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Exhibit 10.2    
    


—Original
Message—

From: OD OER NGA Mailer (NIH/OD)

Sent: Wednesday, June 01, 2005 12:03 AM

To: NIAID GMB NGAs

Subject: NGA: 2 R44 AI058395-02A1 PI: ROMERO, ALEX 


*****************************NOTICE
OF GRANT AWARD

****************************

SMALL BUSINESS INNOVATION RESEARCH PROG    Issue Date:06/01/2005

Department of Health and Human Services

National Institutes of Health 


NATIONAL
INSTITUTE OF ALLERGY AND INFECTIOUS DISEASES

****************************************************************************

**** 


Grant
Number: 2 R44 AI058395-02A1

Principal Investigator: ROMERO, ALEX PHD

Project Title:    Macrolide Discovery Through Glycosylation 


CHE,
TESSIE

VP OF CORPORATE AFFAIRS

OPTIMER PHARMACEUTICALS, INC

10110 SORRENTO VALLEY ROAD

SUITE D

SAN DIEGO, CA 92121

UNITED STATES 


Budget
Period: 06/15/2005 - 05/31/2006

Project Period: 04/01/2004 - 05/31/2007 


Dear
Business Official: 


The
National Institutes of Health hereby awards a grant in the amount of $612,862 (see "Award Calculation" in Section I) to OPTIMER PHARMACEUTICALS, INC. in support of the
above referenced project. This award is pursuant to the authority of 42 USC 241 42 CFR PART 52 15 USC 638 and is subject to terms and conditions referenced below. 


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. 


Award
recipients are responsible for reporting inventions derived or reduced to practice in the performance of work under this grant. Rights to inventions vest with the grantee organization provided
certain requirements are met and there is acknowledgement of NIH support. In addition, recipients must ensure that patent and license activities are consistent with their responsibility to make unique
research resources developed under this award available to the scientific community, in accordance with NIH policy. For additional information, please visit http://www.iedison.gov. 


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


Sincerely
yours, 


Pamela
G. Fleming

Grants Management Officer

NATIONAL INSTITUTE OF ALLERGY AND INFECTIOUS DISEASES 



See
additional information below 










SECTION
I—AWARD DATA—2 R44 AI058395-02A1 



	AWARD CALCULATION (U.S. Dollars):	 	 	 
	Salaries and Wages	 	$	304,899
	Fringe Benefits	 	$	42,554
	Personnel Costs	 	$	347,453
	Consultant Services	 	$	15,000
	Equipment	 	$	98,695
	Supplies	 	$	136,714
	Travel Costs	 	$	15,000
	Federal Direct Costs	 	$	612,862
	APPROVED BUDGET	 	$	612,862
	TOTAL FEDERAL AWARD AMOUNT	 	$	612,862





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


03            $578,386



FISCAL
INFORMATION: 


        CFDA        93.856



        Number:



EIN:
1330830300A1

Document Number: RAI058395B 


IC/
CAN / FY2005    / FY2006

AI/8425730/    612,862/    578,386 


NIH
ADMINISTRATIVE DATA:

PCC: M38 / OC: 41.4B /Processed: PFLEMING 050526 1046 


SECTION
II—PAYMENT/HOTLINE INFORMATION—2 R44 AI058395-02A1 


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—2 R44 AI058395-02A1 


This
award is based on the application submitted to, and as approved by, the 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 Grant Award.



	b.
	The
restrictions on the expenditure of federal funds in appropriations acts, to the extent those restrictions are pertinent to the award.



	c.
	45 CFR
Part 74 or 45 CFR Part 92 as applicable.



	d.
	The
NIH Grants Policy Statement, including addenda in effect as of the beginning date of the budget period.



	e.
	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.) 



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). 


Treatment
of Program Income:

Additional Costs 


SECTION
IV—NIAID SPECIFIC TERMS OF AWARD— 


INTELLECTUAL
PROPERTY RIGHTS: Normally, the awardee organization retains the principal worldwide patent rights to any invention developed with United States Government support. Under Title
37 Code of Federal Regulations Part 401, the Government receives a royalty-free license for its use, reserves the right to require the patent holder to license others in
certain
circumstances, and requires that anyone exclusively licensed to sell the invention in the United States must normally manufacture it substantially in the United States. 


Rights
and obligations related to inventions created or reduced to practice as a result of this award are detailed in 35 U.S.C. 205 and 37 CFR Part 401. These inventions must be
reported to the Extramural Invention Reporting and Technology Resources Branch, OPERA, NIH, 6701 Rockledge Drive, MSC 7750, Bethesda, MD 20892-7750, (301) 435-1986. For
additional information, access the NIH link on the Interagency Edison web site (www.iedison.gov) which includes an electronic invention reporting system, reference information and the text to
37 CFR 401. 


To
the extent authorized by 35 U.S.C., Section 205, the Government will not make public any information disclosing an NIH-supported invention for a 4-year period
to allow the awardee organization a reasonable time to file a patent application, nor will the Government release any information that is part of that patent application. 


When
purchasing equipment or products under this SBIR award, the grantee shall use only American-made items, whenever possible. 



Allowable
costs conducted by for-profit organizations will be determined by applying the cost principles of Contracts with Commercial Organizations set forth in 48 CFR,
Subpart 31.2. 


The
Code of Federal Regulations (Title 45 Part 74.26) stipulates that a commercial organization is subject to audit requirements for a non-federal audit if, during its fiscal
year, it expended $500,000 or more under HHS awards and at least one award is an HHS grant or subgrant. Therefore, the organization must have one grant or subgrant in order to be required to obtain a
non-federal audit, but other HHS awards are included in the threshold calculations and the scope of the audit. (See threshold calculation examples,
http://oamp.od.nih.gov/dfas/faqexamples.html.) 


N.
Kent Peters, Program Official

Phone: 301-402-8643        Email: petersn@niaid.nih.gov        Fax: 301-402-2508 


Mary
K. Ledford, Grants Specialist

Phone: 301-402-6446        Email: mledford@niaid.nih.gov        Fax: 301-480-3780 


SPREADSHEET




GRANT
NUMBER: 2 R44 AI058395-02A1 










P.I.:
ROMERO, ALEX

INSTITUTION: OPTIMER PHARMACEUTICALS, INC. 



	 
	 	YEAR 02
	 	YEAR 03
	 	 

	Salaries and Wages	 	304,899	 	314,046	 	 
	Fringe Benefits	 	42,554	 	43,831	 	 
	Personnel Costs	 	347,453	 	357,877	 	 
	Consultant Services	 	15,000	 	15,000	 	 
	Equipment	 	98,695	 	53,795	 	 
	Supplies	 	136,714	 	136,714	 	 
	Travel Costs	 	15,000	 	15,000	 	 
	TOTAL FEDERAL DC	 	612,862	 	578,386	 	 
	TOTAL FEDERAL F&A	 	0	 	0	 	 
	TOTAL COST	 	612,862	 	578,386	 	 













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Exhibit 10.2