Exhibit 10.19


 


		Notice of Award	
	SMALL BUSINESS INNOVATION RESEARCH PROG         Issue Date:    04/23/2013
	Department of Health and Human Services

 National Institutes of Health
	NATIONAL INSTITUTE OF ARTHRITIS AND MUSCULOSKELETAL AND SKIN DISEASES 


 


Grant Number: 5R44AR058041-03


 


Principal Investigator(s):


LATHA PAKA, PHD


 


Project Title: Anti-Fibrotic Therapy for Scleroderma/SSc


 


Dr. Goldberg, Itzhak D, MD


Angion Biomedica Corp.


51 Charles Lindbergh Blvd


Uniondale, NY 115304888


 


Award e-mailed to: igoldberg@angion.com


 


Budget Period: 05/01/2013 – 04/30/2014


Project Period: 01/04/2010 – 04/30/2015


 


Dear Business Official:


 


The National Institutes of Health hereby awards a grant
in the amount of $619,112 (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 Arthritis And Musculoskeletal And Skin Diseases of the
National Institutes of Health under Award Number R44AR058041. 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,


 


Gail Hamilton


Grants Management Officer

NATIONAL INSTITUTE OF ARTHRITIS AND MUSCULOSKELETAL AND
SKIN DISEASES



 


	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 – 5R44AR058041-03







  


	Award Calculation (U.S. Dollars)	 	 	 
	 	 	 	 
	Federal Direct Costs	 	$	[***]	 
	Federal F&A Costs	 	$	[***]	 
	Approved Budget	 	$	[***]	 
	Fee	 	$	[***]	 
	Federal Share	 	$	[***]	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	619,112	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	619,112	 



 


	SUMMARY
    TOTALS FOR ALL YEARS
	YR	 	THIS
    AWARD	 	 	CUMULATIVE
    TOTALS	 
	3	 	$	619,112	 	 	$	619,112	 
	4	 	$	1,584,102	 	 	$	1,584,102	 



 


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


 


	Fiscal Information:	 
	CFDA Number:	93.846
	EIN:	1113430072A1
	Document Number:	RAR058041B
	Fiscal Year:	2013


 


	IC	 	CAN	 	 	2013	 	 	2014	 
	AR	 	 	8472495	 	 	$	619,112	 	 	$	1,584,102	 



 


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


  


NIH Administrative Data:


PCC: 1 F / OC: 414E / Released:
HAMILTONG 04/22/2013


Award Processed: 04/23/2013 12:09:43 AM


 





	 	SECTION II – PAYMENT/HOTLINE INFORMATION – 5R44AR058041-03













 


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 – 5R44AR058041-03










 


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.)


 


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/.


 


Treatment of Program Income:


Additional Costs


 










	 	SECTION IV – AR Special Terms and Conditions – 5R44AR058041-03










 


NON-COMPETING FUNDING LEVEL UNDER A CONTINUING RESOLUTION
NIH is currently funded through a Continuing Resolution at the FY2012 level plus 0.6 percent (See NIH Guide Notice NOT-OD-13-002:
http://grants.nih.gov/grants/guide/notice-files/NOT-OD- 13-002.html. This non-competing award has been made at a level below that
committed for FY2013 in the previous Notice of Award. If the final appropriation permits, adjustments may be made up to the FY2013
funding plan level.


 


FINANCIAL REQUIREMENTS


This award is subject to the requirements pertaining
to the awardee?s financial and business management systems. Prior to drawing down funds for this award from the payment system,
the awardee is required to have in place written policies and procedures for financial and business management systems that comply
with NIH policy, and must follow those policies and procedures for the duration of this project.


 


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.


 


FEES


If a fee is provided as part of this Notice of Grant
Award it is in addition to direct and facilities and administrative costs. The fee is to be drawn down from the DHHS Payment Management
System, http://www.dpm.psc.gov/ in increments proportionate to the draw down of costs.


 


ALLOWABLE 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.


 





	 	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.


  




    	 



    	 



    

  


PAYMENT MANAGEMENT SYSTEM


Advances of Federal funds must be maintained in a Federally
insured and interest bearing account. Questions concerning access to the Payment Management System (PMS) should be directed to
the PMS office at (877) 614-5533. The website is: http://www.dpm.psc.gov/


 


SALARY CAP


None of the funds in this award shall be used to pay
the salary of an individual at a rate in excess of the currently mandated NIH salary cap. Please refer to the NIH Guide for Grants,
Cooperative Agreements, and Contracts, Notice: OD-12-035, dated January 20, 2012.


 


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: Yen Thach


Email: thachy@mail.nih.gov Phone: 301-594-3505
Fax: 301-480-5450


 


Program Official: Hung H Tseng


Email: tsengh@mail.nih.gov Phone: 301-496-0810
Fax: 301-480-4543


 


SPREADSHEET SUMMARY


GRANT NUMBER: 5R44AR058041-03


 


INSTITUTION: ANGION BIOMEDICA CORPORATION


 


	Facilities
    and Administrative Costs	 	Year
    3	 	 	Year
    4	 
	F&A Cost Rate 1	 	 	90	%	 	 	90	%
	F&A Cost Base 1	 	$	[***]		 	$	[***]	
	F&A Costs 1	 	$	[***]		 	$	[***]	



 





	 	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.