Exhibit 10.27


 








Notice of Award


 


	 	RESEARCH

    Department of Health and Human Services

    National Institutes of Health
	Federal
    Award Date:   09/08/2018	 



 


NATIONAL INSTITUTE ON AGING


 


Grant Number: 1R01AG058660-01


FAIN: R01AG058660


 


Principal Investigator(s):


SUSAN M CATALANO, PHD


 


Project Title: A Randomized,
Double-blind, Placebo-Controlled, Parallel-Group, Phase II Study to Evaluate the Safety and Efficacy of CT1812 in Subjects with Mild
to Moderate Alzheimer's Disease


 


Dr. Catalano, Susan, Ph.D


Chief Science Officer


2403 Sidney Street


Suite 261


Pittsburgh, PA 153025118


 


Award e-mailed to: scatalano@cogrx.com


 


Period Of Performance:


Budget Period: 09/15/2018 -
05/31/2019


Project Period: 09/15/2018 -
05/31/2021


 


Dear Business Official:


 


The National Institutes of Health hereby
awards a grant in the amount of $5,059,534 (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 R01AG058660. 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,


 


Robin Laney


Grants Management Officer


NATIONAL INSTITUTE
ON AGING


 


Additional information follows


 









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SECTION I - AWARD DATA - 1R01AG058660-01


 





	Award Calculation (U.S. Dollars)
    Salaries and Wages Personnel Costs	 	 	 	 
	(Subtotal) Consultant
    Services	 	$	171,250	 
	Other	 	$	171,250	 
	 	 	$	70,000	 
	 	 	$	3,650,699	 
	 	 	 	 	 
	Federal Direct Costs	 	$	3,891,949	 
	Federal F&A Costs	 	$	1,167,585	 
	Approved Budget	 	$	5,059,534	 
	Total Amount of Federal Funds Obligated (Federal Share)	 	$	5,059,534	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	5,059,534	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	5,059,534	 





 


	SUMMARY TOTALS FOR ALL YEARS
	 
	YR	 	 	 	THIS
                                            AWARD	 	 	 	CUMULATIVE
                                            TOTALS	 
	1	 	 	$	5,059,534	 	 	$	5,059,534	 
	2	 	 	$	5,735,586	 	 	$	5,735,586	 
	3	 	 	$	5,774,586	 	 	$	5,774,586	 



 


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:	 	 	RAG058660A	 
	PMS Account Type:	 	 	P
                                            (Subaccount)	 
	Fiscal Year:	 	 	2018	 




 


	IC	 	CAN	 	 	2018	 	 	2019	 	 	2020	 
	AG	 	 	8033159	 	 	$	5,059,534	 	 	$	5,735,586	 	 	$	5,774,586	 



 


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 09/07/2018

Award Processed: 09/08/2018 12:03:31 AM


 


SECTION II - PAYMENT/HOTLINE INFORMATION
- 1R01AG058660-01


 


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 - 1R01AG058660-01


 


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.)


 






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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 subject to 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) R01AG058660. 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.


 









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Treatment of Program Income:


 


Additional
Costs


 


SECTION IV - AG Special Terms and Conditions
- 1R01AG058660-01


 


Clinical Trial Indicator: Yes


This award supports one or more NIH-defined
Clinical Trials. See the NIH Grants Policy Statement Section 1.2 for NIH definition of Clinical Trial.


 


Restriction: Participant
recruitment cannot begin until the National Institute on Aging (NIA) program staff, the Data and Safety Monitoring Board (DSMB) and the
grantee's Institutional Review Board (IRB) has reviewed and approved the Data and Safety Monitoring Plan protocol and the NIA program
staff has documentation of the IRB's approval.


 


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


 


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 06/01.
The Research Performance Progress Reports (RPPR) are due 45 days prior to this date.


 


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:
Jennifer Edwards


Email: edwardsj@mail.nih.gov
Phone: 301-827-6689


 


Program Official: Laurie M.
Ryan


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


 






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SPREADSHEET
SUMMARY


GRANT NUMBER: 1R01AG058660-01


 


INSTITUTION: COGNITION THERAPEUTICS,
INC.


 


	Budget	 	Year 1	 	 	Year 2	 	 	Year 3	 
	Salaries and Wages	 	$	171,250	 	 	$	171,250	 	 	$	176,250	 
	Personnel Costs (Subtotal)	 	$	171,250	 	 	$	171,250	 	 	$	176,250	 
	Consultant Services	 	$	70,000	 	 	$	70,000	 	 	$	70,000	 
	Other	 	$	3,650,699	 	 	$	4,170,739	 	 	$	4,195,739	 
	TOTAL FEDERAL DC	 	$	3,891,949	 	 	$	4,411,989	 	 	$	4,441,989	 
	TOTAL FEDERAL F&A	 	$	1,167,585	 	 	$	1,323,597	 	 	$	1,332,597	 
	TOTAL COST	 	$	5,059,534	 	 	$	5,735,586	 	 	$	5,774,586	 



 


	Facilities and Administrative Costs	 	Year 1	 	 	Year 2	 	 	Year 3	 
	F&A Cost Rate 1	 	 	30	%	 	 	30	%	 	 	30	%
	F&A Cost Base 1	 	$	3,891,949	 	 	$	4,411,989	 	 	$	4,441,989	 
	F&A Costs 1	 	$	1,167,585	 	 	$	1,323,597	 	 	$	1,332,597	 



 






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