Exhibit 10.22


 


	 	Notice of Award	 
	SMALL BUSINESS INNOVATION RESEARCH
    PROG          Issue Date:     08/19/2013
	Department of Health and Human Services 

National Institutes of Health
	NATIONAL INSTITUTE ON ALCOHOL ABUSE AND ALCOHOLISM


 


Grant Number: 5R44AA020163-03


 


Principal Investigator(s):


PRAKASH NARAYAN, PHD


 


Project Title: A Novel Therapeutic for Liver
Fibrosis


 


Dr. Goldberg, Itzhak D, MD


Angion Biomedica Corp


1050 Stewart Ave


Garden City, NY 115304888


 


Award e-mailed to: igoldberg@angion.com


 


Budget Period: 09/01/2013 – 08/31/2014


Project Period: 12/01/2010 – 08/31/2014


 


Dear Business Official:


 


The National Institutes of Health hereby awards a
grant in the amount of $1,038,130 (see “Award Calculation” in Section I and “Terms and Conditions” in Section
III) to ANGION BIOMEDICA CORPORATION in support of the above referenced project. This award is pursuant to the authority of 42
USC 241 15 USC 638 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 Alcohol Abuse And Alcoholism of the National Institutes
of Health under Award Number R44AA020163. 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
42 CFR Part 50 Subpart F. Subsequent to the compliance date of the 2011 revised FCOI regulation (i.e., on or before August 24,
2012), Awardees must be in compliance with all aspects of the 2011 revised regulation; until then, Awardees must comply with the
1995 regulation. 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,


 


Judy Fox


Grants Management Officer


NATIONAL INSTITUTE ON ALCOHOL ABUSE AND ALCOHOLISM



 


	1	Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.


 




    	 



    	 



    


  


Additional information follows


 


	 	2	Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.


 




    	 



    	 



    

  


	 	SECTION I – AWARD DATA – 5R44AA020163-03


 


	Award
    Calculation (U.S. Dollars)	 	 	 
	 	 	 	 
	Federal Direct Costs	 	$	[***]	 
	Federal F&A Costs	 	$	[***]	 
	Approved Budget	 	$	[***]	 
	Fee	 	$	[***]	 
	Federal Share	 	$	[***]	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	1,038,130	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	1,038,130	 



 


	SUMMARY
    TOTALS FOR ALL YEARS
	YR	 	THIS
    AWARD	 	 	CUMULATIVE
    TOTALS	 
	3	 	$	1,038,130	 	 	$	1,038,130	 



 


	Fiscal Information:	 
	CFDA Number:	93.273
	EIN:	1113430072A1
	Document Number:	RAA020163B
	Fiscal Year:	2013


 


	IC	 	CAN	 	2013	 
	AA	 	8470488	 	$	1,038,130	 




 


NIH Administrative Data:


PCC: AM O / OC: 414E / Released: SIMONSJ
08/16/2013


Award Processed: 08/19/2013 12:05:10 AM


 


	 	SECTION II – PAYMENT/HOTLINE INFORMATION – 5R44AA020163-03


 


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 – 5R44AA020163-03


 


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 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).


 


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 Central Contractor Registration. 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.


 


	 	3	Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.


 





    	 



    	 



    

  





 


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 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/#gps
.


 


A final Federal Financial Report (FFR) (SF
425) must be submitted through the eRA Commons (Commons) within 90 days of the expiration date; see the NIH Grants Policy
Statement Section 8.6.1 Financial Reports, http://grants.nih.gov/grants/policy/#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) cash transaction data.


 


A Final Invention Statement and Certification form
(HHS 568), (not applicable to training, construction, conference or cancer education grants) must be submitted within 90 days of
the expiration date. The HHS 568 form may be downloaded at: http://grants.nih.gov/grants/forms.htm.


 


Unless an application for competitive renewal is
submitted, a final progress report must also be submitted within 90 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 the NIH Central Closeout Center at: DeasCentralized@od.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 at 301-480-2304, or mailed
to:


 


NIH Division of Central Grants Processing, OER


6705
Rockledge Drive


Suite 5016, Room 5109


MSC 7986


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


Bethesda, MD 20817 (for other courier/express mail delivery 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
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.


 


	 	4	Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.


 




    	 



    	 



    

  


Treatment of Program Income:


Additional Costs


 


	 	SECTION IV – AA Special Terms and Conditions – 5R44AA020163-03


 


This award is issued in accordance
with the NIH fiscal year 2013 policy for grants described in NIH Guide Notice NOT-OD-13-064 (http://grants.nih.gov/grants/guide/notice-files/NOT-OD-13-
064.html).


 


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
401.14(h).


 


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


 


The fee provided as part of this Notice of Award
is in addition to direct and facilities and administrative costs. The fee is to be drawn down from the HHS Payment Management System
in increments proportionate to the draw down of costs.


 


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.


 


In addition to the final progress report guidance
provided in Section III above, please include thefollowing in the final progress report:


 


The final report should be a presentation of the
accomplishments of the Phase II effort. There is no form page for a final progress report. It may be typed on plain white paper.
The recommended length for the narrative portion is 10 pages.


 


The format for the Phase II final progress report
is as follows:


  





1. State the beginning
and ending dates for the period covered by the SBIR/STTR Phase II grant.


 


2. List all senior/key
personnel who have worked on the project during that period (include titles, dates of service, and number of hours devoted to the
project).


 


3. Summarize the specific
aims of the Phase II grant.


 


4. Provide a succinct
account of published and unpublished results, indicating progress toward their achievement of the originally stated aims. If applicable,
include the Inclusion Enrollment Report with the final enrollment data for clinical research.


 


5. List titles and complete
references to publications, and manuscripts accepted for publication, if any, that resulted from the Phase II.


 


6. List patents, copyrights, trademarks,
invention reports and other printed materials, if any, that resulted from the Phase II or describe patent status, trade secrets
or other demonstration of IP protection.


 


	 	5	Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.


 





    	 



    	 



    

 


7. Describe
the technology developed from this SBIR/STTR, its intended use and who will use it.


 


8. Describe the current
status of the product (e.g., under development, commercialized, in use, discontinued).


 


9. If applicable, describe
the status of FDA approval for your product, process, or service (e.g., continuing pre-IND studies, filed an IND, in Phase I (or
II or III) clinical trials, applied for approval, review ongoing, approved, not approved, not ready to submit for FDA approval).


 


10. Describe how your
company has benefited from the program and/or the technology developed (e.g., firm’s growth, follow-on funding, increased technical
expertise, licensing agreements, spin-off companies, public offering [include stock exchange and symbol]).


 


11. List of the generic
and/or commercial name of product, process, or service, if any, that resulted from SBIR/STTR funding. If applicable, indicate the
number of products sold.


 


12. Provide
the current number of employees (total full time equivalents [FTEs]).


 


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: William F Caputo


Email: bcaputo@mail.nih.gov Phone:
301-443-2434 Fax: 301-443-3891


 


Program Official: Andras Orosz


Email: orosza@mail.nih.gov Phone: 301-443-2193
Fax: 301-594-0673


 


SPREADSHEET SUMMARY


GRANT NUMBER: 5R44AA020163-03


 


INSTITUTION: ANGION BIOMEDICA CORPORATION


 


	Facilities
    and Administrative Costs	 	Year
    3	 
	F&A Cost Rate 1	 	 	90	%
	F&A Cost Base 1	 	$	[***]	 
	F&A Costs 1	 	$	[***]	 



 


	 	6	Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.