SUMMARY OF PHASE II SMALL BUSINESS INOVATION RESEARCH CONTRACT



 Exhibit 10.2 
  

					
	 Icoria, Inc.
	 	 	 	Contract No. HHSN291200555540C
	 SBIR Phase II
	 	 	 	ADB No. N44ES55540

  
 SUMMARY FORM OF AGREEMENT

  
 SECTION B—SUPPLIES OR SERVICES AND PRICES/COSTS 
  
 ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES 
  
 The purpose of this contract is to develop metabolomic profiles of liver,
urine, and blood from rodents exposed to environmental or pharmaceutical agents which will yield metabolomic methods that can be applied to the study of herpatic diseases. 
  
 ARTICLE B.2. ESTIMATED COST AND FIXED FEE 
  

	a.	The estimated cost of this contract is $1,116,252. 

  

	b.	The fixed fee for this contract is $89,300. The fixed fee shall be subject to the withholding provisions of the clauses ALLOWABLE COST AND PAYMENT and FIXED FEE referenced in the
General Clause Listing in Part II, ARTICLE 1.1 of this contract. Payment of fixed fee shall be made in equal monthly installments. 

  

	c.	The Government’s obligation, represented by the sum of the estimated cost plus the fixed fee, is $1,213,492. 

  

	d.	Total funds currently available for payment and allotted to this contract are $440,986 of which 440,969 represents the estimated costs, and of which $32,077 represents the fixed fee
and $7,940 as an offset of contractor absorbed equipment costs to reduce the burden for this small contractor. For further provisions on funding, see the LIMITATION OF FUNDS clause referenced in Part II, ARTICLE 1.2. authorized Substitutions of
Clauses. 

  

	e.	It is estimated that the amount currently allotted will cover performance of the contract through August 10, 2006. 

  

	f.	The Contracting Officer may allot additional funds to the contract without the concurrence of the Contractor. 

  
 ARTICLE B.3. PROVISIONS APPLICABLE TO DIRECT COSTS 
  

	a.	Items Unallowable Unless Otherwise Provided 

  
 Notwithstanding the clause[s], ALLOWABLE COST AND PAYMENT, and FIXED FEE, incorporated in this contract, unless authorized in writing by the Contracting
Officer, the costs of the following items or activities shall be unallowable as direct costs: 
  

	 	(1)	Acquisition, by purchase or lease, or any interest in real property; 

  

	 	(2)	Special rearrangement or alteration of facilities; 

  

	 	(3)	 Purchase or lease of any item of general purpose office furniture or office equipment regardless of dollar value. (General purpose equipment is defined as any items
of 











					
	 Icoria, Inc.
	 	 	 	Contract No. HHSN291200555540C
	 SBIR Phase II
	 	 	 	ADB No. N44ES55540

  
 personal property
which are usable for purposes other than research, such as office equipment and furnishings, pocket calculators, etc.); 
  

	 	(4)	Travel to attend general scientific meetings; 

  

	 	(5)	Foreign travel; 

  

	 	(6)	Consultant costs; 

  

	 	(7)	Subcontracts: 

  

	 	(8)	Patient care costs; 

  

	 	(9)	Accountable Government property (defined as both real and personal property with an acquisition cost of $1,000 or more and a life expectancy of more than two years) and
“sensitive items” (defined and listed in the Contractor’s Guide for Control of Government Property), 1990, regardless of acquisition value. 

  
 ARTICLE B.4. ADVANCE UNDER STANDINGS 
  
 Other provisions of this contract notwithstanding, approval of the following items within the limits set forth is hereby granted without further authorization from the
Contracting Officer. 
  

	a.	Contract Number Designation 

  
 On all correspondence submitted under this contract, the contractor agrees to clearly identify the two contract numbers that appear on the face page of
the contract as follows: 
  
 Contract No.
HHSN291200555540C 
 ADB No. N44-ES-55540 
  

	b.	Indirect Costs 

  
 The Contractor shall, within 90 days after the effective start date of this contract, submit proposed indirect cost rates and supporting cost data to the
office designated in ARTICLE G.4, INDIRECT COSTS RATES of this contract for purposes of establishing indirect cost rates specifically for this contract. Until negotiations are complete and new rates established, indirect costs shall be
reimbursed at the following rates. 
  

				
	 Type

	  	Rate

	 
	 Fringe Benefits
	  	18	%
	 Labor Overhead
	  	45	%
	 G&A
	  	35	%

  
 Rate Application Base 
  
 The new negotiated indirect cost rates
shall be retroactive to include the period beginning with the effective start date of this contract.