-mail shall read as follows: Deliverable_Contract Number_Vendor’s Name_Deliverable Description_Due Date .


 


All
electronic reports submitted shall be compliant with Section 508 of the Rehabilitation Act of 1973. Additional information about testing
documents for Section 508 compliance, including guidance and specific checklists, by application, can be found at: http://www.hhs.gov/web/508/index.html
under “Making Files Accessible.”


 


	 	a.	Technical
    Reports


 


In
addition to those reports required by the other terms of this contract, the Contractor shall prepare and submit the following reports
in the manner stated below and in accordance with the DELIVERIES Article in SECTION F of this contract:


 


[Note:
The Contractor shall include, in any technical progress report submitted, the applicable PubMed Central (PMC) or NIH Manuscript Submission
reference number when citing publications that arise from its NIH funded research.]


 


	 	1.	Kick-Off
    Presentation


 


The
Contractor shall prepare and submit a kick-off presentation. Slides shall be prepared and presentation of the slides shall occur either
in-person or through webinar or teleconference. The presentation shall cover the following:


 


	 	a.	Discussion
    of the Contractor’s organization and project status, particularly changes that occurred since the proposal submission;
	 	 	 
	 	b.	Contractor’s
    recent achievements (patents, publications, sales, regulatory approvals, partnerships, awards, etc.);
	 	 	 
	 	c.	Status
    of the field;
	 	 	 
	 	d.	Status
    of commercial and academic competitors;
	 	 	 
	 	e.	Where
    the proposed project is positioned against the state of the art;


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


	 	f.	Intellectual
    property landscape;
	 	 	 
	 	g.	Refresher
    on the proposed technology/R&D;
	 	 	 
	 	h.	Detailed
    plan for the first budget period of the contract;
	 	 	 
	 	i.	Milestones
    (technical and commercial) to be achieved by the end of the first budget period of the contract;
	 	 	 
	 	j.	Discussion
    of anticipated technical risks and alternative approaches;
	 	 	 
	 	k.	Questions
    to the NCI.


 


	 	2.	Quarterly
    Reports


 


The
Contractor shall submit Quarterly Reports, which shall include:


 


	 	a.	Summary
    of technical objectives with status of each objective clearly marked ( e.g. previously completed, completed during this reporting
    period, not started, etc);
	 	 	 
	 	b.	Clear
    description of activities accomplished in the quarter;
	 	 	 
	 	c.	Analysis
    of experimental data and presentation of selected data;
	 	 	 
	 	d.	Comments
    regarding the timeliness of performance;
	 	 	 
	 	e.	Brief
    explanation of objectives/activities to be pursued in the next reporting period.


 


This
report shall generally be no longer than five (5) pages, excluding tables, figures, images and graphs used to present data.


 


	 	3.	Draft
    Final Report


 


The
Contractor shall submit a Draft Final Report. The Government Contracting Officer’s Representative (COR) will review and provide
comments on the Draft Final Report, which the Contractor shall incorporate into a revised Final Report (- see Reporting Requirement Item
4).


 


The
Draft Final Report shall include the following three sections:


 


Section
1: Summary of Salient Results


 


The
Summary of Salient Results shall summarize in 200 words or less the salient results achieved during performance of the contract.


 


Section
2: Final Technical Report


 


The
Final Technical Report shall set forth the work performed and results obtained for the entire contract period of performance. This report
shall be in sufficient detail to describe comprehensively the results achieved.


 


Section
3: Draft Commercialization Plan


 


	 	a.	Value
    of the SBIR Project, Expected Outcomes, and Impact


 


Describe,
in layperson’s terms, the proposed project and its key technology objectives. State the product, process, or service to be developed
in Phases II and III. Clarify the need addressed, specifying weaknesses in the current approaches to meet this need. In addition, describe
the commercial applications of the research and the innovation inherent in this application. Be sure to also specify the potential societal,
educational, and scientific benefits of this work. Explain the non-commercial impacts to the overall significance of the project. Explain
how the SBIR contract integrates with the overall business plan of the company.


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


	 	b.	Organization


 


Give
a brief description of the Contractor’s organization, including corporate objectives, core competencies, present size (annual sales
level and number and types of employees), history of previous Federal and non-Federal funding, regulatory experience and subsequent commercialization,
and any current products/services that have significant sales. Include a short description of the origins of th(e Contractor’s
organization. Indicate the Contractor’s vision for the future, how the Contractor will grow/maintain a sustainable business entity,
and how the Contractor will meet critical management functions as the Contractor’s organization evolves from a small technology
R&D business to a successful commercial entity.


 


	 	c.	Market,
    Customer, and Competition


 


Describe
the market and/or market segments being targeted and provide a brief profile of the potential customer. Tell what significant advantages
the Contractor’s innovation will bring to the market - e.g., better performance, lower cost, faster, more efficient or effective,
new capability. Explain the hurdles the Contractor will have to overcome in order to gain market/customer acceptance of the Contractor’s
innovation. Describe any strategic alliances, partnerships, or licensing agreements the Contractor has in place to get FDA approval (if
required) and to market and sell the Contractor’s product. Briefly describe the Contractor’s marketing and sales strategy.
Give an overview of the current competitive landscape and any potential competitors over the next several years.


 


	 	d.	Intellectual
    Property (IP) Protection


 


Describe
how the Contractor is going to protect the IP that results from the Contractor’s innovation. Also, note other actions the Contractor
may consider taking that will constitute at least a temporal barrier to others aiming to provide a solution similar to the Contractor’s.


 


	 	e.	Finance
    Plan


 


Describe
the necessary financing the Contractor will require to commercialize the product, process, or service, and when it will be required.
Describe the Contractor’s plans to raise the requisite financing to launch the Contractor’s innovation into Phase III and
begin the revenue stream. Plans for this financing stage may be demonstrated in one or more of the following ways:


 


	 	●	Letter
    of commitment of funding.
	 	 	 
	 	●	Letter
    of intent or evidence of negotiations to provide funding, should the Phase II project be successful and the market need still exist.
	 	 	 
	 	●	Letter
    of support for the project and/or some in-kind commitment, e.g., to test or evaluate the innovation.
	 	 	 
	 	●	Specific
    steps the Contractor is going to take to secure Phase III funding.


 


	 	f.	Production
    and Marketing Plan


 


Describe
how the production of the Contractor’s product/process/service will occur ( e.g., in house manufacturing, contract
manufacturing). Describe the steps the Contractor will take to market and sell the Contractor’s product/process/service. For
example, explain plans for licensing, Internet sales, etc.


 


	 	g.	Revenue
    Stream


 


Explain
how the Contractor plans to generate a revenue stream for the Contractor’s organization should this project be a success. Examples
of revenue stream generation include, but are not limited to; manufacture and direct sales, sales through value added resellers or other
distributors, joint venture, licensing, service. Describe how the Contractor’s staffing will change to meet the Contractor’s
revenue expectations.


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


	 	4.	Final
    Report


 


The
Contractor shall submit a Final Report. This document shall incorporate revisions in response to the comments provided by the Government
COR after review of the Draft Final Report (- see Reporting Requirements Item 3).


 


	 	5.	Contract
    Outcomes Report


 


The
Contractor shall submit a Contract Outcomes Report using a fillable PDF form to be provided by the Government. The Contract Outcomes
Report must be provided as a filled-in version of the PDF form provided and not as a printed or scanned copy of this document.


 


	 	6.	Final
    Presentation


 


The
Contractor shall prepare and submit a final presentation. Slides shall be prepared and presentation of the slides shall occur either
in-person or through webinar or teleconference. The presentation shall cover the following:


 


	 	a.	Discussion
    of the Contractor’s organization and project status;
	 	 	 
	 	b.	Contractor’s
    achievements during the performance period (patents, publications, sales, regulatory approvals, partnerships, awards, etc.);
	 	 	 
	 	c.	Detailed
    results of the performed research and development;
	 	 	 
	 	d.	Discussion
    of proposed milestones and whether they were achieved during the contract performance;
	 	 	 
	 	e.	Summary
    of submitted commercialization plan;
	 	 	 
	 	f.	Discussion
    of the anticipated Phase II activities with emphasis on how they fit into the commercialization plan, if Contractor is interested
    in pursuing Phase II research;
	 	 	 
	 	g.	Questions
    to the NCI.


 


	 	b.	Other
    Reports/Deliverables


 


	 	1.	Section
    508 Annual Report


 


The
contractor shall submit an annual Section 508 report in accordance with the schedule set forth in the ELECTRONIC AND INFORMATION TECHNOLOGY
ACCESSIBILITY Article in SECTION H of this contract. The Section 508 Report Template and Instructions for completing the report are available
at: http://www.hhs.gov/web/508/contracting/technoloqy/vendors.html under “Vendor Information and Documents.”


 


	 	2.	NIH
    Small Business Innovation Research (SBIR) Program Life Cycle Certification


 


In
accordance with the SBIR/STTR Reauthorization Act of 2011, the contractor shall complete and submit the NIH Small Business Innovation
Research (SBIR) Life Cycle Certification form, located in SECTION J, of the contract to the Contracting Officer. This certification is
required to ensure the contractor is meeting the program’s requirements during the life cycle of the contract.


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


The
Life Cycle Certification form shall be submitted as follows:


 


	 	●	Phase
    I SBIR Contractors shall submit the Certification at the time of receiving final payment or disbursement.
	 	 	 
	 	●	Phase
    II SBIR Contractors shall submit the Certification prior to receiving more than 50% of the total contract amount AND prior
    to final payment or disbursement.


 


The
Contracting Officer, may, at any time after ward request further clarifications and supporting documentation in order to assist in the
verification of any information provided by the contractor.


 


For
additional information, see NIH Policy Notice NOT-OD-13-116, entitled, “New Program Certifications Required for SBIR and STTR Awards,”
located at: http://grants.nih.gov/grants/guide/notice-files/NQT-OD-13-116.html.


 


ARTICLE
C.3. INVENTION REPORTING REQUIREMENT


 


All
reports and documentation required by FAR Clause 52.227-11, Patent Rights-Ownership by the


 


Contractor
including, but not limited to, the invention disclosure report, the confirmatory license, and the Government support certification, shall
be directed to the Division of Extramural Inventions and Technology Resources (DEITR), OPERA, OER, NIH, 6705 Rockledge Drive, Suite 310,
MSC 7980, Bethesda, Maryland 20892-7980 (Telephone: 301-435-1986). In addition, one copy of an annual utilization report, and a copy
of the final invention statement, shall be submitted to the Contracting Officer. The final invention statement (see FAR 27.303(b)(2)(ii))
shall be submitted to the Contracting Officer on or before the completion date of the contract.


 


If
no invention is disclosed or no activity has occurred on a previously disclosed invention during the applicable reporting period, a negative
report shall be submitted to the Contracting Officer via e-mail.


 


To
assist contractors in complying with invention reporting requirements of the clause, the NIH has developed “Interagency Edison,”
an electronic invention reporting system. Use of Interagency Edison is required as it streamlines the reporting process and greatly reduces
paperwork. Access to the system is through a secure interactive Web site to ensure that all information submitted is protected. Interagency
Edison and information relating to the capabilities of the system can be obtained from the Web ( http://www.iedison.gov). or by
contacting the Extramural Inventions and Technology Resources Branch, OPERA, NIH.


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


SECTION
D - PACKAGING, MARKING AND SHIPPING


 


All
deliverables required under this contract shall be packaged, marked and shipped in accordance with Government specifications. At a minimum,
all deliverables shall be marked with the contract number and Contractor name. The Contractor shall guarantee that all required materials
shall be delivered in immediate usable and acceptable condition.


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


SECTION
E - INSPECTION AND ACCEPTANCE


 


	 	a.	The
    Contracting Officer or the duly authorized representative will perform inspection and acceptance of materials and services to be
    provided.
	 	 	 
	 	b.	For
    the purpose of this SECTION, the Contracting Officer’s Representative (COR) is the authorized representative of the Contracting
    Officer.
	 	 	 
	 	c.	Inspection
    and acceptance will be performed at:


 


National
Cancer Institute


9609
Medical Center Drive


Rockville,
MD 20850


 


Acceptance
may be presumed unless otherwise indicated in writing by the Contracting Officer or the duly authorized representative within 30 days
of receipt.


 


	 	d.	This
    contract incorporates the following clause by reference, with the same force and effect as if it were given in full text. Upon request,
    the Contracting Officer will make its full text available.


 


FAR
Clause 52.246-9, Inspection of Research and Development (Short Form) (April 1984).


 


FAR
Clause 52.246-16, Responsibility for Supplies (April 1984).


 




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    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


SECTION
F - DELIVERIES OR PERFORMANCE


 


ARTICLE
F.1. PERIOD OF PERFORMANCE


 


The
period of performance of this contract shall be from 09/19/2106 through 09/18/2017.


 


ARTICLE
F.2. DELIVERIES


 


Satisfactory
performance of the final contract shall be deemed to occur upon performance of the work described in the Statement of Work Article in
SECTION C of this contract and upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, of the
following items in accordance with the stated delivery schedule:


 


	 	a.	The
    items specified below as described in the REPORTING REQUIREMENTS Article in SECTION C of this contract will be required to be delivered
    F.o.b. Destination as set forth in FAR 52.247-35, F.o.b. DESTINATION, WITHIN CONSIGNEES PREMISES (APRIL 1984), and in accordance
    with and by the date(s) specified below:


 


	Item	 	Description	 	Delivery
    Schedule
	(1)	 	SBIR
    Funding Agreement Certification	 	Due
    at time of award, prior to performance of any work under this contract.
	(2)	 	Kick-Off
    Presentation	 	Due
    on or before 30 calendar days following the effective date of the contract.
	(3)	 	Quarterly
    Report One	 	Due
    on or before 15 calendar days following completion of 3 full months of contract performance.
	(4)	 	Quarterly
    Report Two	 	Due
    on or before 15 calendar days following completion of 6 full months of contract performance.
	(5)	 	Draft
    Final Report	 	Due
    on or before 1 month prior to the contract completion date.
	(6)	 	Final
    Report	 	Due
    on or before the contract completion date.
	(7)	 	Contract
    Outcomes Report	 	Due
    on or before the contract completion date.
	(8)	 	Final
    Presentation	 	Due
    on or before the contract completion date.
	(9)	 	Final
    Invention Statement	 	Due
    on or before the contract completion date.
	(10)	 	Invention
    Disclosure Report	 	Due
    on or before the contract completion date.
	(11)	 	SBIR
    Program Life Cycle Certification	 	Due
    on or before the contract completion date.
	(12)	 	Section
    508 Annual Report	 	Due
    on or before the contract completion date.


 


	 	b.	The
    above items shall be addressed and delivered to ncibranchbinvoices@mail.nih.gov. as well as to the following addressees:


 


	Addressee	 	Deliverables
	Miguel
                                            Diaz

    Office
    of Acquisitions 

    miauel.diaz@nih.gov
	 	All
    deliverables, in electronic format.
	Deepa
                                            Narayanan, PhD

    NCI
    SBIR & STTR Programs

    naravanand@mail.nih.gov
	 	All
    deliverables, in electronic format.
	OPERA,
                                            OEH, NIH

    6705
    Rockledge Drive

    Suite
    310, MSC 7980

    Bethesda,
    MD 20892-7980
	 	Items
    9 and 10, in hard copy.


 


ARTICLE
F.3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)


 


This
contract incorporates the following clause(s) by reference, with the same force and effect as if it were given in full text. Upon request,
the Contracting Officer will make its full text available. Also, the full text of a clause may be accessed electronically at this address:
http://www.acquisition.gov/far.


 


FEDERAL
ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:


 


52.242-15,
Stop Work Order (August 1989)


 


Alternate
I (April 1984) is not applicable to this contract.


 




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    	Contract Number : HHSN261201600027C
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SECTION
G - CONTRACT ADMINISTRATION DATA


 


ARTICLE
G.1. CONTRACTING OFFICER’S REPRESENTATIVE (COR)


 


The
following Contracting Officer’s Representative (COR) will represent the Government for the purpose of this contract:


 


Deepa
Narayanan, Ph.D.


 


The
COR is responsible for: (1) monitoring the Contractor’s technical progress, including the surveillance and assessment of performance
and recommending to the Contracting Officer changes in requirements; (2) interpreting the statement of work and any other technical performance
requirements; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this
contract; and (5) assisting in the resolution of technical problems encountered during performance.


 


The
Contracting Officer is the only person with authority to act as agent of the Government under this contract. Only the Contracting Officer
has authority to: (1) direct or negotiate any changes in the statement of work; (2) modify or extend the period of performance; (3) change
the delivery schedule; (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this contract;
(5) otherwise change any terms and conditions of this contract; or (6) sign written licensing agreements. Any signed agreement shall
be incorporated by reference in Section K of the contract


 


The
Government may unilaterally change its COR designation.


 


ARTICLE
G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 2015)


 


The
key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the contractor
voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer
and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify
the proposed replacement and provide an explanation of how the replacement’s skills, experience, and credentials meet or exceed
the requirements of the contract (including, when applicable, Human Subjects Testing requirements). If the employee of the contractor
is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide
the maximum notice practicable under the circumstances. The Contractor shall not divert, replace, or announce any such change to key
personnel without the written consent of the Contracting Officer. The contract will be modified to add or delete key personnel as necessary
to reflect the agreement of the parties.


 


(End
of Clause)


 


The
following individual(s) is/are considered to be essential to the work being performed hereunder:


 


	Name	 	Title
	Scott
    Grindrod, Ph.D.	 	Principal
    Investigator


 


ARTICLE
G.3. INVOICE SUBMISSION


 


	 	a.	Invoice
    Instructions for NIH Fixed-Price Type Contracts, NIH(RC)-2, are attached and made part of this contract. The Contractor shall follow
    the attached instructions and submission procedures specified below to meet the requirements of a “proper invoice” pursuant
    to FAR Subpart 32.9, Prompt Payment.


 


	 	1.	Payment
    requests shall be submitted to the offices identified below. Do not submit supporting documentation (e.g., receipts, time sheets,
    vendor invoices, etc.) with your payment request unless specified elsewhere in the contract or requested by the Contracting Officer.


 




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	 	a.	The
    original invoice shall be submitted to the following designated billing office:


 


National
Institutes of Health


Office
of Financial Management


Commercial
Accounts


2115
East Jefferson Street, Room 4B-432, MSC 8500


Bethesda,
MD 20892-8500


 


	 	b.	One
    courtesy copy of the original invoice shall be submitted electronically as follows:


 


	 	1.	The
    Contractor shall scan the original payment request (invoice) in Adobe Portable Document Format (PDF) along with the necessary supporting
    documentation as one single attachment.
	 	 	 
	 	2.	Save the single attachment (scanned invoice along with any supporting documentation) in the following format: YourVendorName_lnvoice number (e.g., if you are submitting Invoice 123456, save the single attachment as “Contractor Name_invoice 123456”). 


                                                                               

                                                                              [Note: Please do not use special characters (such as #, $, %, *, &,!) when saving your attachment. Only the underscore symbol (_) is permitted.]

	 	 	 
	 	3.	Transmit
    the saved single attachment via e-mail to the appropriate branch’s Central Point of Distribution. For the purpose of this contract,
    the Central Point of Distribution is NCI OA Branch B - ncibranchbinvoices@mail.nih.gov. Only one payment request shall be
    submitted per e-mail and the subject line of the e-mail shall include the Contract Number_Contract Title_Contractor’s Name_unique
    Invoice number.


 


Note:
The original payment request must still be submitted in hard copy and mailed to the designated billing office listed in subparagraph
a., above, to meet the requirements of a “proper invoice.” Also, the Contractor must certify on the payment request that
the electronic courtesy copy is a duplicate of the original invoice mailed to NIH’s Office of Financial Management.


 


	 	2.	In
    addition to the requirements specified in FAR 32.905 for a proper invoice, the Contractor shall include the following information
    on the face page of all payment requests:


 


	 	a.	Name
    of the Office of Acquisitions. The Office of Acquisitions for this contract is National Cancer Institute.
	 	 	 
	 	b.	Federal
    Taxpayer Identification Number (TIN). If the Contractor does not have a valid TIN, it shall identify the Vendor Identification Number
    (VIN) on the payment request. The VIN is the number that appears after the Contractor’s name on the face page of the contract.
    If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.
	 	 	 
	 	c.	DUNS
    or DUNS+4 Number. The DUNS number must identify the Contractor’s name and address exactly as stated in the contract and as
    registered in the Central Contractor Registration (CCR) database. If the Contractor does not have a valid DUNS number, it shall identify
    the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor’s name
    on the face page of the contract. If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.
	 	 	 
	 	d.	Invoice
    Matching Option. This contract requires a two-way match.
	 	 	 
	 	e.	Unique
    Invoice Number. Each payment request must be identified by a unique invoice number, which can only be used one time regardless of
    the number of contracts or orders held by an organization.
	 	 	 
	 	f.	The
    contract period of performance.
	 	 	 
	 	g.	The
    contract title.


 




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	 	b.	Inquiries
    regarding payment of invoices shall be directed to the designated billing office, (301) 496-6452.
	 	 	 
	 	c.	The
    Contractor shall include the following certification on every invoice for reimbursable costs incurred with Fiscal Year funds subject
    to HHSAR Clause 352.231-70, Salary Rate Limitation in SECTION I of this contract. For billing purposes, certified invoices are required
    for the billing period during which the applicable Fiscal Year funds were initially charged through the final billing period utilizing
    the applicable Fiscal Year funds:


 


“I
hereby certify that the salaries charged in this invoice are in compliance with HHSAR Clause 352.231-70, Salary Rate Limitation in SECTION
I of the above referenced contract.”


 


ARTICLE
G.4. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS





SUBCONTRACTORS,
FAR 52.232-40 (December 2013)


 


	 	a.	Upon
    receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors
    under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable
    contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.
	 	 	 
	 	b.	The
    acceleration of payments under this clause does not provide any new rights under the prompt Payment Act.
	 	 	 
	 	c.	Include
    the substance of this clause, include this paragraph c, in all subcontracts with small business concerns, including subcontracts
    with small business concerns for the acquisition of commercial items.


 


(End
of Clause)


 


ARTICLE
G.5. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE


 


	 	a.	Contractor
    Performance Evaluations


 


A
Final evaluation of Contractor performance will be prepared on this contract in accordance with FAR Subpart 42.15. The Final performance
evaluation will be prepared at the time of completion of work.


 


The
Final evaluation will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor will be
permitted thirty days to review the document and to submit additional information or a rebutting statement. If agreement cannot be reached
between the parties, the matter will be referred to an individual one level above the Contracting Officer, whose decision will be final.


 


Copies
of the evaluation, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used
to support future award decisions.


 


	 	b.	Electronic
    Access to Contractor Performance Evaluations


 


Contractors
may access evaluations through a secure Web site for review and comment at the following address:


 


http://www.cpars.gov


 




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SECTION
H - SPECIAL CONTRACT REQUIREMENTS


 


ARTICLE
H.1. PROTECTION OF HUMAN SUBJECTS, HHSAR 352.270-4(b) (December 2015)


 


	 	a.	The
    Contractor agrees that the rights and welfare of human subjects involved in research under this contract shall be protected in accordance
    with 45 CFR part 46 and with the Contractor’s current Federal-wide Assurance (FWA) on file with the Office for Human Research
    Protections (OHRP), Department of Health and Human Services. The Contractor further agrees to provide certification at least annually
    that the Institutional Review Board has reviewed and approved the procedures, which involve human subjects in accordance with 45
    CFR part 46 and the Assurance of Compliance.
	 	 	 
	 	b.	The
    Contractor shall bear full responsibility for the performance of all work and services involving the use of human subjects under
    this contract and shall ensure that work is conducted in a proper manner and as safely as is feasible. The parties hereto agree that
    the Contractor retains the right to control and direct the performance of all work under this contract. Nothing in this contract
    shall create an agency or employee relationship between the Government and the Contractor, or any subcontractor, agent or employee
    of the Contractor, or any other person, organization, institution, or group of any kind whatsoever. The Contractor agrees that it
    has entered into this contract and will discharge its obligations, duties, and undertakings and the work pursuant thereto, whether
    requiring professional judgment or otherwise, as an independent Contractor without creating liability on the part of the Government
    for the acts of the Contractor or its employees.
	 	 	 
	 	c.	Contractors
    involving other agencies or institutions in activities considered to be engaged in research involving human subjects must ensure
    that such other agencies or institutions obtain their own FWA if they are routinely engaged in research involving human subjects
    or ensure that such agencies or institutions are covered by the Contractors’ FWA via designation as agents of the institution
    or via individual investigator agreements (see OHRP Website at: http://www.hhs.qov/ohrp/policy/quidanceonalternativetofwa.pdf).
	 	 	 
	 	d.	If
    at any time during the performance of this contract the Contractor is not in compliance with any of the requirements and or standards
    stated in paragraphs (a) and (b) above, the Contracting Officer may immediately suspend, in whole or in part, work and further payments
    under this contract until the Contractor corrects the noncompliance. The Contracting Officer may communicate the notice of suspension
    by telephone with confirmation in writing. If the Contractor fails to complete corrective action within the period of time designated
    in the Contracting Officer’s written notice of suspension, the Contracting Officer may, after consultation with OHRP, terminate
    this contract in whole or in part.
	 	 	 
	 	e.	(End
    of clause)


 


ARTICLE
H.2. HUMAN MATERIALS


 


The
acquisition and supply of all human specimen material (including fetal material) used under this contract shall be obtained by the Contractor
in full compliance with applicable State and Local laws and the provisions of the Uniform Anatomical Gift Act in the United States, and
no undue inducements, monetary or otherwise, will be offered to any person to influence their donation of human material.


 


ARTICLE
H.3. HUMAN MATERIALS (ASSURANCE OF OHRP COMPLIANCE)


 


The
acquisition and supply of all human specimen material (including fetal material) used under this contract shall be obtained by the Contractor
in full compliance with applicable State and Local laws and the provisions of the Uniform Anatomical Gift Act in the United States, and
no undue inducements, monetary or otherwise, will be offered to any person to influence their donation of human material.


 




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The
Contractor shall provide written documentation that all human materials obtained as a result of research involving human subjects conducted
under this contract, by collaborating sites, or by subcontractors identified under this contract, were obtained with prior approval by
the Office for Human Research Protections (OHRP) of an Assurance to comply with the requirements of 45 CFR 46 to protect human research
subjects. This restriction applies to all collaborating sites without OHRP-approved Assurances, whether domestic or foreign, and compliance
must be ensured by the Contractor.


 


Provision
by the Contractor to the Contracting Officer of a properly completed “Protection of Human Subjects Assurance Identification/IRB
Certification/Declaration of Exemption”, Form OMB No. 0990-0263(formerly Optional Form 310), certifying IRB review and approval
of the protocol from which the human materials were obtained constitutes the written documentation required. The human subject certification
can be met by submission of a self designated form, provided that it contains the information required by the “Protection of Human
Subjects Assurance Identification/IRB Certification/Declaration of Exemption”, Form OMB No. 0990-0263(formerly Optional Form 310).


 


ARTICLE
H.4. NIH POLICY ON ENHANCING REPRODUCIBILITY THROUGH RIGOR AND TRANSPARENCY


 


Contractors
shall adhere to the NIH policy of enhancing reproducibility through rigor and transparency by addressing each of the four areas of the
policy in performance of the Statement of Work and in publications, as applicable: 1) Scientific Premise; 2) Scientific Rigor; 3) Consideration
of Relevant Biological Variables, including Sex; and 4) Authentication of Key Biological and/or Chemical Resources. This policy applies
to all NIH funded research and development, from basic through advanced clinical studies. See NIH Guide Notice, NQT-QD-15-103,
“Enhancing Reproducibility through Rigor and Transparency” and NQT-QD-15-102. “Consideration of Sex as a Biological
Variable in NIH-funded Research” for more information. In addition, publications are expected to follow the guidance at http://
www.nih.gov/research-traininq/riqor-reproducibility/principles-quidelines-reporting-preclinical-research, whether preclinical or
otherwise, as appropriate. More information is available at http://qrants.nih.gov/reproducibility/index.htm, including FAQs and
a General Policy Overview.


 


ARTICLE
H.5. NIH POLICY ON ENHANCING PUBLIC ACCESS TO ARCHIVED


PUBLICATIONS
RESULTING FROM NIH-FUNDED RESEARCH


 


NIH-funded
investigators shall submit to the NIH National Library of Medicine’s (NLM) PubMed Central (PMC) an electronic version of the author’s
final manuscript, upon acceptance for publication, resulting from research supported in whole or in part with direct costs from NIH.
NIH defines the author’s final manuscript as the final version accepted for journal publication, and includes all modifications
from the publishing peer review process. The PMC archive will preserve permanently these manuscripts for use by the public, health care
providers, educators, scientists, and NIH. The Policy directs electronic submissions to the NIH/NLM/PMC: http://www.pubmedcentral.nih.gov.


 


Additional
information is available at http://qrants.nih.gov/qrants/guide/notice-files/NOT-OD-09-071.html and http:// publicaccess.nih.gov.


 


ARTICLE
H.6. NEEDLE EXCHANGE, HHSAR 352.270-12 (December 2015)


 


The
Contractor shall not use any funds obligated under this contract to carry out any program of distributing sterile needles or syringes
for the hypodermic injection of any illegal drug.


 


(End
of clause)


 


ARTICLE
H.7. ACKNOWLEDGEMENT OF FEDERAL FUNDING


 


The
Contractor shall clearly state, when issuing statements, press releases, requests for proposals, bid solicitations and other documents
describing projects or programs funded in whole or in part with Federal money: (1) the percentage of the total costs of the program or
project which will be financed with Federal money; (2) the dollar amount of Federal funds for the project or program; and (3) the percentage
and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources.


 




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ARTICLE
H.8. CONTINUED BAN ON FUNDING ABORTION AND CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH, HHSAR 352.270-13 (December 2015)


 


	 	a.	The
    Contractor shall not use any funds obligated under this contract for any abortion.
	 	 	 
	 	b.	The
    Contractor shall not use any funds obligated under this contract for the following:


 


	 	1.	The
    creation of a human embryo or embryos for research purposes; or
	 	 	 
	 	2.	Research
    in which a human embryo or embryos are destroyed, discarded, or knowingly subjected to risk of injury of death greater than that
    allowed for research on fetuses in utero under 45 CFR part 46 and Section 498(b) of the Public Health Service Act (42 U.S.C. 289g(b)).


 


	 	c.	The
    term “human embryo or embryos” includes any organism, not protected as a human subject under 45 CFR part 46 as of the
    date of the enactment of this Act, that is derived by fertilization, parthenogenesis, cloning, or any other means from one or more
    human gametes of human diploid cells.
	 	 	 
	 	d.	The
    Contractor shall not use any Federal funds for the cloning of human beings.


 


(End
of clause)


 


ARTICLE
H.9. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION


 


The
Contractor shall not use contract funds to disseminate information that is deliberately false or misleading.


 


ARTICLE
H.10. RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS


 


The
Contractor shall not use contract funds to maintain or establish a computer network unless such network blocks the viewing, downloading,
and exchanging of pornography.


 


ARTICLE
H.11. GUN CONTROL


 


The
Contractor shall not use contract funds in whole or in part, to advocate or promote gun control.


 


ARTICLE
H.12. LIMITATIONS ON SUBCONTRACTING - SBIR


 


The
Contractor shall perform a minimum of two-thirds of the research and/or analytical effort conducted under this contract, as measured
by total contract dollars. Any deviation from this requirement must be approved in writing by the Contracting Officer.


 


ARTICLE
H.13. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-74 (December 2015)


 


	 	a.	Pursuant
    to Section 508 of the Rehabilitation Act of 1973(29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all electronic
    and information technology (EIT) supplies and services developed, acquired, or maintained under this contract or order must comply
    with the “Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility
    Standards” set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the “Access
    Board”) in 36 CFR part 1194. Information about Section 508 is available at http://www.hhs.gov/web/508. The complete
    text of Section 508 Final Provisions can be accessed at http://www.access-board.gov/quidelines-and-standards/ communications-and-it/about-the-section-508-standards.


 




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	 	b.	The
    Section 508 accessibility standards applicable to this contract or order are identified in the Statement of Work or Specification
    or Performance Work Statement. The contractor must provide any necessary updates to the submitted HHS Product Assessment Template(s)
    at the end of each contract or order exceeding the simplified acquisition threshold (see FAR 2.101) when the contract or order duration
    is one year or less. If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform
    to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified
    in the contract will be the responsibility of the Contractor at its own expense.
	 	 	 
	 	c.	The
    Section 508 accessibility standards applicable to this contract are: None.
	 	 	 
	 	d.	In
    the event of a modification(s) to this contract or order,which adds new EIT supplies or services or revises the type of, or specifications
    for, supplies or services, the Contracting Officer may require that the contractor submit a completed HHS Section 508 Product Assessment
    Template and any other additional information necessary to assist the Government in determining that the EIT supplies or services
    conform to Section 508 accessibility standards. Instructions for documenting accessibility via the HHS Section 508 Product Assessment
    Template may be found under Section 508 policy on the HHS Web site: ( http://www.hhs.gov/web/508). If it is determined by
    the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards
    in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility
    of the Contractor at its own expense.
	 	 	 
	 	e.	If
    this is an Indefinite Delivery contract, a Blanket Purchase Agreement or a Basic Ordering Agreement, the task/delivery order requests
    that include EIT supplies or services will define the specifications and accessibility standards for the order. In those cases, the
    Contractor may be required to provide a completed HHS Section 508 Product Assessment Template and any other additional information
    necessary to assist the Government in determining that the EIT supplies or services conform to Section 508 accessibility standards.
    Instructions for documenting accessibility via the HHS Section 508 Product Assessment Template may be found at http:// www.hhs.gov/web/508.
    If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility
    standards in the provided documentation, remediation of the supplies or services to the level of conformance specified in the contract
    will be the responsibility of the Contractor at its own expense.


 


(End
of clause)


 


ARTICLE
H.14. CONFIDENTIALITY OF INFORMATION


 


	 	a.	Confidential
    information, as used in this article, means information or data of a personal nature about an individual, or proprietary information
    or data submitted by or pertaining to an institution or organization.
	 	 	 
	 	b.	The
    Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories
    of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential.
    Similarly, the Contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to
    time during the performance of the contract. Failure to agree will be settled pursuant to the “Disputes” clause.
	 	 	 
	 	c.	If
    it is established elsewhere in this contract that information to be utilized under this contract, or a portion thereof, is subject
    to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C.
    552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.
	 	 	 
	 	d.	Confidential
    information, as defined in paragraph (a) of this article, shall not be disclosed without the prior written consent of the individual,
    institution, or organization.
	 	 	 
	 	e.	Whenever
    the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is
    subject to the Privacy Act or is confidential information subject to the provisions of this article, the Contractor should obtain
    a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.


 





	 	f.	Contracting
    Officer determinations will reflect the result of internal coordination with appropriate program and legal officials.
	 	 	 
	 	g.	The
    provisions of paragraph (d) of this article shall not apply to conflicting or overlapping provisions in other Federal, State or local
    laws.





 




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The
following information is covered by this article:


 


All
patient related information


 


ARTICLE
H.15. PUBLICATION AND PUBLICITY


 


In
addition to the requirements set forth in HHSAR Clause 352.227-70, Publications and Publicity incorporated by reference in SECTION
I of this contract, the Contractor shall acknowledge the support of the National Institutes of Health whenever publicizing the work under
this contract in any media by including an acknowledgment substantially as follows:


 


“This
project has been funded in whole or in part with Federal funds from the National Cancer Institute, National Institutes of Health, Department
of Health and Human Services, under Contract No. HHSN261201600027C.”


 


Press
releases shall be considered to include the public release of information to any medium, excluding peer- reviewed scientific publications.
The Contractor shall not publish a press release related to this contract without receiving prior concurrence from the Contracting Officer.
The Contractor shall submit an advance copy of the press release to the Contracting Officer and Contracting Officer’s Representative
(COR). Upon acknowledgment of receipt, the Contracting Officer will have five (5) working days to respond with concurrence or comments.
In the event that the Contracting Officer does not communicate concurrence or comments to the Contractor within five (5) working days
following acknowledgement of receipt of the press release advance copy, concurrence may be presumed.


 


ARTICLE
H.16. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE


 


Anyone
who becomes aware of the existence or apparent existence of fraud, waste and abuse in NIH funded programs is encouraged to report such
matters to the HHS Inspector General’s Office in writing or on the Inspector General’s Hotline. The toll free number is 1-800-HHS-TIPS
(1-800-447-8477). All telephone calls will be handled confidentially. The website to file a complaint on-line is: http://oig.hhs.gov/fraud/hotline/
and the mailing address is:


 


US
Department of Health and Human Services


Office
of Inspector General


ATTN:
OIG HOTLINE OPERATIONS


P.O.
Box 23489


Washington,
D.C. 20026


 


ARTICLE
H.17. OBTAINING AND DISSEMINATING BIOMEDICAL RESEARCH RESOURCES


 


Unique
research resources arising from NIH-funded research are to be shared with the scientific research community. NIH provides guidance, entitled,
“Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research
Resources: Final Notice,” (Federal Register Notice, December 23, 1999 [64 FR 72090]), concerning the appropriate terms for disseminating
and acquiring these research resources. This guidance, found at: http://www.gpo.gov/fdsys/pkg/FR-1999-12-23/pdf/99-33292.pdf is
intended to help contractors ensure that the conditions they impose and accept on the transfer of research tools will facilitate further
biomedical research, consistent with the requirements of the Bayh-Dole Act and NIH funding policy.


 


Note:
For the purposes of this Article, the terms, “research tools”, “research materials”, and “research resources”
are used interchangeably and have the same meaning.


 




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PART
II - CONTRACT CLAUSES


 


SECTION
I - CONTRACT CLAUSES


 


ARTICLE
1.1. GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE I CONTRACT


 


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.acauisition.gov/far/. HHSAR Clauses at: http:// www.hhs.gov/policies/hhsar/subpart352.html.


 


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)
	52.203-12	 	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 (DEVIATION)
	52.204-10	 	Oct
    2015	 	Reporting
    Executive Compensation and First-Tier Subcontract Awards ($30,000 or more)
	52.204-13	 	Jul
    2013	 	System
    for Award Management Maintenance
	52.209-6	 	Oct
    2015	 	Protecting
    the Government’s Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Over $35,000)
	52.215-8	 	Oct
    1997	 	Order
    of Precedence - Uniform Contract Format
	52.219-6	 	Jul
    1996	 	Notice
    of Total Small Business Set-Aside
	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	 	Oct
    2015	 	Equal
    Opportunity for Veterans ($150,000 or more)
	52.222-36	 	Jul
    2014	 	Equal
    Opportunity for Workers with Disabilities
	52.222-37	 	Feb
    2016	 	Employment
    Reports on Veterans ($150,000 or more)
	52.222-50	 	Mar
    2015	 	Combating
    Trafficking in Persons
	52.222-54	 	Oct
    2015	 	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


 




    	- 20 -



    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


	FAR
    CLAUSE NO.	 	DATE	 	TITLE
	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
	52.232-9	 	Apr
    1984	 	Limitation
    on Withholding of Payments
	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
	52.243-1	 	Aug
    1987	 	Changes
    - Fixed Price, Alternate V (Apr 1984)
	52.244-6	 	Jun
    2016	 	Subcontracts
    for Commercial Items
	52.249-1	 	Apr
    1984	 	Termination
    for the Convenience of the Government (Fixed-Price) (Short Form)
	52.249-9	 	Apr
    1984	 	Default
    (Fixed-Price Research and Development)(Over the Simplified Acquisition Threshold)
	52.253-1	 	Jan
    1991	 	Computer
    Generated Forms


 


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


 


	HHSAR
    CLAUSE NO.	 	DATE	 	TITLE
	352.203-70	 	Dec
    2015	 	Anti-Lobbying
	352.222-70	 	Dec
    2015	 	Contractor
    Cooperation in Equal Employment Opportunity Investigations
	352.227-70	 	Dec
    2015	 	Publications
    and Publicity
	352.237-75	 	Dec
    2015	 	Key
    Personnel


 


[End
of GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE I CONTRACT Rev. 08/2016].


 


ARTICLE
I.2. AUTHORIZED SUBSTITUTION OF CLAUSES


 


ARTICLE
1.1. of this SECTION is hereby modified as follows:


 


	 	a.	Alternate
    IV (October 2010) of FAR Clause 52.215-21, Requirements for Certified Cost or Pricing Data and Data Other Than Certified
    Cost or Pricing Data—Modifications (October 2010) is added.
	 	 	 
	 	b.	The
    following clause(s) are added to this contract:


 


	 	●	FAR
    Clause 52.203-3, Gratuities (April 1984)
	 	 	 
	 	●	FAR
    Clause 52.203-5, Covenant Against Contingent Fees (May 2014)



 



    	- 21 -



    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


	 	●	FAR
    Clause 52.203-6, Restrictions on Subcontractor Sales to the Government (September 2006)
	 	 	 
	 	●	FAR
    Clause 52.203-7, Anti-Kickback Procedures (May 2014)
	 	 	 
	 	●	FAR
    Clause 52.203-8, Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (May 2014)
	 	 	 
	 	●	FAR
    Clause 52.203-10, Price or Fee Adjustment for Illegal or Improper Activity (May 2014)
	 	 	 
	 	●	FAR
    Clause 52.204-4, Printed or copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)
	 	 	 
	 	●	FAR
    Clause 52.215-2, Audit and Records Negotiation (October 2010)
	 	 	 
	 	●	FAR
    Clause 52.215-14, Integrity of Unit Prices (October 2010)
	 	 	 
	 	●	FAR
    Clause 52.219-8, Utilization of Small Business Concerns (October 2014)
	 	 	 
	 	●	FAR
    Clause 52.219-14, Limitations on Subcontracting (December 1996)
	 	 	 
	 	●	FAR
    Clause 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (December 2010)
	 	 	 
	 	●	FAR
    Clause 52.229-3, Federal, State and Local Taxes (February 2013)
	 	 	 
	 	●	FAR
    Clause 52.232-2, Payments under Fixed-Price Research and Development Contracts (April 1984)
	 	 	 
	 	●	FAR
    Clause 52.232-17, Interest (May 2014)
	 	 	 
	 	●	FAR
    Clause 52.242-13, Bankruptcy (July 1995)
	 	 	 
	 	●	FAR
    Clause 52.244-5, Competition in Subcontracting (December 2010)


 


The
following clause(s) is substituted as follows:


 


	 	●	FAR
    Clause 52.249-1, Termination for the Convenience of the Government (Fixed-Price)(Short Form) (April 1984) is deleted in its
    entirety and FAR Clause 52.249-2, Termination for the Convenience of the Government (Fixed Price) (April 2012) is substituted
    therefor.


 







    	- 22 -



    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


ARTICLE
1.3. Additional Contract Clauses


 


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.


 


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


 


	 	1.	FAR
    Clause 52.209-10, Prohibition on Contracting With Inverted Domestic Corporations (November 2015).
	 	 	 
	 	2.	FAR
    Clause 52.219-28, Post-Award Small Business Program Rerepresentation (July 2013).


 


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


 


	 	1.	HHSAR
    Clause 352.208-70, Printing and Duplication (December 2015)
	 	 	 
	 	2.	HHSAR
    Clause 352.223-70, Safety and Health (December 2015)


 


	 	3.	HHSAR
    Clause 352.231-70, Salary Rate Limitation (December 2015)


 


Note:
The Salary Rate Limitation is at the Executive Level II Rate.


 


See
the following website for Executive Schedule rates of pay: https://www.opm.gov/policy-data- oversight/pay-leave/salaries-wages/.


 


(
For current year rates, click on Salaries and Wages/Executive Schedule/Rates of Pay for the Executive Schedule. For prior year rates,
click on Salaries and Wages/select Another Year at the top of the page/Executive Schedule/Rates of Pay for the Executive Schedule. Rates
are effective January 1 of each calendar year unless otherwise noted.)


 


ARTICLE
I.4. ADDITIONAL FAR CONTRACT CLAUSES INCLUDED IN FULL TEXT


 


This
contract incorporates the following clauses in full text.


 


	 	a.	THERE
    ARE NO APPLICABLE CLAUSES IN THIS SECTION.


 




    	- 23 -



    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


PART
111 - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS


 


SECTION
J - LIST OF ATTACHMENTS


 


The
following documents are attached and incorporated in this contract:


 


1.
Statement of Work


 


Statement
of Work, dated 09/16/2016, 3 pages.


 


2.
Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2


 


Invoice
Instructions for NIH Fixed-Price Contracts, NIH(RC)-2, (8/12), 3 pages.


 


https://oamp.od.nih.gov/sites/default/files/rc2_508.pdf


 


3.
Safety and Health


 


Safety
and Health, HHSAR Clause 352.223-70, (12/15), 2 pages.


 


https://oamp.od.nih.gov/sites/default/files/DGS/contracting-forms/Safety-Health-hhsar-1-06.pdf


 


4.
Disclosure of Lobbying Activities, SF-LLL


 


Disclosure
of Lobbying Activities, SF-LLL, dated 7/97, 2 pages.


 


https://www.whitehouse.gov/sites/default/files/omb/grants/sflll.pdf


 


5.
NIH Small Business Innovation Research (SBIR) Program Funding Agreement Certification


 


NIH
Small Business Innovative Research (SBIR) Program Funding Agreement Certification, 3 pages, located at: http://grants.nih.gov/grants/funding/sbir
forms/SBIR%20Funding%20Agreement%20Certification.pdf.


 


6.
NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification


 


NIH
Small Business Innovative Research (SBIR) Program Life Cycle Certification, 3 pages, located at: http:// grants.nih.gov/grants/funding/sbir_forms/SBIR%20Life%20Cycle%20Certification.pdf.


 




    	- 24 -



    	Contract Number : HHSN261201600027C
	NCI Control Number : N43CO-2016-00027C



    

 


PART
IV - REPRESENTATIONS AND INSTRUCTIONS


 


SECTION
K - REPRESENTATIONS AND CERTIFICATIONS


 


The
following documents are incorporated by reference in this contract:


 


	 	1.	FAR
    Clause 52.204-19 Incorporation by Reference of Representations and Certifications (December 2014).


 


The
Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM),
are incorporated by reference into the contract.


 


(End
of clause)


 


	 	2.	NIH
    Representations & Certifications, dated 08/29/2016
	 	 	 
	 	4.	Human
    Subjects Assurance Identification Number FWA00022203.


 


END
of the SCHEDULE


 


(CONTRACT)


 




    	- 25 -



    	Statement of Work (Phase I) Dated 09/16/2016)
	Contract No. HHSN26120100027C



    

 


	 	 	STATEMENT
    OF WORK (Phase I)
	 	 	 
	TITLE:	 	Predictive
    biomarkers for prostate cancer patient sensitivity for radiation late effects
	PRINCIPAL
    INVESTIGATOR(S):	 	Scott
    Grindrod, Ph.D.
	PROJECT
    DURATION:	 	12
    months
	COMPANY:	 	Shuttle
    Pharmaceuticals, Inc.
	SUBCONTRACTORS:	 	Georgetown
    University


 


	I.	Background
    Information and Objectives


 


A.
Background Information


 


Patients
treated for prostate cancer may experience treatment related late effects that adversely affect quality of life and may prove life-threatening.
The objective of this Phase I SBIR application is to determine the technical and commercial feasibility of a biomarker panel predictive
of radiation mediated late effects in patients treated for prostate cancer. The Contractor shall develop a metabolite signature of radiation
responses in a cohort of patients undergoing stereotactic body radiation therapy (SBRT) for prostate cancer. Analysis of banked plasma
samples shall be correlated with clinical outcomes to identify markers of urinary and gastrointestinal late effects for validation in
a larger clinical population to be proposed in a subsequent Phase II application. The Phase II effort shall allow Shuttle Pharmaceuticals
to advance its proposed commercialization plan and to raise capital to support validation clinical trials leading to FDA approval.


 


Patients
treated with stereotactic body radiation therapy (SBRT) for prostate cancers on an IRB approved protocol have banked clinical specimens
and detailed monitoring of quality of life parameters. Sub-sets of these patients have developed urinary incontinence (Ul), symptomatic
urinary flare (USF), obstructed voiding symptoms/retention (UR) and radiation proctitis (RP). Shuttle has used high resolution mass spectrometry
based metabolomics/lipidomic profiling to analyze this unique cohort of patient samples and propose here, to leverage our established
analytical platform to advance product development and validation of a biomarker panel predictive of radiation toxicities. Metabolites
in plasma from a cohort of 100 de-identified patients shall be analyzed to develop a kit supporting metabolomic analysis to serve as
a biomarker panel predictive of patient susceptibility for radiation late effects.


 


B.
Technical Objectives


 


The
three technical objectives of this proposal focus on determining the feasibility for developing a metabolite panel predictive of clinical
outcomes in prostate cancer patients treated with radiation therapy (SBRT). In Objective 1, the Contractor shall use technology in the
Waters Center of Excellence at Georgetown University to perform metabolite analysis on de-identified, bio-banked plasma samples from
100 patients. In the first objective, untargeted metabolite profiles shall be obtained and analyzed for correlations with clinical outcomes,
including cancer recurrence, urinary tract injury and rectal injury. Candidate metabolites shall be validated and a metabolite “kit”
shall be designed and tested in Objective 2. Standard operating procedures (SOPs) shall be prepared and purity, stability and storage
capacity shall be tested. Objective 3 is to consolidate the intellectual property (metabolite panels) within Georgetown University policies
and obtain a license to develop and commercialize the biomarker panels. Submitting a final report to NIH staff documenting success in
achieving the Phase I milestones shall allow preparation of a phase II application to clinically validate the biomarker panel and support
commercialization efforts.


 




    	Attachment 1
	Page
                                            1 of
                                            3



    	Statement of Work (Phase I) Dated 09/16/2016)
	Contract No. HHSN26120100027C



    

 


The
Contractor shall do the following:


 


Objective
1. Develop a metabolite biomarker panel of radiation late effects.


 


Task
1.1. Perform untargeted metabolomics profiling of plasma specimens using UPLC-ESI-QTOFMS. Milestone 1.1. Metabolite raw
data on clinical samples from 100 patients


 


Task
1.2. Perform biostatistics analysis of raw data to identify candidate metabolite signatures.


 


Milestone
1.2. Metabolite signatures for cancer recurrence, urinary tract injury and rectal injury.


 


Task
1.3. Validate and evaluate biomarker performance using SID-MRM-MS. Identify candidate molecules for biomarker development.


 


Milestone
1.3. Panels of validated biomarkers that correlate to cancer recurrence, urinary injury and rectal injury (for kit
development).


 


Objective
2. Design and test a metabolite “kit” suitable for GLP clinical application


 


Task
2.1. Define the operating range of the biomarker assay.


 


Milestone
2.1. Accuracy and precision of the assay is available for preparing standard operating procedures (SOPs).


 


Task
2.2. Determine the assay optimization and standardization.


 


Milestone
2.2. Purity, stability and storage capacity data for selected metabolites will be used in SOPs.


 


Task
2.3. Determine robustness of the assay.


 


Milestone
2.3. Assay repeatability available for the SOPs.


 


Objective
3. Review achieved milestones, evaluate commercialization potential and advance a Phase II SBIR application for clinical trial validation
of the biomarker


 


Task
3.1. Disclose intellectual property to the GU Office of Technology Commercialization.


 


Milestone
3.1. Provisional patent application submission.


 


Task
3.2. Prepare and submit the final report of Phase I accomplishments.


 


Milestone
3.2. Written final report is accepted by NIH staff allowing submission of a Phase II application.


 


	II.	Services
    to be Performed


 


	A.	General
    Requirements


 


	 	1.	The
    contractor shall independently perform all work and furnish all labor, materials, supplies, equipment, and services (except as otherwise
    specified in the contract).
	 	 	 
	 	2.	All
    work will be monitored by the Government Project Officer identified in Section G of the contract.


 




    	Attachment 1
	Page
                                            2 of
                                            3



    	Statement of Work (Phase I) Dated 09/16/2016)
	Contract No. HHSN26120100027C



    

 


	B.	Specific Requirements




 


Phase
I Milestones and Timeline


 


	 	 	 	 	Months

    1-3
	 	Months

    4-6
	 	Months

    7-9
	 	Months

    10-12

	Objective
    1	 	 	 	******	 	******	 	 	 	 
	GU	 	Milestone
    1.1. Metabolite raw data on clinical samples from 100 patients	 	X	 	X	 	 	 	 
	SP/GU	 	Milestone
    1.2. Metabolite siqnatures for cancer recurrence, urinary tract injury and rectal injury.	 	 	 	X	 	 	 	 
	SP	 	Milestone
    1.3. Panels of validated biomarkers for assay kit development.	 	 	 	X	 	X	 	X
	 	 	 	 	 	 	 	 	 	 	 
	Objective
    2	 	 	 	 	 	******	 	******	 	 
	SP	 	Milestone
    2.1. Accuracy and precision of the assay for standard operating procedures (SOPs)	 	 	 	X	 	X	 	 
	SP	 	Milestone
                                            2.2. Puritv, stability and storaae capacity data for selected metabolites for

    SOPs.
	 	 	 	X	 	X	 	 
	SP	 	Milestone
    2.3. Assay repeatability for SOPs.	 	 	 	 	 	X	 	 
	Objective
    3	 	 	 	 	 	***	 	******	 	******
	SP/GU	 	Milestone
    3.1. Provisional patent application submission.	 	 	 	X	 	X	 	X
	SP	 	Milestone
    3.2. Written final report is accepted by NIH staff; submit a Phase II SBIR application.	 	 	 	 	 	X	 	X


 


SP
= Work shall be performed in Shuttle Pharmaceuticals Laboratory/ Administrative Offices


 


GU
= Work shall be performed in Georgetown University Shared Resource Facilities


 




    	Attachment 1
	Page
                                            3 of
                                            3



    	 



    

 


INVOICE
INSTRUCTIONS FOR NIH FIXED-PRICE CONTRACTS, NIH(RC)-2


 


Format:
Submit payment requests on Standard Form 1034, Public Voucher for Purchases and Services Other Than Personal, or the Contractor’s
self-generated form provided it contains all of the information prescribed herein. DO NOT include a cover letter with the payment request.


 


Number
of Copies: Submit payment requests in the quantity specified in the Invoice Submission Instructions in Section G of the Contract
Schedule.


 


Frequency:
Submit payment requests upon delivery and acceptance of goods or services unless otherwise authorized by the Contracting Officer.


 


Currency:
All NIH contracts are expressed in United States dollars. When the Government pays in a currency other than United States dollars,
billings shall be expressed, and payment by the Government shall be made, in that other currency at amounts coincident with actual costs
incurred. Currency fluctuations may not be a basis of gain or loss to the Contractor. Notwithstanding the above, the total of all invoices
paid under this contract may not exceed the United States dollars authorized.


 


Preparation
and Itemization of the Payment Request: Prepare payment requests as follows:


 


Note:
All information must be legible or the invoice will be considered improper and returned to the Contractor.


 


	 	(a)	Designated
    Billing Office Name and Address: Enter the designated billing office name and address, as identified in the Invoice Submission
    Instructions in Section G of the Contract Schedule.
	 	 	 
	 	(b)	Contractor’s
    Name, Address, Point of Contact, TIN, and DUNS or DUNS+4 Number: Show the Contractor’s name and address exactly as they
    appear in the contract. Any invoice identified as improper will be sent to this address. Also include the name, title, phone number,
    and e-mail address of the Point of Contact in case of questions. If the remittance name differs from the legal business name, both
    names must appear on the invoice. Provide the Contractor’s Federal Taxpayer Identification Number (TIN) and Data Universal
    Numbering System (DUNS) or DUNS+4 number. The DUNS number must identify the Contractor’s name and address exactly as stated
    in the contract, and as registered in the System for Acquisition Management (SAM) database.


 


When
an approved assignment of claims has been executed, the Contractor shall provide the same information for the assignee as is required
for the Contractor (i.e., name, address, point of contact, TIN, and DUNS number), with the remittance information clearly identified
as such.


 


	 	(c)	Invoice/Voucher
    Number: Identify each payment request by a unique invoice number, which can only be used one time regardless of the number of
    contracts or orders held by an organization. For example, if a contractor has already submitted invoice number 05 on one of its contracts
    or orders, it cannot use that same invoice number on any other contract or order. Payment requests with duplicate invoice numbers
    will be considered improper and returned to the contractor.


 




    	NIH(RC)-2	 	 	 	 
	Revised 7/2013	 	1	 	Attachment 2



    	 



    

 


The
NIH does not prescribe a particular numbering format but suggests using a job or account number for each contract and order followed
by a sequential invoice number (example: 8675309-05). Invoice numbers are limited to 30 characters. There are no restrictions on the
use of special characters, such as colons, dashes, forward slashes, or parentheses.


 


If
all or part of an invoice is suspended and the contractor chooses to reclaim those costs on a supplemental invoice, the contractor may
use the same unique invoice number followed by an alpha character, such as “R” for revised (example: 8675309-05R).


 


	 	(d)	Date
    Invoice/Voucher Prepared: Insert the date the payment request is prepared.
	 	 	 
	 	(e)	Contract
    Number and Order Number (if applicable): Insert the contract number and order number (as applicable).
	 	 	 
	 	(f)	Contract
    Title: Insert the contract title listed on the cover page of the contract and/or Section G of the Contract Schedule.
	 	 	 
	 	(g)	Current
    Contract Period of Performance: Insert the contract start date/effective date through the current completion date of the contract.
	 	 	 
	 	(h)	Total
    Fixed-Price of Contract/Order: Insert the total fixed-price of the contract/order.
	 	 	 
	 	(i)	Two-Way/Three-Way
    Match: Identify whether payment is to be made using a two-way or three-way match. To determine required payment method, refer
    to the Invoice Submission Instructions in Section G of the Contract Schedule.
	 	 	 
	 	(j)	Office
    of Acquisitions: Insert the name of the Office of Acquisitions, as identified in the Invoice Submission Instructions in Section
    G of the Contract Schedule.
	 	 	 
	 	(k)	Central
    Point of Distribution: Identify the Central Point of Distribution, as specified in the Invoice Submission Instructions in Section
    G of the Contract Schedule.
	 	 	 
	 	(l)	Billing
    Period: Insert the beginning and ending dates (month, day, and year) of the period in which costs were incurred and for which
    reimbursement is claimed.
	 	 	 
	 	(m)	Description
    of Supplies or Services: Provide a description of the supplies or services, by line item (if applicable), quantity, unit price
    (where appropriate), and total amount. The item description, unit of measure, and unit price must match those specified in
    the contract. For example, if the contract specifies 1 box of hypodermic needles (100/box) with a unit price of $50.00, then the
    invoice must state 1 box, hypodermic needles (100/box), $50.00, not 100 syringes at $0.50 each. Invoices that do not match
    the line item pricing in the contract will be considered improper and will be returned to the Contractor.
	 	 	 
	 	(n)	Amount
    Billed - Current Period: Insert the amount claimed for the current billing period, including any adjustments, if applicable.
    If the Contract Schedule contains separately priced line items, identify the contract line item(s) on the payment request.
	 	 	 
	 	(o)	Amount
    Billed - Cumulative: Insert the cumulative amounts claimed to date, including any adjustments as applicable. If the Contract
    Schedule contains separately priced line items, identify the contract line item(s) on the payment request.
	 	(p)	Freight
    or Delivery Charges: Identify all charges for freight or express shipments, other than f.o.b. destination, as a separate line
    item on the invoice. (If shipped by freight or express, and charges are more than $25, attach prepaid bill.)
	 	 	 
	 	(q)	Government
    Property: If the contract authorizes the purchase of any item of Government Property (e.g., equipment), the invoice must list
    each item for which reimbursement is requested. Include reference to the following (as applicable):


 


	 	-	item
    number for the specific piece of equipment listed in the Property Schedule, and
	 	 	 
	 	-	Contracting
    Officer Authorization (COA) Number, if the equipment is not covered by the Property Schedule.


 




    	NIH(RC)-2	 	 	 	 
	Revised 7/2013	 	2	 	Attachment 2



    	 



    

 


Safety
and Health, HHSAR 352.223-70 (January 2006)


 


	(a)	To
    help ensure the protection of the life and health of all persons, and to help prevent damage to property, the Contractor shall comply
    with all Federal, State, and local laws and regulations applicable to the work being performed under this contract. These laws are
    implemented or enforced by the Environmental Protection Agency, Occupational Safety and Health Administration (OSHA) and other regulatory/enforcement
    agencies at the Federal, State, and local levels.


 


	 	(1)	In
    addition, the Contractor shall comply with the following regulations when developing and implementing health and safety operating
    procedures and practices for both personnel and facilities involving the use or handling of hazardous materials and the conduct of
    research, development, or test projects:


 


	 	(ii)	29
    CFR 1910.1030, Bloodborne pathogens; 29 CFR 1910.1450, Occupational exposure to hazardous chemicals in laboratories; and other applicable
    occupational health and safety standards issued by OSHA and included in 29 CFR Part 1910. These regulations are available at: http://www.osha.gov.
	 	 	 
	 	(ii)	Nuclear
    Regulatory Commission Standards and Regulations, pursuant to the Energy Reorganization Act of 1974 (42 U.S.C. 5801 et seq.). The
    Contractor may obtain copies from the U.S. Nuclear Regulatory Commission, Washington, DC 20555- 0001.


 


	 	(2)	The
    following Government guidelines are recommended for developing and implementing health and safety operating procedures and practices
    for both personnel and facilities:


 


	 	(i)	Biosafety
    in Microbiological and Biomedical Laboratories, CDC. This publication is available at http://www.cdc.qov/OD/ohs/biosftv/bmbl4/bmbl4toc.htm.
	 	 	 
	 	(ii)	Prudent
    Practices for Safety in Laboratories (1995), National Research Council, National Academy Press, 500 Fifth Street, NW., Lockbox 285,
    Washington, DC 20055 (ISBN 0-309-05229-7). This publication is available at http://www.nap.edu/cataloq/4911.html.


 


	(b)	Further,
    the Contractor shall take or cause to be taken additional safety measures as the Contracting Officer, in conjunction with the Contracting
    Officer’s Technical Representative or other appropriate officials, determines to be reasonably necessary. If compliance with
    these additional safety measures results in an increase or decrease in the cost or time required for performance of any part of work
    under this contract, the Contracting Officer will make an equitable adjustment in accordance with the applicable “Changes”
    clause set forth in this contract.
	 	 
	(c)	The
    Contractor shall maintain an accurate record of, and promptly report to the Contracting Officer, all accidents or incidents resulting
    in the exposure of persons to toxic substances, hazardous materials or hazardous operations; the injury or death of any person; or
    damage to property incidental to work performed under the contract and all violations for which the Contractor has been cited by
    any Federal, State or local regulatory/enforcement agency. The report shall include a copy of the notice of violation and the findings
    of any inquiry or inspection, and an analysis addressing the impact these violations may have on the work remaining to be performed.
    The report shall also state the required action(s), if any, to be taken to correct any violation(s) noted by the Federal, State or
    local regulatory/enforcement agency and the time frame allowed by the agency to accomplish the necessary corrective action.


 


Safety
and Health, HHSAR 352.223-70 (January 2006)


 


	(d)	If
    the Contractor fails or refuses to comply with the Federal, State or local regulatory/enforcement agency’s directive(s) regarding
    any violation(s) and prescribed corrective action(s), the Contracting Officer may issue an order stopping all or part of the work
    until satisfactory corrective action (as approved by the Federal, State or local regulatory/enforcement agencies) has been taken
    and documented to the Contracting Officer. No part of the time lost due to any stop work order shall be subject to a claim for extension
    of time or costs or damages by the Contractor.
	 	 
	(e)	The
    Contractor shall insert the substance of this clause in each subcontract involving toxic substances, hazardous materials, or hazardous
    operations. The Contractor is responsible for the compliance of its subcontractors with the provisions of this clause.


 


(End
of clause)


 




    	Safety and Health, HHSAR 352.223-70 (January 2006)	Page
                                            1 of
                                            1
	 	Attachment 3



    	 



    

 


 




    	Page 1	Attachment 4



    	 



    

 


INSTRUCTIONS
FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES


 


This
disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or
receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing
of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with a covered Federal action. Use the SF-LLLA Continuation Sheet for additional information if the space
on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the
implementing guidance published by the Office of Management and Budget for additional information.


 


	 	1.	Identify
    the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal
    action.
	 	 	 
	 	2.	Identify
    the status of the covered Federal action.
	 	 	 
	 	3.	Identify
    the appropriate classification of this report. If this is a followup report caused by a material change to the information previously
    reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this
    reporting entity for this covered Federal action.
	 	 	 
	 	4.	Enter
    the full name, address, city. State and zip code of the reporting entity, include Congressional District, if known. Check the appropriate
    classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier
    of the subawardee,e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts,
    subgrants and contract awards under grants.
	 	 	 
	 	5.	If
    the organization filing the report in item 4 checks “Subawardee,” then enter the full name, address, city, State and
    zip code of the prime Federal recipient. Include Congressional District, if known.
	 	 	 
	 	6.	Enter
    the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if
    known. For example, Department of Transportation, United States Coast Guard.
	 	 	 
	 	7.	Enter
    the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic
    Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.
	 	 	 
	 	8.	Enter
    the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal
    (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal
    control number assigned by the Federal agency). Include prefixes, e.g., “RFP-DE-90-001.”
	 	 	 
	 	9.	For
    a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the
    award/loan commitment for the prime entity identified in item 4 or 5.


 


	 	10.	(a)	Enter
    the full name, address, city, State and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence
    the covered Federal action.


 


	 	(b)	Enter
    the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First
    Name, and Middle Initial (Ml).


 


	 	11.	Enter
    the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10).
    Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material
    change report, enter the cumulative amount of payment made or planned to be made.
	 	 	 
	 	12.	Check
    the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value
    of the in-kind payment.
	 	 	 
	 	13.	Check
    the appropriate box(es). Check all boxes that apply. If other, specify nature.
	 	 	 
	 	14.	Provide
    a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s)
    of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal
    officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that
    were contacted.
	 	 	 
	 	15.	Check
    whether or not a SF-LLLA Continuation Sheet(s) is attached.
	 	 	 
	 	16.	The
    certifying official shall sign and date the form, print his/her name, title, and telephone number.


 


	According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503.




 




    	Page 2	Attachment 4



    	 



    

 


SBIR
Funding Agreement Certification


 


Grant
Contract Number


 


Program
Director(s)/Principal Investigators) (PD(s)/PI(s)):


 


Public
reporting burden for this collection of information is estimated to average 15 minutes per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection
of information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless
it displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of (his collection
of information, including suggestions for reducing this burden, to: NIH, Project Clearance Branch, 6705 Rockledge Drive, MSC 7974, Bethesda,
MD 20892-7974, ATTN: PRA (0925-0001). Do not return the completed form to this address.


 


All
small businesses that are selected for award of an SBIR funding agreement must complete this certification at the time of award and any
other time set forth in the Notice of Award or Contract Award that is prior to performance of work under this award. This includes checking
all of the boxes and having an authorized officer of the awardee sign and date the certification each time it is requested.


 


Please
read carefully the following certification statements. The Federal government relies on this information to determine whether the business
is eligible for a Small Business Innovation Research (SBIR) Program award. A similar certification will be used to ensure continued compliance
with specific program requirements during the life of the funding agreement. The definitions for the terms used in this certification
are set forth in the Small Business Act, SBA regulations (13 C.F.R. Part 121), the SBIR Policy Directive and also any statutory and regulatory
provisions references in those authorities.


 


If
the Grants Management or Contracting Officer believes that the business may not meet certain eligibility requirements at the time of
award, they are required to file a size protest with the U.S. Small Business Administration (SBA), who will determine eligibility. At
that time, SBA will request further clarification and supporting documentation in order to assist in the verification of any of the information
provided as part of a protest. If the Grants Management or Contracting Officer believes, after award, that the business is not meeting
certain Notice of Award requirements, the agency may request further clarification and supporting documentation in order to assist in
the verification of any of the information provided.


 


Even
if correct information has been included in other materials submitted to the Federal government, any action taken with respect to this
certification does not affect the Government’s right to pursue criminal, civil, or administrative remedies for incorrect or incomplete
information given in the certification. Each person signing this certification may be prosecuted if they have provided false information.


 


The
undersigned has reviewed, verified and certifies that (all boxes must be checked):


 


	 	1.	The business concern meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.
	 	 	 	 
	 	 	 	☒
    Yes ☐ No
	 	 	 	 
	 	2.	If a corporation, all corporate documents (articles of incorporation and any amendments, articles of conversion, by-laws and amendments, shareholder meeting minutes showing director elections, shareholder meeting minutes showing officer elections, organizational meeting minutes, all issued stock certificates, stock ledger, buy-sell agreements, stock transfer agreements, voting agreements, and documents relating to stock options, including the right to convert non-voting stock or debentures into voting stock) evidence that it meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.
	 	 	 	 
	 	 	 	☒ Yes
    ☐ No ☐ N/A Explain why N/A: (LLC)
	 	 	 	 
	 	3.	If a partnership, the partnership agreement evidences that it meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.
	 	 	 	 
	 	 	 	☒ Yes
    ☐ No ☐ N/A Explain why N/A:
	 	 	 	 
	 	4.	If a limited liability company, the articles of organization and any amendments, and operating agreements and amendments, evidence that it meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.
	 	 	 	 
	 	 	 	☒
    Yes ☐ No ☐ N/A Explain why N/A:


 




    	OMB No. 0925-0001 (Rev. 06/15 Approved Through 10/31/2018)	 	Page 3 	 	SBIR Founding Agreement Certification
	 	 	 	 	Attachment 5



    	 



    

 


	 	5.	The birth certificates, naturalization papers, or passports show that any individuals it relies upon to meet the eligibility requirements are U.S. citizens or permanent resident aliens in the United States.
	 	 	 	 
	 	 	 	☒ Yes
    ☐ No ☐ N/A Explain why N/A:
	 	 	 	 
	 	6.	It h is no more than 500 employees, including the employees of its affiliates.
	 	 	 	 
	 	 	 	☒ Yes
    ☐ No
	 	 	 	 
	 	7.	SBA has not issued a size determination currently in effect finding that this business concern exceeds the 500 employee size standard.
	 	 	 	 
	 	 	 	☒ Yes
    ☐ No
	 	 	 	 
	 	8.	During the performance of the award, the principal investigator will spend more than half of his/her time as an employee of the awardee or has requested and received a written deviation from this requirement from the Grants Management or Contracting Officer.
	 	 	 	 
	 	 	 	☒ Yes
    ☐ No Deviation approved in writing by Grants Management or Contracting Officer:                      %
	 	 	 	 
	 	9.	All, essentially equivalent work, or a portion of the work proposed under this project (check the applicable line):
	 	 	 	 
	 	 	 	☒ Has
    not been submitted for funding by another Federal agency
	 	 	 	 
	 	 	 	☐ Has
    been submitted for funding by another Federal agency but has not been funded under any other Federal grant, contract, subcontract,
    or other transaction.
	 	 	 	 
	 	 	 	☐ A
    portion has been funded by another grant, contract, or subcontract as described in detail in the proposal land approved in writing
    by the Grants Management or Contracting Officer.
	 	 	 	 
	 	10.	During the performance of award, it will perform the applicable percentage of work unless a deviation from this requirement is approved in writing by the Grants Management or Contracting Officer (check the applicable line and fill in if needed):
	 	 	 	 
	 	 	 	☒ SBIR
    Phase I: at least two-thirds (66 2/3%) of the research
	 	 	 	☒ SBIR
    Phase II: at least half (50%) of the research
	 	 	 	☐ Deviation
    approved in writing by die Grants Management or Contracting Officer:            %
	 	 	 	 
	 	11.	During performance of award, the research/research and development will he performed in the United States unless a deviation is approved in writing by the Grants Management or Contracting Officer.
	 	 	 	 
	 	 	 	☒ Yes ☐ No
	 	 	 	 
	 	12.	Durjng
the performance of award, the research/research and development will be performed at my facilities with my employees, except as otherwise
indicated in the SBIR application and approved in the Notice of Award or Contract Award.



	 	 	 
	 	 	 	☒ Yes
    ☐ No
	 	 	 	 
	 	13.	It has registered.itself on.SBA’s database as majority-ownedby venture capital operating companies, hedge funds or private equity firms.
	 	 	 	 
	 	 	 	☐ Yes
    ☒ No ☐ N/A Explain why N/A:
	 	 	 	 
	 	14.	It is a Covered Small Business Concern (a small business concern that: (a) was not majority-owned by multiple venthre capital operating companies (VCOCs), hedge funds, or private equity firms on the data on which it submitted an application in response to an SBIR solicitation; and (b) on the date of the SBIR award, which is made more than 9 months after the closing date of the solicitation, is majority-owned by multiple venture capital operating companies, hedge funds, or private equity firms).
	 	 	 	 
	 	 	 	☒ Yes
    ☐ No


 





	 	15.	It will notify the Federal agency immediately if all or a portion of the work proposed is subsequently funded by another Federal agency.
	 	 	 	 
	 	 	 	☒
    Yes ☐ No


 




    	OMB No. 0925-0001 (Rev. 06/15 Approved Through 10/31/2018)	 	Page 4 	 	SBIR Founding Agreement Certification
	 	 	 	 	Attachment 5



    	 



    

 


I
understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and other
purposes.


 


I
am an officer of the business concern authorized to represent it and sign this certification on its behalf. By signing this certification,
I am representing on my own behalf, and on behalf of the business concern that die information provided in this certification, the application,
and all other information submitted in connection with this application, is true and correct as of the date of submission. I acknowledge
that any intentional or negligent misrepresentation of the information contained in this certification may result in criminal, civil
or administrative sanctions, including but not limited to: (1) fines, restitution and/or imprisonment under 18 U.S.C. § 1001; (2)
treble damages and civil penalties under the False Claims Act|(31 U.S.C. § 3729 et seq); (3) double damages and civil penalties
under the Program Fraud Civil Remedies Act (31 U.S.C. §3801 et seq); (4) civil recovery of award funds; (5) suspension and/or debarment
from all Federal procurement and nonprocurement transactions (FAR Subpart 9.4 or 2 C.F.R. part 180; and (6) other administrative penalties
including termination of SBIR/STTR awards.


 


	Date	9/19/16
	Signature	/s/
    Peter Dale Dritschilo
	Printed
    Name (First, Middle, Last)	Peter
    Dale Dritschilo
	Title	President/CFO
	Organization
    Name	Shuttle
    Pharmaceuticals, LLC


 




    	OMB No. 0925-0001 (Rev. 06/15 Approved Through 10/31/2018)	 	Page 5 	 	SBIR Founding Agreement Certification
	 	 	 	 	Attachment 5



    	 



    

 


HHS
Small Business Innovation Research Program 

Life Cycle Certification


 


Public
reporting burden for this collection of information is estimated to average 15 minutes per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection
of information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless
it displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of this collection
of information, including suggestions for reducing this burden, to: NIH, Project Clearance Branch, 6705 Rockledge Drive, MSC 7974, Bethesda,
MD 20892-7974, ATTN: PRA (0925-0001). Do not return the completed form to this address.


 


All
SBIR Phase I and Phase II awardees must complete this certification at all times set forth in the funding agreement (see §8(h) of
the SBIR Policy Directive). This includes checking all of the boxes and having an authorized officer of the awardee sign and date the
certification each time it is required. Awardees are not required to submit this certification directly to NIH but must instead complete
the certification and maintain it on file in accordance with the records and retention policy in Section 8.4.2 of the NIH Grants Policy
Statement or as listed in the SBIR contract solicitation or contract award.


 


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 or via contract.
	 	 	 
	 	●	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 or via contract.


 


In
addition, SBIR awardees indicate compliance with these certification requirements by drawing or requesting funds from the Payment Management
System. If the grantee cannot complete this certification or cannot ensure compliance with the certification process, it should notify
the funding agreement officer immediately. If resolution cannot be reached, the funding agreement officer will void or terminate the
award, as appropriate.


 


Grant
or Contract Number:


 


Program
Director(s)/Principal Investigator(s) (PD(s)/PI(s)):


 


Please
read carefully the following certification statements. The Federal government relies on the information to ensure compliance with specific
program requirements during the life of the funding agreement. The definitions for the terms used in this certification are set forth
in the Small Business Act, the SBIR Policy Directive, and also any statutory and regulatory provisions referenced in those authorities.


 


If
the funding agreement officer believes that the business is not meeting certain funding agreement requirements, the agency may request
further clarification and supporting documentation in order to assist in the verification of any of the information provided.


 


Even
if correct information has been included in other materials submitted to the Federal government, any action taken with respect to this
certification does not affect the Government’s right to pursue criminal, civil or administrative remedies for incorrect or incomplete
information given in the certification. Each person signing this certification may be prosecuted if they have provided false information.


 




    	OMB No. 0925-0002 (Rev. 06/15 Approved Through 10/31/2018)	 	Page 1	 	SBIR Life Cycle Certification
	 	 	 	 	Attachment 6



    	 



    

 


The
undersigned has reviewed, verified and certifies that (all boxes must be checked):


 


	 	1.	 	The
    principal investigator spent more than one half of his/her time as an employee of the awardee or has requested and received a written
    deviation from this requirement from the funding agreement officer.
	 	 	 	 
	 	 	 	☐
    Yes ☐ No Deviation approved in writing by funding agreement officer:           %
	 	 	 	 
	 	2.	 	All,
    essentially equivalent work, or a portion of the work performed under this project (check the applicable line):
	 	 	 	 
	 	 	 	☐
    Has not been submitted for funding by another Federal agency.
	 	 	 	 
	 	 	 	☐
    Has been submitted for funding by another Federal agency but has not been funded under any other Federal grant, contract, subcontract,
    or other transaction.
	 	 	 	 
	 	 	 	☐
    A portion has been funded by another grant, contract, or subcontract as described in detail in the proposal and approved in writing
    by the funding agreement officer.
	 	 	 	 
	 	3.	 	Upon
    completion of the award it will have performed the applicable percentage of work, unless a deviation from this requirement is approved
    in writing by the funding agreement officer (check the applicable line and fill in if needed):
	 	 	 	 
	 	 	 	☐
    SBIR Phase I: at least two-thirds (66 2/3%) of the research
	 	 	 	 
	 	 	 	☐
    SBIR Phase II: at least half (50%) of the research
	 	 	 	 
	 	 	 	☐
    Deviation approved in writing by the funding agreement officer:            %
	 	 	 	 
	 	4.	 	The
    work is completed and it has performed the applicable percentage of work, unless a deviation from this requirement is approved in
    writing by the funding agreement officer (check the applicable line and fill in if needed).
	 	 	 	 
	 	 	 	☐
    SBIR Phase I: at least two-thirds (66 2/3%) of the research
	 	 	 	 
	 	 	 	☐ SBIR
    Phase II: at least half (50%) of the research
	 	 	 	 
	 	 	 	☐
    Deviation approved in writing by the funding agreement officer:           %
	 	 	 	 
	 	 	 	☐
    N/A because work is not completed
	 	 	 	 
	 	5.	 	The
    research/research and development is performed in the United States unless a deviation is approved in writing by the funding agreement
    officer.
	 	 	 	 
	 	 	 	☐ Yes
    ☐ No ☐ Waiver has been granted
	 	 	 	 
	 	6.	 	The
    research/research and development is performed at my facilities with my employees, except as otherwise indicated in the SBIR application
    and approved in the Notice of Award or Contract Award.
	 	 	 	 
	 	 	 	☐ Yes
    ☐ No


 


☐ I
will notify the Federal agency immediately if all or a portion of the work proposed is subsequently funded by another Federal
agency.


 


☐ I
understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and
other purposes.


 


☐ I
am an officer of the business concern authorized to represent it and sign this certification on its behalf. By signing this
certification, I am representing on my own behalf, and on behalf of the business concern that the information provided in this
certification, the application, and all other information submitted in connection with the award, is true and correct as of the date
of submission. I acknowledge that any intentional or negligent misrepresentation of the information contained in this certification
may result in criminal, civil or administrative sanctions, including but not limited to: (1) fines, restitution and/or imprisonment
under 18 U.S.C. § 1001; (2) treble damages and civil penalties under the False Claims Act (31 U.S.C. § 3729 et seq.); (3)
double damages and civil penalties under the Program Fraud Civil Remedies Act (31 U.S.C. §3801 et seq.); (4) civil recovery of
award funds; (5) suspension and/or debarment from all Federal procurement and nonprocurement transactions (FAR Subpart 9.4 or 2
C.F.R. part 180); and (6) other administrative penalties including termination of SBIR/STTR awards.


 


	Date	 
	Signature	 
	Printed
    Name (First, Middle, Last)	 
	Title	 
	Organization
    Name	 


 




    	OMB No. 0925-0002 (Rev. 06/15 Approved Through 10/31/2018)	 	Page 2	 	SBIR Life Cycle Certification
	 	 	 	 	Attachment 6