Exhibit 10.21


 


		
        Notice of Award

        SMALL BUSINESS INNOVATION RESEARCH PROG       Issue Date:    07/31/2012

        Department of Health and Human Services 

National Institutes
        of Health

        NATIONAL INSTITUTE OF NEUROLOGICAL DISORDERS AND STROKE
	


 


Grant Number: 2R44NS045373-04


 


Principal Investigator(s):


David E Smith, PHD


 


Project Title: Novel Neuroprotective/Restorative
Therapy for Ischemic Stroke


 


Smith, David Edward, PhD


Senior Research Scientist


1050 Stewart Ave


Garden City, NY 115304888


 


Award e-mailed to: igoldberg@angion.com


 


Budget Period: 08/01/2012 – 07/31/2013


Project Period: 11/01/2002 – 07/31/2013


 


Dear Business Official:


 


The National Institutes of Health hereby awards a
grant in the amount of $1,194,283 (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 42 CFR PART 52 15 USC 638 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 Of Neurological Disorders And Stroke of the National Institutes
of Health under Award Number R44NS045373. 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,


 


James Washington


Grants Management Officer


NATIONAL INSTITUTE OF NEUROLOGICAL DISORDERS AND
STROKE




 


	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 – 2R44NS045373-04


 


	Award
    Calculation (U.S. Dollars)	 	 	 	 
	Salaries and Wages	 	$	[***]	 
	Fringe Benefits	 	$	[***]	 
	Consultant Services	 	$	[***]	 
	Supplies	 	$	[***]	 
	Travel Costs	 	$	[***]	 
	Other Costs	 	$	[***]	 
	Consortium/Contractual Cost	 	$	[***]	 
	 	 	 	 	 
	Federal Direct Costs	 	$	[***]	 
	Federal F&A Costs	 	$	[***]	 
	Approved Budget	 	$	[***]	 
	Fee	 	$	[***]	 
	Federal Share	 	$	[***]	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	1,194,283	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	1,194,283	 



 


	SUMMARY
    TOTALS FOR ALL YEARS	 
	YR	 	THIS
    AWARD	 	 	CUMULATIVE
    TOTALS	 
	4	 	$	1,194,283	 	 	$	1,194,283	 



 


	Fiscal Information:	 
	CFDA Number: 	93.853
	EIN:	1113430072A1
	Document Number:	RNS045373C
	Fiscal Year:	2012


 


	IC	 	CAN	 	2012	 
	NS	 	8472434	 	$	1,194,283	 



 


NIH Administrative Data:


PCC: FERTISTD / OC: 414B / Processed:
WASHINGTOJ 07/27/2012


 


	 	SECTION II – PAYMENT/HOTLINE INFORMATION – 2R44NS045373-04




 


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 – 2R44NS045373-04


 


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.)


 


Carry over of an unobligated balance into the next
budget period requires Grants Management Officer prior approval.





 


	 	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.


 




    	 



    	 



    

 


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.


 


This award is not subject to the Transparency Act
subaward and executive compensation reporting requirement of 2 CFR Part 170.


 


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. Therefore, see the NIH Grants Policy Statement Section 8.6 Closeout for 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 through the eRA
Commons (Commons) within 90 days of the expiration date.


 


Furthermore, unless an application for competitive
renewal is submitted, a final progress report must also be submitted within 90 days of the expiration date. 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. If the final progress
report and final invention statement are not submitted through the Commons, a copy can be emailed or sent to the contacts listed
below. Copies of the HHS 568 form may be downloaded at: http://grants.nih.gov/grants/forms.htm.


 


Submissions of the final progress report and HHS
568 may be e-mailed as PDF attachments to the NIH Central Closeout Center at: DeasCentralized@od.nih.gov.


 


Paper submissions of the final progress report and
the HHS 568 may be faxed to the NIH Central Closeout Center at 301-480-2304 or mailed to the NIH Central Closeout Center at the
following address:


 


NIH/OD/OER/DEAS


Central Closeout Center


6705 Rockledge Drive, Room 2207


Bethesda, MD 20892-7987 (for regular or U.S. Postal
Service Express mail)


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


 


The final progress report should include, at a minimum,
a summary of progress toward the achievement of the originally stated aims, a list of significant results (positive and/or negative),
a list of publications and the grant number. If human
subjects were included in the research, the final progress report should also address the following:


 


	 	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.


 




    	 



    	 



    

 


Report on the inclusion of gender and minority study
subjects (using the gender and minority Inclusion Enrollment Form as provided in the PHS 2590 and available at http://grants.nih.gov/grants/forms.htm).


 


Where appropriate, indicate whether children were
involved in the study or how the study was relevant for conditions affecting children (see NIH Grants Policy Statement Section
4.1.15.7 Inclusion of Children as Subjects in Clinical Research at URL http://grants.nih.gov/grants/policy/#gps).


 


Describe any data, research materials (such as cell
lines, DNA probes, animal models), protocols, software, or other information resulting from the research that is available to be
shared with other investigators and how it may be accessed.


 


Any other specific requirements set forth in the
terms and conditions of the award must also be addressed in the final progress report.


 


Note, if this is the final year of a competitive
segment due to the transfer of the grant to another institution, then not all the requirements stated above are applicable. Specifically
a Final Progress Report is not required. However, a final FFR is required and should be submitted electronically as noted above.
In addition, if not already submitted, the Final Invention Statement is required and should be sent directly the assigned Grants
Management Specialist.


 


Treatment of Program Income:


Additional Costs


 


	 	SECTION IV – NS Special Terms and Conditions – 2R44NS045373-04


 


HHS regulations on the administration of grants (45
Code of Federal Regulations Part 74.26) stipulate that commercial (for-profit) organizations are subject to the audit requirement
contained in OMB Circular A-133. According to that Circular, entities that expend $500,000 or more in a year in Federal funds are
required to have an audit performed for that year.


 


Allowable activities conducted by for-profit organizations
will be determined by applying the cost principles for contracts with commercial organizations set forth in 48 CFR, FAR Subpart
31.2. However, independent research and development costs (including indirect costs allocable to them) are unallowable.


 


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 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-sponsored 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 FY 2012 appropriation allows NIH to support investments
in research by funding research grants per the NIH Guide Notice: NOT-OD-12-036- http://grants.nih.gov/grants/guide/notice-files/NOT-OD-12-036.html.


 


The funds in this award shall not be used to pay
the salary of an individual at a rate in excess of Executive Level II ($179,700 in Fiscal Year 2012) per year. See NIH Guide Notice:
NOT-OD-12- 035 http://grants.nih.gov/grants/guide/notice-files/NOT-OD-12-035.html.


 





 


	 	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.


 




    	 



    	 



    

 


The fixed fee provided as part of this grant award
is in addition to direct and facilities and administrative costs. The fee is to be drawn down from the DHHS Payment Management
System in increments proportionate to the draw-down of costs.


 


Where consortia are included, they 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
is available at: http://grants.nih.gov/grants/policy/nihgps_2011/index.htm.


 


Other documents applicable to this grant should be
faxed to (301) 451-5635 or mailed to:


 


Grants Management Branch


National Institutes of Neurological Disorders and
Stroke


6001 Executive Boulevard, Suite 3290, MSC 9537


Rockville, MD 20852 (Express Mail)


Bethesda, MD 20892-9537 (Regular Mail)


 


For additional information, you may access the NIH
home page at http://www.nih.gov/ and the NINDS Home Page at http://www.ninds.nih.gov


 


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: Debansu Ghosh


Email: Ghoshd2@mail.nih.gov Phone:
301-496-8072


 


Program Official: Stephanie Fertig


Email: fertigs@ninds.nih.gov Phone:
301-451-4669


 


SPREADSHEET SUMMARY


GRANT NUMBER: 2R44NS045373-04


 


INSTITUTION: ANGION BIOMEDICA CORPORATION


 


	Budget	 	Year
    4	 
	Salaries and Wages	 	$	[***]	 
	Fringe Benefits	 	$	[***]	 
	Consultant Services	 	$	[***]	 
	Supplies	 	$	[***]	 
	Travel Costs	 	$	[***]	 
	Other Costs	 	$	[***]	 
	Consortium/Contractual Cost	 	$	[***]	 
	FEE	 	$	[***]	 
	TOTAL FEDERAL DC	 	$	[***]	 
	TOTAL FEDERAL F&A	 	$	[***]	 
	TOTAL COST	 	$	1,194,283	 



 


	Facilities
    and Administrative Costs	 	Year
    4	 
	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.