Exhibit 10.24


 


		
        Notice of Award

        SMALL
        BUSINESS INNOVATION RESEARCH PROG      Issue
        Date:    09/26/2013

        Department of Health and Human Services 

National Institutes
        of Health

        NATIONAL INSTITUTE ON ALCOHOL ABUSE AND ALCOHOLISM 
	


 


Grant Number: 1R43AA021054-01A1


 


Principal Investigator(s):


Bert J. W. M. Oehlen, PHD


 


Project Title: LPA1 antagonist for alcoholic
liver disease


 


Dr. Oehlen, Bert , PhD


Senior Research Scientist


51 Charles Lindbergh Boulevard


Uniondale, NY 115533658


 


Award e-mailed to: igoldberg@angion.com


 


Budget Period: 09/26/2013 – 08/31/2014


Project Period: 09/26/2013 – 08/31/2014


 


Dear Business Official:


 


The National Institutes of Health hereby awards a
grant in the amount of $251,048 (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 R43AA021054. 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 – 1R43AA021054-01A1


 


	Award Calculation (U.S. Dollars)	 	 	 
	Salaries and Wages	 	$	[***]	 
	Fringe Benefits	 	$	[***]	 
	Consultant Services	 	$	[***]	 
	Supplies	 	$	[***]	 
	Travel Costs	 	$	[***]	 
	Other Costs	 	$	[***]	 
	 	 	 	 	 
	Federal Direct Costs	 	$	[***]	 
	Federal F&A Costs	 	$	[***]	 
	Approved Budget	 	$	[***]	 
	Fee	 	$	[***]	 
	Federal Share	 	$	[***]	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	251,048	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	251,048	 



 


	SUMMARY
    TOTALS FOR ALL YEARS
	YR	 	THIS
    AWARD	 	 	CUMULATIVE
    TOTALS	 
	1	 	$	251,048	 	 	$	251,048	 



 


	Fiscal Information:	 
	CFDA Number: 	93.273
	EIN:	1113430072A1
	Document Number:	RAA021054A
	Fiscal Year:	2013


 


	IC	 	CAN	 	2013	 
	AA	 	8470487	 	$	251,048	 



 


NIH Administrative Data:


PCC: AM S / OC: 414A / Released:
SIMONSJ 09/20/2013


Award Processed: 09/26/2013 12:16:57 AM


 


	 	SECTION II – PAYMENT/HOTLINE INFORMATION – 1R43AA021054-01A1


 


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 – 1R43AA021054-01A1


 


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.)


 





This grant is subject to Streamlined Noncompeting
Award Procedures (SNAP).




 


	 	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.


 


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)


 


	 	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.


 




    	 



    	 



    

 


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.


 


Treatment of Program Income:


Additional Costs


 


	 	SECTION IV – AA Special Terms and Conditions – 1R43AA021054-01A1


 


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).


 


None of the funds in this award shall be used to
pay the salary of an individual at a rate in excess of the applicable 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://grants1.nih.gov/grants/policy/salcap_summary.htm


 


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.


 


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


 


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 drawdown 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.
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.)


 


A final Federal Financial Report (FFR) (SF 425) must
be submitted through the eRA Commons (Commons); see NIH Guide Notice NOT-OD-07-078 for additional information on this electronic
submission requirement.


 


Furthermore, Phase I grantees that (1) do not intend
to seek Phase II support or (2) are not prepared to submit a Phase II application within four months following the expiration of
the Phase I budget period, must submit a final report of their
Phase I effort. Otherwise, the Phase I Final Report is a part of the Phase II application.


 


	 	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.


 




    	 



    	 



    

 


This award represents the final year of the Phase
I competitive segment for this grant. In addition to the closeout instructions detailed in SECTION III—TERMS AND CONDITIONS
of this Notice of Award, note there is no “form page” for
a Final Report and the recommended length for the narrative portion is 10 pages. The format for the Final Progress Report is as
follows:


 


1. State the beginning and ending dates for the period
covered by the SBIR Phase I grant.


 


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


 


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


 


4. Provide a succinct account of published and unpublished
results, indicating progress toward their achievement. Summarize the importance of the findings. Discuss any changes in the specific
aims since the project was initiated. Include the Inclusion Enrollment Report with the final enrollment data for clinical research
(MS Word or PDF).


 


5. List titles and complete references to publications,
and manuscripts accepted for publication, if any, that resulted from the project’s effort. Submit five copies of such items, except
patent and invention reports, as an Appendix.


 


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


 


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).


 


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: Svetlana Radaeva


Email: sradaeva@mail.nih.gov Phone:
301-443-1189 Fax: 301-594-0673


 


SPREADSHEET SUMMARY


GRANT NUMBER: 1R43AA021054-01A1


 


INSTITUTION: ANGION BIOMEDICA CORPORATION


 





 


 


	 	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.


 




    	 



    	 



    

 


	Budget	 	Year
    1	 
	Salaries and Wages	 	$	[***]	 
	Fringe Benefits	 	$	[***]	 
	Consultant Services	 	$	[***]	 
	Supplies	 	$	[***]	 
	Travel Costs	 	$	[***]	 
	Other Costs	 	$	[***]	 
	FEE	 	$	[***]	 
	TOTAL FEDERAL DC	 	$	[***]	 
	TOTAL FEDERAL F&A	 	$	[***]	 
	TOTAL COST	 	$	[***]	 



 


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



 


	 	7	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.