Exhibit 10.25


 





Notice
of Award


 


		 RESEARCH

 Department of Health and Human Services National Institutes of Health




	Federal Award Date:   09/12/2017	



 


NATIONAL INSTITUTE ON AGING


 


 


Grant Number: 1R01AG057553-01










FAIN: R01AG057553


 


Principal Investigator(s):


SUSAN M CATALANO,
PHD


 


Project
Title: A Pilot Synaptic Vesicle Glycoprotein 2A (SV2A) PET Study to Evaluate the Effect of CT1812 Treatment on Synaptic Density in
Subjects with Mild to Moderate Alzheimer's Disease


 


Dr. Catalano, Susan, Ph.D


Chief Science Officer


2403 Sidney Street


Suite 261


Pittsburgh, PA 152035118


 


Award e-mailed
to: scatalano@cogrx.com


 


Period Of Performance:


Budget
Period: 09/15/2017 - 03/31/2018


Project
Period: 09/15/2017 - 03/31/2019


 


Dear Business Official:


 


The National
Institutes of Health hereby awards a grant in the amount of $2,371,589 (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 R01AG057553. The content is solely the responsibility of the authors and does not necessarily represent the official
views of the National Institutes of Health.” Prior to issuing a press release concerning the outcome of this research, please notify
the NIH awarding IC in advance to allow for coordination.


 


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


 


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


 


Sincerely yours,


 


Robin Laney


Grants Management
Officer


 


NATIONAL
INSTITUTE ON AGING


 


Additional information
follows


 






    Page-1


    


    




  





SECTION
I - AWARD DATA - 1R01AG057553-01


 


Award Calculation
(U.S. Dollars)


 


	Federal Direct Costs	 	$	2,261,064	 
	Federal F&A Costs	 	$	110,525	 
	Approved Budget	 	$	2,371,589	 
	Total Amount of Federal Funds Obligated (Federal Share)	 	$	2,371,589	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	2,371,589	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	2,371,589	 




 


SUMMARY TOTALS FOR ALL
YEARS 


	YR	 	THIS AWARD	 	 	CUMULATIVE TOTALS	 
	1	 	$	2,371,589	 	 	$	2,371,589	 
	2	 	$	1,759,152	 	 	$	1,759,152	 



 


Recommended future year
total cost support, subject to the availability of funds and satisfactory progress of the project


 


Fiscal Information:


	CFDA Name:	Aging Research
	CFDA Number:	93.866
	EIN:	1134365359A1
	Document Number:	RAG057553A
	PMS Account Type:	P (Subaccount)
	Fiscal Year:	 2017




 


	IC	 	 	CAN	 	 	2017	 	 	2018	 
	AG	 	 	 	8013663	 	 	$	2,371,589	 	 	$	1,759,152	 



 


Recommended future year total
cost support, subject to the availability of funds and satisfactory progress of the project


 


NIH Administrative
Data:


PCC:
3CCCTLR / OC: 414A / Released: LANEYR 09/11/2017 Award Processed: 09/12/2017 12:03:11 AM


 


SECTION II
- PAYMENT/HOTLINE INFORMATION - 1R01AG057553-01


 


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 - 1R01AG057553-01


 


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.



 


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


 






    Page-2


     


    

 


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).


 


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) R01AG057553. 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/.


 


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.


 






    Page-3


     


    







 


Treatment of Program Income:


Additional Costs


 





 


SECTION IV -
AG Special Terms and Conditions - 1R01AG057553-01


 


RESTRICTION: The present award
is being made without a currently valid certification of IRB approval for this project with the following restriction: Only activities
that are clearly severable and independent from activities that involve human subjects may be conducted pending the National Institute
on Aging's acceptance of the certification of IRB approval.


 


No funds may be drawn down from the
payment system and no obligations may be made against Federal funds for any research involving human subjects prior to the National Institute
on Aging's notification to the grantee that the identified issues have been resolved and this restriction removed.


 


Failure to respond within the 60-day
period and/or to otherwise comply with the above requirements may result in suspension and/or termination of this award, audit/or disallowances,
and/or other appropriate action.


 


See
the NIH Grants Policy Statement, Chapter 4.1.15 Human Subjects Protections (http://grants.nih.gov/grants/policy/nihgps/HTML5/section
4/4 public policy requirements objectives and other appropriation mandates.htm), for specific requirements related to the protection
of human subjects, which are applicable to and a term and condition of this award.


 


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


 


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


 


This
award includes funds awarded for consortium activity with Yale University in the amount of $1,180,815 ($704,964 direct costs + $475,851
facilities and administrative costs). Consortiums are to be established and administered as described in the NIH Grants Policy Statement
(NIH GPS). The referenced section of the NIH Grants Policy Statement, 2015 is available at: http://grants.nih.gov/grants/policy/nihgps/HTML5/section
15/15 consortium agreements.htm


 


This award includes funds for twelve
months of support. The competing budget period is awarded for less than 12 months. Continuation awards will cycle each year on 4/1. The
Research Performance Progress Reports (RPPR) are due 45 days prior to this date.


 


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


 


ClinicalTrials.gov is a federal
registry and results database of publicly and privately supported clinical studies of human participants conducted around the world.
In September 2016, NIH issued a final policy to promote broad and responsible dissemination of information from NIH-funded clinical
trials through ClinicalTrials.gov. Under this policy, every clinical trial funded in whole or in part by NIH is expected to be registered
on ClinicalTrials.gov and have summary results information submitted and posted in a timely manner, whether subject to FDAAA 801 or not.


 


Public
Policy Requirements and Objectives: https://grants.nih.gov/grants/policy/nihgps/HTML5/section 4/4.1 public policy requirements and
objectives.htm?Highlight=clinical


 






    Page-4


     


    

 


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:
Richard Proper


Email: properr@mail.nih.gov
Phone: 301-402-7735 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: 1R01AG057553-01


 


INSTITUTION: COGNITION THERAPEUTICS,
INC.


 


	Facilities and Administrative Costs	 	Year 1	 	 	Year 2	 
	F&A Cost Rate 1	 	 	10	%	 	 	10	%
	F&A Cost Base 1	 	$	1,105,249	 	 	$	515,250	 
	F&A Costs 1	 	$	110,525	 	 	$	51,525	 








 



    Page-5