Exhibit 10.22
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC")
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WITH RESPECT TO THE OMITTED
PORTIONS.
OMITTED PORTIONS ARE INDICATED BY [***].
NOTICE OF GRANT AWARD
RESEARCH PROJECT COOPERATIVE AGREEMENT Issue Date:09/30/2006
Department of Health and Human Services
National Institutes of Health
NATIONAL INSTITUTE OF NEUROLOGICAL DISORDERS AND STROKE
Grant Number: 1 U01 NS058207-01
Principal Investigator: Xxxxxx, Xxxx Xxxx Project Title:
Novel Therapeutic Agent to Treat
Nerve Agent Exposure after Civilian Attack
VP, POLICY & GOVT AFFAIRS
PHARMATHENE, INC
000 XXXXXXX XXXXXXXX XX, XXX 000
XXXXXXXXX, XX 00000
XXXXXX XXXXXX
Award e-mailed to: xxxxx@xxxxxxxxxxx.xxx
Budget Period: 09/30/2006 - 05/31/2007
Project Period: 09/30/2006 - 05/31/2011
Dear Business Official:
The National Institutes of Health hereby awards a grant in the amount of
$329,739 (see "Award Calculation" in Section I) to PHARMATHENE, INC. in support
of the above referenced project. This award is pursuant to the authority of 42
USC 241, 31 USC 6305 & 6306 and is subject to terms and conditions referenced
below.
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.
Award recipients are responsible for reporting inventions derived or reduced to
practice in the performance of work under this grant. Rights to inventions vest
with the grantee organization provided certain requirements are met and there is
acknowledgement of NIH support. In addition, recipients must ensure that patent
and license activities are consistent with their responsibility to make unique
research resources developed under this award available to the scientific
community, in accordance with NIH policy. For additional information, please
visit xxxx://xxx.xxxxxxx.xxx.
If you have any questions about this award, please contact the individual(s)
referenced in the information below.
Sincerely yours,
Xxxxxx Xxxxx-Xxxxxx
Grants Management Officer
NATIONAL INSTITUTE OF NEUROLOGICAL DISORDERS AND STROKE
See additional information below
SECTION I - AWARD DATA - 1 U01 NS058207-01
AWARD CALCULATION (U.S. Dollars):
Salaries and Wages $[***]
Fringe Benefits $[***]
Consultant Services $[***]
Travel Costs $[***]
Other Costs $[***]
Federal Direct Costs $[***]
Federal F&A Costs $[***]
APPROVED BUDGET $329,739
TOTAL FEDERAL AWARD AMOUNT $329,739
Recommended future year total cost support, subject to the availability of funds
and satisfactory progress of the project, is as follows.
02 $269,635
03 $434,637
04 $257,277
05 $434,995
FISCAL INFORMATION:
CFDA Number: 93.853
EIN: 1043560100A1
Document Number: UNS058207A
IC CAN FY2006 FY2007 FY2008 FY2009 FY2010
OD 8470083 329,739 269,635 434,637 257,277 434,995
----------
***Portions of this page have been omitted pursuant to a Request for
Confidential Treatment filed separately with the SEC.
-2-
NIH ADMINISTRATIVE DATA:
PCC: JETTD TD / OC: 41.4L /Processed: VANLUEM 060928 0928
SECTION II - PAYMENT/HOTLINE INFORMATION - 1 U01 NS058207-01
For Payment and HHS Office of Inspector General Hotline Information, see the NIH
Home Page at xxxx://xxxxxx.xxx.xxx/xxxxxx/xxxxxx/xxxxxxxxxxxxxxx.xxx
SECTION III - TERMS AND CONDITIONS - 1 U01 NS058207-01
This award is based on the application submitted to, and as approved by, the 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
Grant Award.
b. The restrictions on the expenditure of federal funds in appropriations acts,
to the extent those restrictions are pertinent to the award.
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 xxxx://xxxxxx.xxx.xxx/xxxxxx/xxxxxx/xxxxxxxxxxxxxxx.xxx
for certain references cited above.)
Carry over of an unobligated balance into the next budget period requires Grants
Management Officer prior approval.
Treatment of Program Income:
Additional Costs
SECTION IV - NINDS SPECIAL Terms and Conditions
RESTRICTION: Funds included in this award may not be used to support studies
involving vertebrate animals until verification of IACUC approval for Xxxxxxx
River (Nevada) and DRDC (Canada) has been submitted to and accepted by NINDS.
See NIH Office of Laboratory Animal Welfare (OLAW) web site:
xxxx://xxxxxx.xxx.xxx/xxxxxx/xxxx.xxx.
Restriction: UNDER GOVERNING PHS POLICY NO FUNDS MAY BE DRAWN DOWN FROM THE
PAYMENT SYSTEM AND NO OBLIGATIONS MAY BE MADE AGAINST FEDERAL FUNDS FOR RESEARCH
INVOLVING LIVE VERTEBRATE ANIMALS PRIOR TO SUBMISSION OF VALID INSTITUTIONAL
ANIMAL CARE AND USE COMMITTEE APPROVAL IN ACCORDANCE WITH THE PHS POLICY ON
HUMANE CARE AND USE OF LABORATORY ANIMALS. THIS RESTRICTION APPLIES TO THE
APPLICANT ORGANIZATION AND ALL PERFORMANCE SITES (e.g., COLLABORATING
INSTITUTIONS, SUBCONTRACTORS, SUBGRANTEES).
-3-
Facilities and administrative costs are awarded at a rate of 10 percent of
salaries and wages. This applied rate is used for awards pending negotiation and
acceptance of facilities and administrative cost rate proposal by the Division
of Cost Allocation, DHHS, or other applicable negotiating office.
Although the budget period for this award is less than 12 months, this award
includes funds for 12 months of support. Future year budget periods will cycle
on June 1. Allowable preaward costs may be charged to this award, in accordance
with the conditions outlined in the NIH Grants Policy Statement (revised
December 2003) and with institutional requirements for prior approval. The NIH
Grants Policy Statement can be found on the internet at
xxxx://xxxxxx0.xxx.xxx/xxxxxx/xxxxxx/xxxxxx_0000/xxxxx.xxx .
This award is funded by the National Institutes of Health, Office of the
Director (NIH/OD). Any papers published under the auspices of this award must
cite the funding support of all institutes.
U01 Cooperative Agreement
This cooperative agreement award is awarded in the amount of $329,739.
Of this amount, 75% ($247,304) be restricted until the awardee has negotiated
and finalized the project timeline, milestones, and deliverables with the
designated NINDS Project Officer and Grants Management Branch. Once the
timeline, milestones, and deliverables have been approved by the designated
NINDS Project Officer and Grants Management Branch Staff, the Notice of Grant
Award will be revised to allow the awardee access to additional funds for the
this cooperative agreement project.
The following special terms of award are in addition to, and not in lieu of,
otherwise applicable OMB administrative guidelines, HHS grant administration
regulations at 45 CFR Parts 74 and 92 (Part 92 is applicable when State and
local Governments are eligible to apply), and other HHS, PHS, and NIH grant
administration policies.
The administrative and funding instrument used for this program will be the
cooperative agreement (U01), CLU "assistance" mechanism (rather than an
"acquisition" mechanism), in which substantial NIH programmatic involvement with
the awardees is anticipated during the performance of the activities. Under the
cooperative agreement, the NIH purpose is to support and stimulate the
recipients' activities by involvement in and otherwise working jointly with the
award recipients in a partnership role; it is not to assume direction, prime
responsibility, or a dominant role in the activities. Consistent with this
concept, the dominant role and prime responsibility resides with the awardees
for the project as a whole, although specific tasks and activities may be shared
among the awardees and the NIH as defined above.
-4-
Principal Investigator Rights and Responsibilities
The Principal Investigator will have the primary responsibility to define
objectives and approaches, and to plan, conduct, analyze, and publish results,
interpretations, and conclusions of their studies.
Awardees are responsible for identifying specific milestones toward development
of medical countermeasures that will be achieved during the project period.
Awardees agree to participate in the overall coordination of NIH research
efforts to develop medical countermeasures against chemical threats. This
participation may include collaboration and consultation with other CounterACT
research awardees, and the sharing of information, data, and research materials.
Awardees agree to participate in Annual CounterACT Network Research Symposiums
during which research progress will be shared with other Network members and
reviewed by NIH staff. The first Symposium will be held in the Spring of 2007.
Awardees will retain custody of and have primary rights to the data and software
developed under these awards, subject to Government rights of access consistent
with current HHS, PHS, and NIH policies.
NIH Responsibilities
An NIH Project Scientist will have substantial programmatic involvement that is
above and beyond the normal stewardship role in awards, as described below.
Each project will have the support of one or more Project Scientists from NIH
program staff who are assigned an administrative role for the countermeasure(s)
being studied and have expertise in the implementation of the CounterACT
research program.
The NIH Project Scientists will have substantial scientific-programmatic
involvement during conduct of this activity, through technical assistance,
advice, and coordination above and beyond normal program stewardship for grants.
NIH Project Scientists will be responsible for assessing the progress of the
projects toward the accomplishment of specified milestones and deliverables, and
for recommending if further funds should be released to the project. Milestones
and deliverables will be reviewed once a year, as part of the non-competitive
renewal process.
The NIH Project Scientists will facilitate the establishment of contacts and
collaborations between awardees of the CounterACT research program and other
persons or organizations whose participation will assist with the accomplishment
of project goals. These persons or organizations may include the FDA, disease
voluntary organizations, pharmaceutical companies, or research organizations
that can provide essential services on contract.
-5-
An important part of the CounterACT research program is the coordination of
research efforts across different funding mechanisms and research structures,
and coordination among efforts aimed at different countermeasures. NIH Project
Scientists will have the primary responsibility for this overall coordination.
The NINDS Project Officer will be responsible for normal stewardship of the
award, and may also serve as a Project Scientist.
Arbitration Process
Any disagreements that may arise in scientific or programmatic matters (within
the scope of the award) between award recipients and the NIH may be brought to
arbitration. An Arbitration Panel composed of three members will be convened. It
will have three members: a designee chosen by the awardee, one NIH designee, and
a third designee with expertise in the relevant area who is chosen by the other
two; in the case of individual disagreement, the first member may be chosen by
the individual awardee. This special arbitration procedure in no way affects the
awardee's right to appeal an adverse action that is otherwise appealable in
accordance with PHS regulations 42 CFR Part 50, Subpart D and HHS regulations 45
CFR Part 16.
Non-competing applications must be submitted to the centralized mailing address:
Division of Extramural Activities Support, OER National Institutes of Health,
0000 Xxxxxxxxx Xxxxx, Xxxx 0000, XXX 0000 Xxxxxxxx, XX 00000-0000 (for regular
or US Postal Service Express mail) Bethesda, MD 20817 (for other courier/express
mail delivery only).
Other documents applicable to this grant should be faxed to (000) 000-0000 or
mailed to:
Grants Management Branch
National Institutes of Neurological Disorders and Stroke
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 0000, XXX 0000 Xxxxxxxxx, XX 00000(Express Mail)
Bethesda, MD 20892-9537(Regular Mail)
The Program Official is responsible for the scientific, programmatic and
technical aspects of this project. The Grants Management Specialist is
responsible for the negotiation, award and administration of this project and
for interpretation of grants administration policies and provisions. These
individuals work together in overall project administration. Prior approval
requests (countersigned by the PI & authorized business official) should be
submitted in writing to the Grants Management Specialist. Requests may be made
via e-mail provided they are routed through these same officials (listed below.)
For additional information, you may access the NIH home page at
xxxx://xxx.xxx.xxx/ and the NINDS Home Page at xxxx://xxx.xxxxx.xxx.xxx.
XXXXX XXXX, Program Official
Phone: 000-000-0000 Email: xxxxx@xxxxx.xxx.xxx
-6-
Xxxxxx Xxxxxxx, Grants Specialist
Phone: 000-000-0000 Email: xxxxxxxx@xxxxx.xxx.xxx Fax: 000-000-0000
SPREADSHEET
GRANT NUMBER: 1 U01 NS058207-01
P.I.: Xxxxxx, Xxxx Xxxx
INSTITUTION: PHARMATHENE, INC.
YEAR 01 YEAR 02 YEAR 03 YEAR 04 YEAR 05
------- ------- ------- ------- -------
Salaries and Wages [***] [***] [***] [***] [***]
Fringe Benefits [***] [***] [***] [***] [***]
Consultant Services [***] [***] [***] [***] [***]
Travel Costs [***] [***] [***] [***] [***]
Other Costs [***] [***] [***] [***] [***]
TOTAL FEDERAL DC [***] [***] [***] [***] [***]
TOTAL FEDERAL F&A [***] [***] [***] [***] [***]
TOTAL COST 329,739 269,635 434,637 257,277 434,995
YEAR 01 YEAR 02 YEAR 03 YEAR 04 YEAR 05
------- ------- ------- ------- -------
F&A Cost Rate 1 [***] [***] [***] [***] [***]
F&A Cost Base 1 [***] [***] [***] [***] [***]
F&A Costs 1 [***] [***] [***] [***] [***]
----------
***Portions of this page have been omitted pursuant to a Request for
Confidential Treatment filed separately with the SEC.
-7-
