ex10-47.htm


 EXHIBIT 10.47 


 SIGN AND RETURN THIS PAGE TO CIRM    RT1-01012-1 


 NOTICE OF GRANT AWARD – CIRM RFA-08-02:  Tools & Technologies 


 California Institute for Regenerative Medicine 







 Issue Date:  April 1, 2009 



	
 Grant Number: 

	
 RT1-01012-1 

	
 Budget Period: 

	
 Annual as of 4/1/2009 


	
 Grantee Name: 

	
 VistaGen Therapeutics, Inc. 

	    	    
	
 Grantee ID: 

	
 PR-Y0002A-SF 

	
 Project Period Start: 

	
 4/1/2009 


	
 Principal Investigator: 

	
 Dr. Kristina C. Bonham 

	
 Project Period End: 

	
 3/31/2011 


	
 Project Title: 

	
 Development of an hES Cell-Based Assay System for Hepatocyte Differentiation Studies and Predictive Toxicology Drug Screening 













	
 Authorized Organizational Official and Address: 


 Ralph Snodgrass, PhD 


 CEO 


 VistaGen Therapeutics, Inc. 


 384 Oyster Point Blvd #8 


 South San Francisco, CA  94080 

	    	
 Official and Address to Receive Payments: 


 Cell Biology 


 Attn:  Kristina Bonham, PhD 


 VistaGen Therapeutics, Inc. 


 384 Oyster Point Blvd #8 


 South San Francisco, CA  94080 












 The California Institute for Regenerative Medicine (CIRM) hereby awards a grant in the amount of $971,558 to be disbursed over a total period of 2 years to VistaGen Therapeutics, Inc. (Grantee ID PR-Y0002A-SF) in support of the above referenced project. This award is pursuant to the California Stem Cell Research and Cures Act (Health and Safety Code section 125290.10 et. seq.) and is subject to terms and conditions referenced below. (Capitalized terms are defined in the CIRM Grants Administration
Policy for Academic and Non-Profit Institutions (GAP), a copy of which may be found on the CIRM website at: http://www.cirm.ca.aov/reg/pdf/req100500 policv.pdf.) 


 


 In accepting this Grant, the Grantee warrants to CIRM that any funds expended underthe award will be for the purposes set forth in the approved application and agrees to comply with all applicable CIRM regulations. See Item II (page 3) below. 







 To accept this Grant, the Principal Investigator and Authorized Organizational Official must sign and return this Notice of Grant Award (NGA) to CIRM within 45 days of the issue date. Payment will be issued only after the signed NGA is received by CIRM. Grant funds will be sent to the organization's address listed above under Official and Address to Receive Payments unless an updated address is provided in the box below. If the applicant cannot accept the award, including the legal obligation to perform in accordance with the provisions of this NGA, it should notify CIRM immediately. 







 If you have any questions about this award, please contact the CIRM staff referenced on page 3. 








	
 /s/ Marie Csete 


 Marie Csete, MD, Ph.D. 


 Chief Scientific Officer 


 California Instituted for Regenerative Medicine 

	
 Updated Address to Receive Payments: 


 







 


 AWARD ACCEPTANCE:  The Principal Investigator and Authorized Organizational Official must sign below and return the entire NGA to CIRM to accept the Grant award. 








	    	
 Principal  Investigator 

	
 Authorized Organizational Official 


	
 Name 

	
 Dr. Kristina C. Bonham 

	
 Ralph Snodgrass, PhD 


	
 Signature 

	
 /s/ Kristina C. Bonham 

	
 /s/ H. Ralph Snodgrass 


	
 Date 

	
 4/8/09 

	
 4/7/09 







 


 SIGN AND RETURN TO CIRM 






    





    











    






 


 RT1-01012-1 


 NOTICE OF GRANT AWARD 


 California Institute for Regenerative Medicine 


 


 I. AWARD DATA: 


 AWARD DETAIL (U.S. Dollars): 








	    	
 Year l 

	
 Year 2 


	
 Direct Project Costs 

	    	    
	
 Personnel (Non -Trainee) Costs 

	
 $252,001 

	
 $253,127 


	
 Trainee Costs 

	    	    
	
 Travel 

	
 $9,800 

	
 $10,000 


	
 Supplies 

	
 $30,000 

	
 $28,800 


	
 Equipment 

	
 $ 0 

	
 $ 0 


	
 Consultants/Subcontracts 

	
 $8,000 

	
 $8,000 


	
 Total Project Costs 

	
 $299,801 

	
 $299,927 


	
 Facilities Costs 

	    	    
	
 Facilities Costs - Category A 

	
 $ 52,465 

	
 $ 52,487 


	
 Facilities Costs - Category B 

	
 $ 52,465 

	
 $ 52,487 


	
 Indirect Costs 

	    	    
	
 Indirect Costs 

	
 $80,946 

	
 $80,980 


	
 APPROVED BUDGET TOTAL 

	
 $485,677 

	
 $485,881 












 QUARTERLY INSTALLMENTS ON GRANT PAYMENTS 


 Payments will be made in quarterly installments, issued at the beginning of each quarter.  Quarters will be tied to the project start date.  The final quarterly installment will be held until completion of Close-Out. 







 *Any interest accrued by the Grantee from the Grant payment must be used for the CIRM Tools & Technologies Program. 







 PROGRESS REPORTS SCHEDULE 



	    	
 Year 1 

	
 Year 2 


	
 Programmatic Report 

	
 2/1/2010 

	
 2/1/2011 


	
 Financial Report 

	
 7/1/2010 

	
 7/1/2011 


	
 Close-Out Report 

	
 n/a 

	
 7/1/2011 















    





    











    








 


 RT1-01012-1 


 NOTICE OF GRANT AWARD 


 California Institute for Regenerative Medicine 







 II. TERMS AND CONDITIONS 







 This award is based on the application submitted to CIRM, and as approved by the Independent Citizens' Oversight Committee (ICOC) on the above-titled project and is subject to the terms and conditions incorporated either directly or by reference in the following: 








	
 A.   

	
 The California Stem Cell Research and Cures Act (Health and Safety Code Section 125290.10 et. seq.) and regulations adopted by the ICOC. 













	
 B.   

	
 The CIRM Interim Grants Administration Policy for For-Profit Organizations (Title 17, California Code of Regulations, Section 100501), CIRM Grants Administration Policy for Academic and Non-Profit Institutions (Title 17,  California Code of Regulations, Section 100500), CIRM Intellectual Property Policy and Revenue Sharing Requirements for For-Profit Organizations, the CIRM Medical and Ethical Standards Regulations (Title 17, California Code of Regulations, Sections 100010-1000110),
CIRM Use of Fetal Tissue (Title 17, California Code of Regulations, Section 10085), and any subsequently adopted applicable regulations. 







 



	
 C.   

	
 The terms and requiremenets detailed in RFA 08-02: CIRM Tools and Technologies Awards. 







 



	
 D.   

	
 Grantee shall not commence work on the K117 hESC line until approval to use this line is granted by the institution’s SCRO committee and documentation of that verifies such approval has been received by CIRM. 







 



	
 E.   

	
 The timing of the distribution of funds pursuant to this grant shall be contingent upon the availability of funds in the California Stem Cell Research and Cures Fund in the State Treasury, as determined by CIRM in its sole discretion. 












 Please check the following website for updated policy documents: http://www.cirm.ca.qov/req/ 







 III. CIRM CONTACTS: 







 Andrew McFarland, Grants Management Specialist 


 Phone:  (415) 396-9126   Email:  amcfarland@cirm.ca.gov   Fax:  (415) 396-9141 







 Sohel Talib, PhD, Scientific Program Officer 


 Phone:  (415) 396-9137   Email:  stalib@cirm.ca.gov   Fax:  (415) 396-9141 







 The CIRM home page is at http://www.cirm.ca.gov 







 CIRM Mailing Address: 







 California Institute for Regenerative Medicine 


 Attn:  Andrew McFarland, Grants Management Specialist 


 210 King Street 


 San Francisco, CA  94107 


 




    





    











    






 


 RT1-01012-1  


 Budget Adjustments  


 Note 1:  None    


 Note 2:    


 Note 3: 


 



	   	
 Year 1 Requested Amount 

	 Year 1 Approved Budget 	 Year 2 Requested Amount 	 Year 2 Approved Budget 	  Year 2 Expenditure Report 	 Total Approved Budget 








 Exhibit 10.47