Exhibit 10.21


 


 


Notice of Award


 


	 	
     Multi-Year Funded Research Project Grant

    Department of Health and Human Services 

National Institutes of Health

     

    NATIONAL INSTITUTE ON AGING
	Federal Award Date:    08/14/2016	 


 


Grant Number: 1RF1AG054176-01

FAIN: RF1AG054176


 


Principal Investigator(s):

SUSAN M CATALANO, PHD


 


Project Title: Phase 1b first-in-patient safety trial for CT1812,
a novel Alzheimer’s synaptic protection therapeutic


 


Catalano, Susan

Chief Science Officer 

2403 Sidney Street

Suite 261

Pittsburgh, PA 152035118


 


Award e-mailed to: scatalano@cogrx.com


 


Period Of Performance:

Budget Period: 08/15/2016 - 07/31/2018

Project Period: 08/15/2016 - 07/31/2018


 


Dear Business Official:


 


The National Institutes of Health hereby awards a grant in the amount
of $2,410,669 (see “Award Calculation” in Section I and “Terms and Conditions” in Section III) to COGNITION THERAPEUTICS,
INC. in support of the above referenced project. This award is pursuant to the authority of 42 USC 241 42 CFR 52 and is subject to the
requirements of this statute and regulation and of other referenced, incorporated or attached terms and conditions.


 


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


 


Each publication, press release, or other document about research
supported by an NIH award must include an acknowledgment of NIH award support and a disclaimer such as “Research reported in this
publication was supported by the National Institute On Aging of the National Institutes of Health under Award Number RF1AG054176. The
content is solely the responsibility of the authors and does not necessarily represent the official views of the National Institutes
of Health.” Prior to issuing a press release concerning the outcome of this research, please notify the NIH awarding IC in advance
to allow for coordination.


 


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


 









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


 


Sincerely yours,


 


TRACI LAFFERTY

Grants Management Officer

NATIONAL INSTITUTE ON AGING


 


Additional information follows


 






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SECTION I - AWARD DATA - 1RF1AG054176-01


 


	Award Calculation (U.S.  Dollars)	 	 	 
	Salaries and Wages	 	$	200,532	 
	Personnel Costs (Subtotal)	 	$	200,532	 
	Other	 	$	1,728,003	 
	 	 	 	 	 
	Federal Direct Costs	 	$	1,928,535	 
	Federal F&A Costs	 	$	482,134	 
	Approved Budget	 	$	2,410,669	 
	Total Amount of Federal Funds Obligated (Federal Share)	 	$	2,410,669	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	2,410,669	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	2,410,669	 



 


	SUMMARY TOTALS FOR ALL YEARS	 
	YR	 	 	THIS AWARD	 	 	CUMULATIVE TOTALS	 
	1	 	 	$	2,410,669	 	 	$	2,410,669	 



 


Fiscal Information:


	CFDA Name:	Aging Research
	CFDA Number:	93.866
	EIN:	1134365359A1
	Document Number:	RAG054176A
	PMS Account Type:	P (Subaccount)
	Fiscal Year:	2016




 


	IC	 	CAN	 	 	2016	 
	AG	 	 	8013663	 	 	$	2,410,669	 



 


NIH Administrative Data:

PCC: 3CCCTLR / OC: 414A / Released: LAFFERTYT 08/11/2016

Award Processed: 08/14/2016 08:10:03 AM


 


SECTION II - PAYMENT/HOTLINE INFORMATION
- 1RF1AG054176-01


 


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


 


SECTION III - TERMS AND CONDITIONS
- 1RF1AG054176-01


 


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


 


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



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



		c.	45 CFR Part 75.



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



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



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



 






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


 


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


 


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


 


This grant is excluded from Streamlined Noncompeting Award Procedures
(SNAP). MULTI-YEAR FUNDED AWARD: This is a multi-year funded award. A progress report is due annually on or before the anniversary
of the budget/project period start date of the award, in accord with the instructions posted at: http://grants.nih.gov/grants/policy/myf.htm.


 


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


 


This award has been assigned the Federal Award Identification Number
(FAIN) RF1AG054176. Recipients must document the assigned FAIN on each consortium/subaward issued under this award.


 


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


 


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


 


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


 


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


 


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


 






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A Final Invention Statement and Certification form (HHS 568), (not
applicable to training, construction, conference or cancer education grants) must be submitted within 120 days of the expiration date.
The HHS 568 form may be downloaded at: http://grants.nih.gov/grants/forms.htm. This paragraph does not apply to Training grants,
Fellowships, and certain other programs—i.e., activity codes C06, R13, R25, S10.


 


Unless an application for competitive renewal is submitted, a final
progress report must also be submitted within 120 days of the expiration date. Instructions for preparing a Final Progress Report are
at: http://grants.nih.gov/grants/funding/finalprogressreport.pdf. Any other specific requirements set forth in the terms and conditions
of the award must also be addressed in the final progress report. Institute/Centers may accept the progress report contained in competitive
renewal (type 2) in lieu of a separate final progress report. Contact the awarding IC for IC- specific policy regarding acceptance of
a progress report contained in a competitive renewal application in lieu of a separate final progress report.


 


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


 


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


 


Hard copy: Paper submissions of the final progress report and the
final invention statement may be faxed to the NIH Division of Central Grants Processing, Grants Closeout Center, at 301-4802304, or
mailed to:


 


National Institutes of Health

Office of Extramural Research

Division of Central Grants Processing

Grants Closeout Center

6705 Rockledge Drive

Suite 5016, MSC 7986

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

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


 


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


 


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


 






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Treatment of Program Income:

Additional Costs


 


SECTION IV - AG Special Terms and
Conditions - 1RF1AG054176-01


 


Restriction: This award restricts all funds requested for F&A
that are in excess of 10% of salaries and wages, $462,081 is restricted pending the negotiation of an F&A rate(s). These restricted
funds may not be used for any purpose without the prior approval of the grants management official. If the rate(s) negotiated is(are)
lower than originally estimated/funded, this award amount may be revised downward.


 


Restriction: Recruitment of participants cannot be initiated
until the NIA program staff, the IRB and the DSMB have approved the protocol and data and safety monitoring plan.


 


Funding for this award has been provided by Alzheimer’s Disease
Initiative funds.


 


The progress report for this multi-year funded (MYF) award is due
annually on or before the anniversary of the budget/project period start date of the award and must be submitted via the eRA Commons.
Additional information on submission requirements and directions can be found at http://grants.nih.gov/grants/policy/myf.htm.


 


None of the funds in this award shall be used to pay the salary of
an individual at a rate in excess of the current salary cap. Therefore, this award and/or future years are adjusted accordingly, if applicable.
Current salary cap levels can be found at the following URL: http://grants.nih.gov/grants/policy/salcap summary.htm.


 


STAFF CONTACTS


 


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


 


Grants Management Specialist: Robin Laney

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


 


Program Official: Laurie M. Ryan

Email: ryanl@nia.nih.gov Phone: 301.496.9350 Fax: 301-496-1494


 


SPREADSHEET SUMMARY

GRANT NUMBER: 1RF1AG054176-01


 


INSTITUTION: COGNITION THERAPEUTICS, INC.


 


	Budget	 	Year 1	 
	Salaries and Wages	 	$	200,532	 
	Personnel Costs (Subtotal)	 	$	200,532	 
	Other	 	$	1,728,003	 
	TOTAL FEDERAL DC	 	$	1,928,535	 
	TOTAL FEDERAL F&A	 	$	482,134	 
	TOTAL COST	 	$	2,410,669	 



 


	Facilities and Administrative Costs	 	Year 1	 
	F&A Cost Rate 1	 	 	25	%
	F&A Cost Base 1	 	$	1,928,535	 
	F&A Costs 1	 	$	482,134	 



 






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