0001615774-17-000551.txt : 20170608 0001615774-17-000551.hdr.sgml : 20170608 20170213164018 ACCESSION NUMBER: 0001615774-17-000551 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 28 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Shuttle Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001685462 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 461747648 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-215027 FILM NUMBER: 17599869 BUSINESS ADDRESS: STREET 1: 1 RESEARCH COURT STREET 2: SUITE 450 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: (240) 403-4212 MAIL ADDRESS: STREET 1: 1 RESEARCH COURT STREET 2: SUITE 450 CITY: ROCKVILLE STATE: MD ZIP: 20850 S-1/A 1 s105258_s1a.htm S-1/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SHUTTLE PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Maryland

2834

46-174648

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

1 Research Court, Suite 450

Rockville, Maryland 20850

(240) 403-4212

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive officer)

Anatoly Dritschilo, M.D.

Chief Executive Officer

1 Research Court, Suite 450

Rockville, Maryland 20850

(240) 403-4212

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Dale S. Bergman, Esq.

Gutierrez Bergman Boulris, PLLC

100 Almeria Avenue, Suite 340

Coral Gables, Florida 33134

(305) 358-5100

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities nor may offers to buy these securities be accepted until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2017

PROSPECTUS

A Minimum of 1,250,000 and a Maximum of 4,500,000 Shares of Common Stock

SHUTTLE PHARMACEUTICALS, INC.

1 Research Court, Suite 450

Rockville, Maryland 20850

(240) 403-4212

Purchase Price: $8.00 per Share

Minimum Offering: $10,000,000

Maximum Offering: $36,000,000

This is the initial public offering of common stock of Shuttle Pharmaceuticals, Inc. (the “Company”). We are offering for sale a minimum of 1,250,000 and a maximum of 4,500,000 shares of common stock at a fixed price of $8.00 per share for the duration of this offering (the “Offering”). We intend to apply to have the shares of common stock listed on The Nasdaq Stock Market, LLC (“Nasdaq”) subject to our sale of a sufficient number of shares in the Offering to meet the listing requirements of Nasdaq. There can be no assurance that an application for listing the shares on Nasdaq or on any other market will be approved.

The Offering is a direct public offering being conducted on a self-underwritten, “best efforts, minimum-maximum” basis which means (i) the Company will not use the services of an underwriter and our executive officers and directors will attempt to sell the shares directly to investors; and (ii) the Offering will be terminated in the event the minimum number of subscriptions set forth herein are not received and accepted by the company. The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. The Company’s executive officers and directors may also reach out to personal contacts such as family, friends and acquaintances and may conduct investment presentations in the form of a roadshow at various biotech and pharmaceutical investor conferences. Our executive officers and directors will not receive commissions or any other remuneration from any sales of shares under this Offering.

Until the company has received subscriptions and payment for a minimum of 1,250,000 shares ($10,000,000) subscription proceeds will be deposited in a non-interest bearing escrow account with and held in escrow by PNC Bank, N.A. as escrow agent. After closing on the minimum offering, subscription proceeds will not be deposited into the escrow account and held in escrow, but rather, will be paid directly to the Company.

The shares will be offered for sale for a period of one hundred and eighty (180) days from the date of this prospectus, unless extended by our board of directors for period or periods of up to an aggregate of an additional one hundred and eighty (180) days. If a minimum of 1,250,000 shares is not sold within the time period established by our board of directors, we will terminate this offering and all money received will be promptly refunded to investors without deduction. We will not charge fees on funds returned if the minimum offering is not reached. Once the minimum of 1,250,000 shares is reached, any subsequent subscription proceeds will be paid directly to the Company and will not be held in a segregated or escrow account.

The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and as such, may elect to comply with certain reduced public company reporting requirements for future filings.

The purchase of the shares of common stock offered through this prospectus involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning at page 13.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is ____________, 2017

TABLE OF CONTENTS

	Page

PROSPECTUS SUMMARY	4
SUMMARY FINANCIAL INFORMATION	11
RISK FACTORS	13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	39
USE OF PROCEEDS	41
DIVIDEND POLICY	41
CAPITALIZATION	42
DILUTION	42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44
BUSINESS	47
MANAGEMENT	64
EXECUTIVE COMPENSATION	68
PRINCIPAL SHAREHOLDERS	71
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	72
DESCRIPTION OF CAPITAL STOCK	73
SHARES ELIGIBLE FOR FUTURE SALE	76
PLAN OF DISTRIBUTION	76
LEGAL MATTERS	78
EXPERTS	78
WHERE YOU CAN FIND MORE INFORMATION	78
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	78
INDEX TO FINANCIAL STATEMENTS	79

You should rely only on the information contained in this prospectus. We have not authorized any dealer, salesperson or other person to provide you with information concerning us, except for the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, regardless when the time of delivery of this prospectus or the sale of any common stock. This prospectus is not an offer to sell, nor is it a solicitation of an offer to buy, our common stock in any jurisdiction in which the offer or sale is not permitted.

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate or plan to operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”

PROSPECTUS SUMMARY

This summary provides an overview of all material information contained in this prospectus. It does not contain all the information you should consider before making a decision to purchase our shares of common stock in the Offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements and all other information that is included in this prospectus.

Unless the context otherwise requires, references in this prospectus to “Shuttle,” “the Company,” “we,” “our” and “us” refers to Shuttle Pharmaceuticals, Inc.

Overview

Shuttle is a specialty pharmaceutical company founded in 2012, with the goal of becoming the first U.S. pharmaceutical company focused on the development and commercialization of innovative first-in-class drugs for sensitizing cancers to and protecting normal tissue from the effects of radiation therapy (“RT”). The U.S. Food and Drug Administration (the “FDA”) considers new molecular entities as first-in-class, if such drugs, like our in chal product candidates, use a new and unique mechanism of action for treating a medical condition. Our objective is to improve the outcomes of cancer treatment through RT and reducing its side effects by:

sensitizing growing cancer cells, rendering them more susceptible to the effects of RT;

sensitizing hypoxic cells in tumors that resist regular RT; and

activating the DNA damage response pathway to protect normal cells located near cancers.

To date, we have developed, to clinical stage, small molecule strategies to sensitize growing cancer cells in tumors to conventional RT and to sensitize treatment resistant, hypoxic cancer cells in tumors to large fraction radiation therapy using stereotactic body radiation therapy (“SBRT”). A pre-clinical technology delivery platform using histone deacetylase (“HDAC”) inhibitors, which are designed to target cancer cells while protecting healthy tissue/normal cells, further enhances our product pipeline. Shuttle has two clinical stage, first in class product candidates that we believe will deliver these benefits in conjunction with our technology platform:

Doranidazole, an injectable hypoxic cell radiation sensitizer, is our second “clinical phase” product candidate. As cancer cells outgrow the blood supply and oxygen availability becomes limiting, regions of hypoxia develop within a tumor. Cancer cells under hypoxic conditions are more resistant to the killing effects of RT. Electron affinic drugs, such as doranidazole are able to reach areas of tumor hypoxia to effect radiation sensitization, thereby offering the potential to improve the outcomes of RT treatment by increasing hypoxic cell kill. Unfortunately, first and second generation hypoxic sensitizers used to date have shown neurologic toxicity and little clinical benefit. Doranidazole, which has been developed in Japan by Pola Pharma, Inc. (“Pola Pharma”), has been well-tolerated in clinical studies conducted in Japan and has shown improved survival in a randomized Phase 3 clinical trial of advanced pancreatic cancers, when used in combination with intra-operative radiation therapy (“IORT”), as opposed to treatment by IORT alone. Pola Pharma has already conducted and completed the aforementioned clinical trials of Doranidazole. Shuttle has secured an exclusive option to license doranidazole for development and commercialization in the U.S. We have not yet exercised our exclusive option, and the terms of a license agreement with Pola Pharma for the commercialization and development of Doranidazole are under negotiation. We intend to focus on the use of doranidazole for treatment of pancreatic, lung and liver cancers in combination with large fraction SBRT, which is RT administered in large doses over a several day period as opposed to conventional RT, which is generally administered in small daily doses over an extended period of several weeks.

In addition to our two primary product candidates, we are developing and planning to commercialize other cancer radiation sensitizers with radiation protecting properties, which target protecting normal tissue during the administration of RT and other first in class products utilizing our HDAC small molecule technology platform.

We have also been awarded two SBIR contracts from the NIH to:

develop prostate cancer cell lines for African-American men, who are at higher risk for prostate cancer, with donor matched normal prostate cells, with the goal of establishing 50 prostate cancer cell lines for research aimed at treating prostate cancer in African American men; and

develop predictive biomarkers of prostate patient outcomes following treatment with SBRT.

The SBIR program is designed to encourage small business to engage in Federal Research/Research and Development (“R/R&D”) that has the potential for commercialization.

The Company was founded by members of the faculty at the Georgetown University Medical School in Washington, D.C., all of whom have significant experiences in the fields of radiation oncology and medicinal chemistry.

Market Opportunity

The American Cancer Society (Cancer Facts & Figures 2016) estimates 1,685,210 new cancer cases and 595,690 cancer deaths in the U.S. and according to the American Society for Radiation Oncology, more than 50% of patients undergo RT at some point in the treatment of their diseases. Cancers treated with RT include lung, breast, brain, ovarian, esophageal, pancreatic, rectal, head and neck, uterine, lymphoma and sarcoma. The annual U.S. market for radiation oncology, technology and therapeutics currently exceeds $5.5 billion.

Currently, there is no radiation sensitizer drug which has been approved by the U.S. Food and Drug Administration (the “FDA”). Present treatment utilizes “off-label” drugs, which are cytotoxic agents that also sensitize, but do not have radiation sensitization as an FDA approved indication. Moreover, since the “off-label” drugs for sensitizing cancers are cytotoxic, they are often associated with intrinsic acute and chronic side effects. Nevertheless, current drugs used to sensitize cancers to RT have shown small, but clinically significant improvements in disease control and survival and are typically included in standard-of-care treatment recommendations for cancers of the head and neck, brain, lung, esophagus, stomach, pancreas, liver and bladder. As a result, the Company believes that there is a significant market opportunity for its product candidates.

Our Strategy

Our objectives are to (a) establish ropidoxuridine as the first radiation sensitizer approved by the FDA for use in conjunction with RT in treating advanced gastrointestinal cancer, high grade brain tumors and bone and soft tissue sarcomas; (b) establish doranidazole as a first line therapy in conjunction with SBRT in treating inoperable pancreatic, advanced lung and unresectable liver cancers; and (c) apply our small molecule HDAC delivery platform to the development of other radiation oncology drugs, such as approved radiation protectors. To achieve these objectives, our strategy is as follows:

Complete the SBIR funded Phase 1 clinical trial for ropidoxuridine in conjunction with RT for the treatment of advanced gastrointestinal cancer, which trial commenced in January 2016 and, assuming positive results, proceed to Phase 1b, 2 and 3 clinical trials, followed by submission of an New Drug Application (“NDA”) and ultimately secure FDA approval for marketing;

Commence clinical proof of concept studies followed by clinical trials for ropidoxuridine use in conjunction with RT for the treatment of high grade brain tumors and bone and soft tissue sarcomas, with the ultimate goal of securing FDA approval for these additional indications;

Exercise the option to license doranidazole from Pola Pharma for development and commercialization in the U.S. and use pre-clinical and clinical studies performed in Japan to expedite conducting any needed additional clinical studies in the U.S., with the ultimate goal of securing FDA approval for the use of doranidazole in conjunction with SBRT for the treatment of inoperable pancreatic, advanced lung and unresectable liver cancers;

Continue research and development of our HDAC small molecule delivery platform and exploit our platform and our intellectual property portfolio to develop other radiation oncology product candidates, as well as additional indications for existing product candidates;

Assuming positive results from proof of concept studies and Phase 1 and Phase 2 clinical trials, seek to establish collaborative partnerships with other pharmaceutical companies to complete development of, manufacture and market our product candidates both domestically and internationally;

Complete the SBIR funded Phase 1 research contracts we were awarded by the NIH to develop (a) prostate cancer cellular lines for African-American men, to improve diagnosis and treatment with a goal of reducing the higher incidence of such cancer prevalent in African American men; and (b) molecular biomarkers for cancer responsiveness to SBRT treatment; and

Explore potential acquisitions of compatible product portfolios or companies.

Risk Factors

Our business is subject to a number of risks you should be aware of before making an investment decision. These risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this prospectus summary. These risks include the following:

Our success is primarily dependent on the successful development, regulatory approval and commercialization of our product candidates, both of which are in the early stages of development.

Our approach to the discovery and development of innovative radiation oncology drugs based on our HDAC small molecule delivery platform is novel, unproven and may not result in marketable products.

We have no source of predictable revenue, have incurred significant losses since inception, may never become profitable and may incur substantial and increasing net losses for the foreseeable future as we continue development of, and seek regulatory approvals for, our product candidates.

If clinical trials of our product candidates fail to demonstrate safety and efficacy, we may be unable to obtain regulatory approvals and commercialize our product candidates.

We are subject to regulatory approval processes that are lengthy, time-consuming and unpredictable. We may not obtain approval for any of our product candidates from the FDA or foreign regulatory authorities.

Even if we obtain regulatory approval, the market may not be receptive to our product candidates.

We may not be able to establish the collaborative partnerships with other pharmaceutical companies, through which we expect to complete development of, obtain marketing approval for and, if approved, manufacture and market our product candidates.

We may encounter difficulties satisfying the requirements of clinical trial protocols, including patient enrollment.

We may not be able to successfully negotiate a license with Pola Pharma for the rights to develop and commercialize Doranidazole, which is one of our principal product candidates.

It is difficult and costly to protect our intellectual property rights.

We may face competition from other companies in our field or claims from third parties alleging infringement of their intellectual property.

We may be unable to recruit or retain key employees, including our senior management team.

We will likely need to obtain significant additional funding on acceptable terms to continue operations.

We are a Phase 1 clinical stage pharmaceutical company with a limited operating history upon which you can evaluate our business and prospects. Specialty pharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We do not currently have any product candidates in advanced clinical trials or approved for sale, and we continue to incur significant research and development and general and administrative expenses related to our operations. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the specialty pharmaceutical industry. We have not generated any revenue and have incurred losses in each year since our founding in December 2012. Our net losses for the years ended December 31, 2015 and 2014 were $289,991 and $328,534, respectively. Our net losses for the nine months ended September 30, 2016 and 2015 were $248,845 and $263,302, respectively. As of September 30, 2016, we had an accumulated deficit of $979,113. We expect to continue to incur significant losses for the foreseeable future. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.

Further, we have not submitted an application for or received marketing approval for any of our product candidates. Regulatory approval of our product candidates is not guaranteed, and the approval process is expensive and may take several years.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure and other requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

reduced disclosure obligations regarding executive compensation; and

exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenues, have more than $700 million in market value of our capital stock held by non-affiliates or issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period for adopting new or revised accounting standards and, therefore we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Corporate Information

The Company was formed as a limited liability company in the state of Maryland in December 2012 and was converted to a corporation in August 2016. Our executive offices are located at 1 Research Court, Suite 450, Rockville, Maryland 20850 and our telephone number is (240) 403-4212. Our corporate website is www.shuttlepharma.com. Information appearing on our corporate website is not part of this prospectus.

The Offering

Issuer:

Shuttle Pharmaceuticals, Inc.

Shares of common stock offered by us:

A minimum of 1,250,000 and a maximum of 4,500,000 shares

Shares of common stock to be outstanding immediately after this Offering:	A minimum of 46,272,270 and a maximum of 49,522,270 shares ⁽¹⁾

Purchase price:	$8.00 per share.

Total Offering:	A minimum of $10,000,000 and a maximum of $36,000,000

Plan of Distribution:

The Offering is a direct public offering being conducted on a self-underwritten, “best efforts, minimum-maximum” basis, which means (i) the Company will not use the services of an underwriter and our executive officers and directors will attempt to sell the shares directly to investors; and (ii) the Offering will be terminated in the event the minimum number of subscriptions set forth herein are not received and accepted by the Company. The intended methods of communication with potential investors include, without limitation and personal contacts. The Company’s executive officers and directors may also reach out to personal contacts such as family, friends and acquaintances and may conduct investment presentations at in the form of a roadshow at biotech and pharmaceutical investor conferences. Our executive officers and directors will not receive commissions or any other remuneration from any sales of shares in this offering.

Until the company has received subscriptions and payment for a minimum of 1,250,000 shares ($10,000,000) subscription proceeds will be deposited in a non-interest bearing escrow account with and held in escrow by PNC Bank N.A., as escrow agent. After closing on the minimum offering, subscription proceeds with not be deposited into the escrow account and held in escrow, but rather, will be paid directly to the company.

In offering the shares on our behalf, our executive officers and directors will rely on the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Exchange. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in the sale of the securities of such issuer.

Dividend policy:

We have never paid cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. See “Dividend Policy.”

Use of proceeds:

We estimate that the net proceeds from this Offering will be approximately $9.750,000 if only the minimum of 1,250,00 shares is sold and approximately $35,750,000 if all 4,500,000 shares are purchased, after deducting Offering expenses. We expect to use the net proceeds from this Offering to fund preclinical and clinical trials of product candidates, continued HCAC small molecule technology platform development, working capital and general corporate purposes, as well as potential acquisition or in-licensing activities. See “Use of Proceeds.”

Proposed Nasdaq symbol:

“SHPH”

Risk Factors:

You should carefully read and consider the information set forth under “Risk Factors” and all other information included in this prospectus for a discussion of factors that you should consider before deciding to invest in shares of our common stock.

(1)

Includes 22,270 shares of our common stock which will be issued upon the first closing under this Offering upon the mandatory conversion of $120,250 in principal amount of the Company’s 7.5% Convertible Promissory Notes due August 31, 2018 (the “Convertible Notes”), which were issued in a private offering in August 2016. Does not include 7,500,000 shares of our common stock reserved for issuance under our 2016 Incentive Stock Plan.

SUMMARY FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Financial Statements and Notes thereto, included elsewhere in this prospectus.

	For the Years Ended December 31,						For the Nine Months Ended September 30,
Statement of Operations	2015			2014			2016			2015
							(Unaudited)			(Unaudited)
Revenue	$	-		$	-		$	-		$	-
Operating expenses
Research and development-net of contracts		214,519			280,665			121,705			232,163
General and administrative		77,140			51,258			126,477			32,500
Total operating expenses		291,659			331,923			248,182			264,663

Loss from operations		(291,659	)		(331,923	)		(248,182	)		(264,663	)

Other Income (expense)
Interest Income-related party		1,668			3,389			443			1,361
Interest expense		-			-			(1,106	)		-

Net loss	$	(289,991	)	$	(328,534	)	$	(248,845	)	$	(263,302	)

Balance Sheet

	As of
	December 31, 2015		September 30, 2016
			(unaudited)
ASSETS

Current assets
Cash and cash equivalents	$	128,837	$	120,091
Contract receivable		46,648		79,707
Note receivable-related party		24,728		4,912
Prepaid expenses		-		7,125

Total current assets		200,213		211,835

Property and equipment, net		54,096		44,573

Total Assets	$	254,309	$	256,408

LIABILITIES AND MEMBERS’ EQUITY

Current liabilities
Accrued expenses	$	4,577	$	68,445
Accrued interest payable		-		898
Note payable-related party		-		45,928

Total current liabilities	$	4,577	$	115,271

Total long term liabilities
Convertible notes payable		-		120,250

Total liabilities	$	-	$	235,521

Equity
Members equity	$	254,309	$	-
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares outstanding as of September 30, 2016		-		-
Common stock, $0.01 par value, 100,000,000 shares authorized, 45,000,000 shares issued and outstanding as of September 30, 2016		-		450,000
Additional paid-in capital		-		550,000	)
Retained earnings		-		(979,113	)
Total Stockholder’s equity		-		20,887
Total equity	$	254,309	$	256,408

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all the other information in this prospectus before you decide to buy our common stock. If any of the following risks related to our business actually occurs, our business, financial condition, operating results, and prospects would be adversely affected. The market price of our common stock could decline due to any of these risks and uncertainties related to our business, or related to an investment in our common stock, and you may lose part or all of your investment.

Risks Related to Our Business

Our success is primarily dependent on the successful development, regulatory approval and commercialization of our product candidates, all of which are in the early stages of development.

We currently have two clinical stage product candidates which are in the early stages of development, ropidoxuridine, which is undergoing an SBIR funded Phase 1 clinical trial at Lifespan/Rhode Island Hospital and doranidazole, which has been developed by Pola Pharma in Japan and for which certain clinical studies have been performed in Japan. None of our product candidates have gained marketing approval for sale in the United States or any other country, and we cannot guarantee that we will ever have marketable products. To date, we have invested substantially all of our efforts and financial resources in the research and development and commercial planning for our two current product candidates and our HDAC small molecule delivery platform. Our near-term prospects, including our ability to finance our Company and generate revenue, as well as our future growth, will depend heavily on the successful development, marketing approval and commercialization of our product candidates. The clinical and commercial success of product candidates will depend on a number of factors, including the following:

initiating and obtaining favorable results from our Phase 1 clinical trial for IPdR and proceeding to Phase 1(b), 2 and 3 clinical trials, which may be slower or cost more than we currently anticipate;

exercising our option to license doranidazole from Pola Pharma for further development and commercialization in the U.S, and subsequently implement a clinical trial program for this product candidate as;

even if our clinical trials are successful, there can be no assurance that the FDA will agree that we have satisfactorily demonstrated safety or efficacy or that the FDA will not raise new issues regarding the design of our clinical trials;

our ability to demonstrate the safety and efficacy of our product candidates to the satisfaction of the FDA;

whether we are required by the FDA to conduct additional clinical trials to support the approval of our product candidates;

the acceptance by the FDA of our proposed parameters for regulatory approval, including our proposed indication, endpoints and endpoint measurement tools relating to our product candidates;

the incidence, duration and severity of adverse side effects;

the timely receipt of necessary marketing approvals from the FDA;

whether we are able to secure collaborations for completing the development and, if approved, commercialization of our product candidates;

the effectiveness of our and our potential collaborators’ marketing, sales and distribution strategy and operations of product candidates that are approved;

our success in educating physicians and patients about the benefits, administration and use of our product candidates;

the ability of our third-party manufacturers and potential collaborators to manufacture clinical trial and commercial supplies of our product candidates to remain in good standing with regulatory bodies, and to develop, validate and maintain commercially viable manufacturing processes that are compliant with current Good Manufacturing Practices (“cGMP”) regulations;

our ability to successfully commercialize our product candidates, if approved for marketing;

our ability to enforce our intellectual property rights;

our ability to avoid third-party patent interference or patent infringement claims;

acceptance of our product candidates as safe and effective by patients and the medical community; and

a continued acceptable safety profile of our product candidates following approval.

Many of these factors are beyond our control. Accordingly, we cannot assure you that we will ever be able to generate revenue through the sale of our product candidates. Any one of these factors or other factors discussed in this prospectus could affect our ability to successfully commercialize product candidates, which could impact our ability to earn sufficient revenues to transition from a developmental stage company and continue our business. If we are not successful in obtaining marketing approval of and commercializing our product candidates, or are significantly delayed in doing so, our business will be materially harmed.

We have a limited operating history and have incurred significant losses since our inception, and we anticipate that we will continue to incur losses for the foreseeable future and may never achieve or maintain profitability.

We currently have no source of product sales revenue.

We have not generated any revenues from commercial sales of our product candidates. Our ability to generate product revenue depends upon our ability to successfully develop and commercialize products, including any of our current product candidates or other product candidates that we may develop, in-license or acquire in the future. We do not anticipate generating revenue from the sale of products for the foreseeable future. Our ability to generate future product revenue from our current or future product candidates also depends on a number of additional factors, including our ability to:

successfully complete research and clinical development of current and future product candidates, either directly or through collaborative relationships;

establish and maintain supply and manufacturing relationships with third parties, and ensure adequate and legally compliant manufacturing of bulk drug substances and drug products to maintain that supply;

obtain regulatory approval from relevant regulatory authorities in jurisdictions where we intend to market our product candidates, either directly or through collaborative relationships;

launch and commercialize future product candidates for which we obtain marketing approval, if any, through collaborative partners;

obtain coverage and adequate product reimbursement from third-party payors, including government payors;

achieve market acceptance for our products, if any;

establish, maintain and protect our intellectual property rights; and

Attract, hire and retain qualified personnel.

In addition, because of the numerous risks and uncertainties associated with clinical product development, including that our product candidates may not advance through development or achieve the endpoints of applicable clinical trials, we are unable to predict the timing or amount of any potential future product sales revenues. Our expenses also could increase beyond expectations if we decide to or are required by the FDA, or comparable foreign regulatory authorities, to perform studies or trials in addition to those that we currently anticipate. Even if we complete the development and regulatory processes described above, we anticipate incurring significant costs associated with launching and commercializing these products.

The market may not be receptive to our product candidates based on our novel therapeutic modality, and we may not generate any future revenue from the sale or licensing of product candidates.

Even if approval is obtained for a product candidate, we may not generate or sustain revenue from sales of the product due to factors such as whether the product can be sold at a competitive cost and otherwise accepted in the market. The product candidates that we are developing are based on a new delivery platform therapeutic approaches (there currently is no drug which has FDA approval for indications of radiation sensitization). Market participants with significant influence over acceptance of new treatments, such as physicians and third-party payors, may not accept our delivery platform, and we may not be able to convince the medical community and third-party payors to accept and use, or to provide favorable reimbursement for, any product candidates developed by us. Market acceptance of our product candidates will depend on, among other factors:

the timing of our receipt of any marketing and commercialization approvals;

the terms of any approvals and the countries in which approvals are obtained;

the safety and efficacy of our product candidates;

the prevalence and severity of any adverse side effects associated with our product candidates;

limitations or warnings contained in any labeling approved by the FDA or other regulatory authority;

relative convenience and ease of administration of our product candidates;

the success of our physician education programs;

the availability of adequate government and third-party payor reimbursement;

the pricing of our products, particularly as compared to alternative treatments; and

availability of alternative effective products for indications our product candidates are intended to treat.

We will require substantial additional financing to obtain marketing approval of our product candidates and commercialize our product candidates, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development, other operations or commercialization efforts.

Since our inception, substantially all of our resources have been dedicated to the preclinical and clinical development of our HDAC small molecule delivery platform and our initial two product candidates, ropidoxuridine and doranidazole. Our capital needs to date have been met by contributions from existing shareholders, as well as through private offerings of our securities and our SBIR contracts. We believe that we will continue to expend substantial resources for the foreseeable future on the completion of clinical development and regulatory preparedness of our product candidates, preparations for a commercial launch of our product candidates, if approved, and development of any other current or future product candidates we may choose to further develop. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, obtaining marketing approvals, and, if we are not able to enter into planned collaborations, manufacturing and supply as well as marketing and selling any products approved for sale. In addition, other unanticipated costs may arise. Because the outcome of any drug development process is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our current product candidates, if approved, or future product candidates, if any.

We estimate that our net proceeds from this Offering will be approximately $35,750,000, if all 4,500,000 shares offered hereby are offered and sold, less Offering expenses payable by us. We believe that such proceeds together with our existing capital resources, will be sufficient to fund our operations through 2021. However, our operating plan may change as a result of factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financing may result in dilution to shareholders, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

Our future capital requirements depend on many factors, including:

the scope, progress, results and costs of researching and developing our current product candidates, future product candidates and conducting preclinical and clinical trials;

the cost of commercialization activities if our current product candidates and future product candidates are approved for sale, including securing collaborative ventures for completing development of, securing marketing approval for and ultimately marketing, selling and distributing our product candidates, if approved or building a corporate infrastructure if we have to undertake these activities directly;

our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of such agreements;

the number and characteristics of any additional product candidates we may develop or acquire;

any product liability or other lawsuits related to our products or commenced against us;

the expenses needed to attract and retain skilled personnel;

the costs associated with being a public company;

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and

the timing, receipt and amount of sales of, or royalties on, any future approved products, if any.

Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we may be required to:

delay, limit, reduce or terminate preclinical studies, clinical trials or other development activities for our current product candidates or future product candidates, if any;

delay, limit, reduce or terminate our research and development activities; or

delay, limit, reduce or terminate our establishment of sales and marketing capabilities or other activities that may be necessary to commercialize our current or future product candidates.

Raising additional capital may cause dilution to our existing shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

We may seek additional capital through a combination of public and private equity offerings, debt financings, strategic collaborations and alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a shareholder. The incurrence of indebtedness would result in increased fixed payment obligations and could involve certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we raise additional funds through strategic collaborations and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or product candidates or grant licenses on terms unfavorable to us.

Our product candidates are in early stages of development and may fail in development or suffer delays that materially adversely affect their commercial viability.

We have no products on the market and all of our product candidates are in early stages of development. Our ability to achieve and sustain profitability depends on obtaining regulatory approvals, including institutional review board (“IRB”) approval, for and successfully commercializing our product candidates, either alone or with third parties. Before obtaining regulatory approval for the commercial distribution of our product candidates, we or a collaborator must conduct extensive preclinical tests and clinical trials to demonstrate the safety and efficacy in humans of our product candidates. Preclinical testing and clinical trials are expensive, difficult to design and implement, can take many years to complete and are uncertain as to outcome. The start or end of a clinical study is often delayed or halted due to changing regulatory requirements, manufacturing challenges, required clinical trial administrative actions, slower than anticipated patient enrollment, changing standards of care, availability or prevalence of use of a comparative drug or required prior therapy, clinical outcomes or financial constraints. For instance, delays or difficulties in patient enrollment or difficulties in retaining trial participants can result in increased costs, longer development times or termination of a clinical trial. Clinical trials of a new product candidate require the enrollment of a sufficient number of patients, including patients who are suffering from the disease the product candidate is intended to treat and who meet other eligibility criteria. Rates of patient enrollment are affected by many factors, including the size of the patient population, the eligibility criteria for the clinical trial, the age and condition of the patients, the stage and severity of disease, the nature of the protocol, the proximity of patients to clinical sites and the availability of effective treatments for the relevant disease.

A product candidate can unexpectedly fail at any stage of preclinical and clinical development. The historical failure rate for product candidates is high due to scientific feasibility, safety, efficacy, changing standards of medical care and other variables. The results from preclinical testing or early clinical trials of a product candidate may not predict the results that will be obtained in later phase clinical trials of the product candidate. We, the FDA or other applicable regulatory authorities may suspend clinical trials of a product candidate at any time for various reasons, including a belief that subjects participating in such trials are being exposed to unacceptable health risks or adverse side effects. We may not have the financial resources to continue development of, or to enter into collaborations for, a product candidate if we experience any problems or other unforeseen events that delay or prevent regulatory approval of, or our ability to commercialize, product candidates, including:

negative or inconclusive results from our clinical trials or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional preclinical testing or clinical trials or abandon a program;

serious and unexpected drug-related side effects experienced by participants in our clinical trials or by individuals using drugs similar to our product candidates;

delays in submitting an Investigational New Drug application (“IND”) or delays or failure in obtaining the necessary approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced;

conditions imposed by the FDA or comparable foreign authorities regarding the scope or design of our clinical trials;

delays in enrolling research subjects in clinical trials;

high drop-out rates of research subjects;

	·	greater than anticipated clinical trial costs;

	·	poor effectiveness of our product candidates during clinical trials;

unfavorable FDA or other regulatory agency inspection and review of a clinical trial site;

failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner, or at all;

delays and changes in regulatory requirements, policy and guidelines, including the imposition of additional regulatory oversight around clinical testing generally or with respect to our technology in particular; or

varying interpretations of data by the FDA and similar foreign regulatory agencies.

If third parties on which we depend to conduct our preclinical studies, or any future clinical trials, do not perform as contractually required, fail to satisfy regulatory or legal requirements or miss expected deadlines, our development program could be delayed with materially adverse effects on our business, financial condition, results of operations and prospects.

We are relying on a third party collaborator to conduct our Phase 1 clinical trial for ropidoxuridine and plan to rely on third party clinical investigators, contract research organizations (“CROs”), clinical data management organizations and consultants to design, conduct, supervise and monitor preclinical studies of our product candidates and will do the same for any clinical trials. Because we plan to largely rely on third parties and do not have the ability to conduct preclinical studies or clinical trials independently, we have less control over the timing, quality and other aspects of preclinical studies and clinical trials than we would if we conducted them on our own. These investigators, CROs and consultants are not our employees and we have limited control over the amount of time and resources that they dedicate to our programs. These third parties may have contractual relationships with other entities, some of which may be our competitors, which may draw time and resources from our programs. The third parties with whom we contract might not be diligent, careful or timely in conducting our preclinical studies or clinical trials, resulting in the preclinical studies or clinical trials being delayed or unsuccessful.

If we cannot contract with acceptable third parties on commercially reasonable terms, or at all, or if these third parties do not carry out their contractual duties, satisfy legal and regulatory requirements for the conduct of preclinical studies or clinical trials or meet expected deadlines, our clinical development programs could be delayed and otherwise adversely affected. In all events, we are responsible for ensuring that each of our preclinical studies and clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. The FDA requires clinical trials to be conducted in accordance with good clinical practices, including for conducting, recording and reporting the results of preclinical studies and clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of clinical trial participants are protected. Our reliance on third parties that we do not control does not relieve us of these responsibilities and requirements. Any such event could have a material adverse effect on our business, financial condition, results of operations and prospects.

Because we rely on third party manufacturing and supply partners, our supply of research and development, preclinical and clinical development materials may become limited or interrupted or may not be of satisfactory quantity or quality.

We rely on third party supply and manufacturing partners to supply the materials and components for, and manufacture, our research and development, preclinical and clinical trial drug supplies. We do not own manufacturing facilities or supply sources for such components and materials. There can be no assurance that our supply of research and development, preclinical and clinical development drugs and other materials will not be limited, interrupted, restricted in certain geographic regions or of satisfactory quality or continue to be available at acceptable prices. In particular, any replacement of any drug product formulation manufacturer we may use could require significant effort and expertise if there are a limited number of qualified replacements for a particular product candidate.

The manufacturing process for a product candidate is subject to FDA and foreign regulatory authority review. Suppliers and manufacturers must meet applicable manufacturing requirements and undergo rigorous facility and process validation tests required by regulatory authorities in order to comply with regulatory standards, such as current cGMP. In the event that any of our suppliers or manufacturers fails to comply with such requirements or to perform its obligations to us in relation to quality, timing or otherwise, or if our supply of components or other materials becomes limited or interrupted for other reasons, we may be forced to manufacture the materials ourselves, for which we currently do not have the capabilities or resources, or enter into an agreement with another third party, which we may not be able to do on reasonable terms, if at all. In some cases, the technical skills or technology required to manufacture our product candidates may be unique or proprietary to the original manufacturer and we may have difficulty, or there may be contractual restrictions prohibiting us from, transferring such skills or technology to another third party and a feasible alternative may not exist. These factors would increase our reliance on such manufacturer or require us to obtain a license from such manufacturer in order to have another third party manufacture our product candidates. If we are required to change manufacturers for any reason, we will be required to verify that the new manufacturer maintains facilities and procedures that comply with quality standards and with all applicable regulations and guidelines. The delays associated with the verification of a new manufacturer could negatively affect our ability to develop product candidates in a timely manner or within budget.

We expect to continue to rely on third party manufacturers if we receive regulatory approval for any product candidate. To the extent that we have existing, or enter into future, manufacturing arrangements with third parties, we will depend on these third parties to perform their obligations in a timely manner consistent with contractual and regulatory requirements, including those related to quality control and assurance. If we are unable to obtain or maintain third-party manufacturing for product candidates, or to do so on commercially reasonable terms, we may not be able to develop and commercialize our product candidates successfully. Our or a third party’s failure to execute on our manufacturing requirements could adversely affect our business in a number of ways, including:

an inability to initiate or continue clinical trials of product candidates under development;

delay in submitting regulatory applications, or receiving regulatory approvals, for product candidates;

loss of the cooperation of a collaborator;

subjecting our product candidates to additional inspections by regulatory authorities;

requirements to cease distribution or to recall batches of our product candidates; and

in the event of approval to market and commercialize a product candidate, an inability to meet commercial demands for our products.

We may not successfully engage in strategic transactions, including any collaborations we seek, which could adversely affect our ability to develop and commercialize product candidates, impact our cash position, increase our expense and present significant distractions to our management.

From time to time, we may consider strategic transactions, such as collaborations, acquisitions of companies, asset purchases and out- or in-licensing of product candidates or technologies. In particular, , we will evaluate and, if strategically attractive, seek to enter into additional collaborations, including with major biotechnology or pharmaceutical companies to complete development of and market our product candidates, if approved. The competition for collaborators is intense, and the negotiation process is time-consuming and complex. Any proposed collaboration may be on terms that are not optimal for us, and we may not be able to maintain any new or existing collaboration if, for example, development or approval of a product candidate is delayed, sales of an approved product candidate do not meet expectations or the collaborator terminates the collaboration. Any such collaboration, or other strategic transaction, may require us to incur non-recurring or other charges, increase our near- and long-term expenditures and pose significant integration or implementation challenges or disrupt our management or business. These transactions would entail numerous operational and financial risks, including exposure to unknown liabilities, disruption of our business and diversion of our management’s time and attention in order to manage a collaboration or develop acquired products, product candidates or technologies, incurrence of substantial debt or dilutive issuances of equity securities to pay transaction consideration or costs, higher than expected collaboration, acquisition or integration costs, write-downs of assets or goodwill or impairment charges, increased amortization expenses, difficulty and cost in facilitating the collaboration or combining the operations and personnel of any acquired business, impairment of relationships with key suppliers, manufacturers or customers of any acquired business due to changes in management and ownership and the inability to retain key employees of any acquired business. Accordingly, although there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, any transactions that we do complete may be subject to the foregoing or other risks and have a material adverse effect on our business, results of operations, financial condition and prospects. Conversely, any failure to enter any collaboration or other strategic transaction that would be beneficial to us could delay the development and potential commercialization of our product candidates and have a negative impact on the competitiveness of any product candidate that reaches market.

We face competition from entities that have developed or may develop product candidates for our target disease indications, including companies developing novel treatments and technology platforms based on modalities and technology similar to ours. If these companies develop technologies or product candidates more rapidly than we do or their technologies, including delivery technologies, are more effective, our ability to develop and successfully commercialize product candidates may be adversely affected.

The development and commercialization of drugs is highly competitive. We compete with a variety of multinational pharmaceutical companies and specialized biotechnology companies, as well as technology being developed at universities and other research institutions. Our competitors have developed, are developing or will develop product candidates and processes competitive with our product candidates. Competitive therapeutic treatments include those that have already been approved and accepted by the medical community and any new treatments that enter the market. We believe that a significant number of products are currently under development, and may become commercially available in the future, for the treatment of conditions for which we may try to develop product candidates.

Many of our competitors have significantly greater financial, technical, manufacturing, marketing, sales and supply resources or experience than we have. If we successfully obtain approval for any product candidate, we will face competition based on many different factors, including the safety and effectiveness of our products, the ease with which our products can be administered and the extent to which patients accept relatively new routes of administration, the timing and scope of regulatory approvals for these products, the availability and cost of manufacturing, marketing and sales capabilities, price, reimbursement coverage and patent position. Competing products could present superior treatment alternatives, including by being more effective, safer, less expensive or marketed and sold more effectively than any products we may develop. Competitive products may make any products we develop obsolete or noncompetitive before we recover the expense of developing and commercializing our product candidates. Such competitors could also recruit our employees, which could negatively impact our level of expertise and our ability to execute our business plan.

Any inability to attract and retain qualified key management and technical personnel would impair our ability to implement our business plan.

Our success largely depends on the continued service of key management and other specialized personnel, including Anatoly Dritschilo, M.D., our chief executive officer, Milton Brown, M.D., Ph.D., our chief scientific officer for chemistry, Mira Jung, Ph.D., our chief scientific officer for biology, Theodore Phillips, M.D., our clinical director and Peter Dritschilo, our president and chief financial officer. The loss of one or more members of our management team or other key employees or advisors could delay our research and development programs and materially harm our business, financial condition, results of operations and prospects. The relationships that our key managers have cultivated within our industry make us particularly dependent upon their continued employment with us. We are dependent on the continued service of our technical personnel because of the highly technical nature of our product candidates and technologies and the specialized nature of the regulatory approval process. Because our management team and key employees are not obligated to provide us with continued service, they could terminate their employment with us at any time without penalty. We do not maintain key person life insurance policies on any of our management team members or key employees. Our future success will depend in large part on our continued ability to attract and retain other highly qualified scientific, technical and management personnel, as well as personnel with expertise in clinical testing, manufacturing, governmental regulation and commercialization. We face competition for personnel from other companies, universities, public and private research institutions, government entities and other organizations.

If our product candidates advance into Phase 2 and 3 clinical trials, we may experience difficulties in managing our growth and expanding our operations.

We have limited experience in drug development and have not begun clinical trials for any of our product candidates, other than a Phase 1 clinical trial for ropidoxuridine As our product candidates enter and advance through preclinical studies and any clinical trials, we will need to expand our development, regulatory and manufacturing capabilities or contract with other organizations to provide these capabilities for us. In the future, we expect to have to manage additional relationships with collaborators or partners, suppliers and other organizations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, reporting systems and procedures. We may not be able to implement improvements to our management information and control systems in an efficient or timely manner and may discover deficiencies in existing systems and controls.

If any of our product candidates are approved for marketing and commercialization and we are unable to develop sales, marketing and distribution capabilities on our own or enter into agreements with third parties to perform these functions on acceptable terms, we will be unable to commercialize successfully any such future products.

We currently have no sales, marketing or distribution capabilities or experience. If any of our product candidates is approved, we plan to enter into collaborations with third parties to sell, market and distribute our products. In the alternative, we would have to develop internal sales, marketing and distribution capabilities to commercialize any approved product, which would be expensive and time-consuming, or, as is more likely, enter into collaborations with third parties to perform these services. If we rely on third parties with sales, marketing and distribution capabilities to market our products or decide to co-promote products with collaborators, we will need to establish and maintain marketing and distribution arrangements with third parties, and there can be no assurance that we will be able to enter into such arrangements on acceptable terms or at all. In entering into third-party marketing or distribution arrangements, any revenue we receive will depend upon the efforts of the third parties and there can be no assurance that such third parties will establish adequate sales and distribution capabilities or be successful in gaining market acceptance of any approved product. If we decide to market our products directly, we will need to commit significant financial and managerial resources to develop a marketing and sales force with technical expertise and supporting distribution, administration and compliance capabilities. If we are not successful in commercializing any product approved in the future, either on our own or through third parties, our business, financial condition, results of operations and prospects could be materially adversely affected.

If we fail to comply with U.S. and foreign regulatory requirements, regulatory authorities could limit or withdraw any marketing or commercialization approvals we may receive and subject us to other penalties that could materially harm our business.

Even if we receive marketing and commercialization approval of a product candidate, as to which there can be no assurance we will be subject to continuing regulatory review, including in relation to adverse patient experiences with the product and clinical results that are reported after a product is made commercially available, both in the U.S. and any foreign jurisdiction in which we seek regulatory approval. The FDA has significant post-market authority, including the authority to require labeling changes based on new safety information and to require post-market studies or clinical trials to evaluate safety risks related to the use of a product or to require withdrawal of the product from the market. The FDA also has the authority to require a risk evaluation and mitigation strategies (“REMS”) plan after approval, which may impose further requirements or restrictions on the distribution or use of an approved drug. The manufacturer and manufacturing facilities we use to make a future product, if any, will also be subject to periodic review and inspection by the FDA and other regulatory agencies, including for continued compliance with cGMP requirements. The discovery of any new or previously unknown problems with our third-party manufacturers, manufacturing processes or facilities may result in restrictions on the product, manufacturer or facility, including withdrawal of the product from the market. If we rely on third-party manufacturers, we will not have control over compliance with applicable rules and regulations by such manufacturers. Any product promotion and advertising will also be subject to regulatory requirements and continuing regulatory review. If we or our collaborators, manufacturers or service providers fail to comply with applicable continuing regulatory requirements in the U.S. or foreign jurisdictions in which we seek to market our products, we or they may be subject to, among other things, fines, warning letters, holds on clinical trials, refusal by the FDA to approve pending applications or supplements to approved applications, suspension or withdrawal of regulatory approval, product recalls and seizures, refusal to permit the import or export of products, operating restrictions, injunction, civil penalties and criminal prosecution.

Our business entails a significant risk of product liability and our ability to obtain sufficient insurance coverage could have a material effect on our business, financial condition, results of operations or prospects.

Our business exposes us to significant product liability risks inherent in the development, testing, manufacturing and marketing of therapeutic treatments. Product liability claims could delay or prevent completion of our development programs. If we succeed in marketing products, such claims could result in an FDA investigation of the safety and effectiveness of our products, our manufacturing processes and facilities or our marketing programs and potentially a recall of our products or more serious enforcement action, limitations on the approved indications for which they may be used or suspension or withdrawal of approvals. Regardless of the merits or eventual outcome, liability claims may also result in decreased demand for our products, injury to our reputation, costs to defend the related litigation, a diversion of management’s time and our resources, substantial monetary awards to trial participants or patients and a decline in our stock price. We currently have product liability insurance that we believe is appropriate for our stage of development and may need to obtain higher levels prior to marketing any of our product candidates. Any insurance we have or may obtain may not provide sufficient coverage against potential liabilities. Furthermore, clinical trial and product liability insurance is becoming increasingly expensive. As a result, we may be unable to obtain sufficient insurance at a reasonable cost to protect us against losses caused by product liability claims that could have a material adverse effect on our business.

Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with FDA regulations, provide accurate information to the FDA, comply with manufacturing standards we may establish, comply with federal and state healthcare fraud and abuse laws and regulations, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. It is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.

Our internal computer systems, or those of our CROs or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our product development programs.

Despite the implementation of security measures, our internal computer systems and those of our CROs and other contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. Such events could cause interruptions of our operations. For instance, the loss of preclinical data or data from any future clinical trial involving our product candidates could result in delays in our development and regulatory filing efforts and significantly increase our costs. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the development of our product candidates could be delayed.

If we do not comply with laws regulating the protection of the environment and health and human safety, our business could be adversely affected.

Our research, development and manufacturing involve the use of hazardous materials and various chemicals. We maintain quantities of various flammable and toxic chemicals in our facilities in Germantown, Maryland that are required for our research, development and manufacturing activities. We are subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. We believe our procedures for storing, handling and disposing these materials in our Germantown facilities comply with the relevant guidelines of Germantown, the State of Maryland and the Occupational Safety and Health Administration of the U.S. Department of Labor. Although we believe that our safety procedures for handling and disposing of these materials comply with the standards mandated by applicable regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. If an accident occurs, we could be held liable for resulting damages, which could be substantial. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of animals and biohazardous materials. Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of these materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological or hazardous materials. Additional federal, state and local laws and regulations affecting our operations may be adopted in the future. We may incur substantial costs to comply with, and substantial fines or penalties if we violate any of these laws or regulations.

Our information technology systems could face serious disruptions that could adversely affect our business.

Our information technology and other internal infrastructure systems, including corporate firewalls, servers, leased lines and connection to the Internet, face the risk of systemic failure that could disrupt our operations. A significant disruption in the availability of our information technology and other internal infrastructure systems could cause interruptions in our collaborations with our partners and delays in our research and development work.

Changes in accounting rules and regulations, or interpretations thereof, could result in unfavorable accounting charges or require us to change our compensation policies.

Accounting methods and policies for pharmaceutical companies, including policies governing revenue recognition, research and development and related expenses and accounting for stock-based compensation, are subject to review, interpretation and guidance from relevant accounting authorities, including the SEC. Changes to accounting methods or policies, or interpretations thereof, may require us to reclassify, restate or otherwise change or revise our financial statements, including those contained in this prospectus.

Risks Related to Intellectual Property

If we are not able to obtain and enforce patent protection for our technologies or product candidates, development and commercialization of our product candidates may be adversely affected.

Our success depends in part on our ability to obtain and maintain patents and other forms of intellectual property rights, including in-licenses of intellectual property rights of others, for our product candidates, methods used to manufacture our product candidates and methods for treating patients using our product candidates, as well as our ability to preserve our trade secrets, to prevent third parties from infringing upon our proprietary rights and to operate without infringing upon the proprietary rights of others. As of the date of this prospectus, we have filed four patent applications with the U.S. Patent and Trademark Office (the “USPTO”) with respect to various aspects of our HCAC small molecule delivery platform and ropidoxuridine, our lead product candidate. In addition, upon exercising our option to license doranidazole from Pola Pharma, we will also obtain the U.S. rights to patents and patent applications filed by Pola Pharma with respect thereto. We may not be able to apply for patents on certain aspects of our product candidates or delivery technologies in a timely fashion or at all. There is no guarantee that any of our pending patent applications will result in issued or granted patents, that any of our issued, granted or licensed patents will not later be found to be invalid or unenforceable or that any issued, granted or licensed patents will include claims that are sufficiently broad to cover our product candidates or delivery technologies or to provide meaningful protection from our competitors. Moreover, the patent position of specialty pharmaceutical companies can be highly uncertain because it involves complex legal and factual questions. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our current and future proprietary technology and product candidates are covered by valid and enforceable patents or are effectively maintained as trade secrets. If third parties disclose or misappropriate our proprietary rights, it may materially and adversely impact our position in the market.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other requirements during the patent process. There are situations in which noncompliance can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to enter the market earlier than would otherwise have been the case. The standards applied by the USPTO and foreign patent offices in granting patents are not always applied uniformly or predictably. For example, there is no uniform worldwide policy regarding patentable subject matter or the scope of claims allowable in pharmaceutical patents. As such, we do not know the degree of future protection that we will have on our proprietary products and technology. While we will endeavor to try to protect our product candidates with intellectual property rights such as patents, as appropriate, the process of obtaining patents is time-consuming, expensive and sometimes unpredictable.

Once granted, patents may remain open to opposition, interference, re-examination, post-grant review, inter partes review, nullification or derivation action in court or before patent offices or similar proceedings for a given period after allowance or grant, during which time third parties can raise objections against such initial grant. In the course of such proceedings, which may continue for a protracted period of time, the patent owner may be compelled to limit the scope of the allowed or granted claims thus attacked, or may lose the allowed or granted claims altogether. In addition, there can be no assurance that:

others will not or may not be able to make, use or sell compounds that are the same as or similar to our product candidates but that are not covered by the claims of the patents that we own or license;

we or our licensors, collaborators or any future collaborators are the first to make the inventions covered by each of our issued patents and pending patent applications that we own or license;

we or our licensors, collaborators or any future collaborators are the first to file patent applications covering certain aspects of our inventions;

others will not independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

A third party may not challenge our patents and, if challenged, a court may not hold that our patents are valid, enforceable and infringed;

any issued patents that we own or have licensed will provide us with any competitive advantages, or will not be challenged by third parties;

we may develop additional proprietary technologies that are patentable;.

the patents of others will not have an adverse effect on our business; and

our competitors do not conduct research and development activities in countries where we do not have enforceable patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets.

We intend to license patent rights from third-party owners or licensees. If such owners or licensees do not properly or successfully obtain, maintain or enforce the patents underlying such licenses, or if they retain or license to others any competing rights, our competitive position and business prospects may be adversely affected.

In connection with our planned license of doranidazole from Pola Pharma and in other future in-licensing opportunities, we will likely rely on intellectual property rights licensed from third parties to protect our technology. Our success will depend in part on the ability of Pola Pharma and any future licensors to obtain, maintain and enforce patent protection for our licensed intellectual property, in particular, those patents to which we have secured exclusive rights. Our licensors may not successfully prosecute the patent applications licensed to us. Even if patents issue or are granted, our licensors may fail to maintain these patents, may determine not to pursue litigation against other companies that are infringing these patents, or may pursue litigation less aggressively than we would. Further, we may not obtain exclusive rights, which would allow for third parties to develop competing products. Without protection for, or exclusive right to, the intellectual property we license, other companies might be able to offer substantially identical products for sale, which could adversely affect our competitive business position and harm our business prospects. In addition, we may sublicense our rights under third-party licenses to future collaborators or strategic partners. Any impairment of these sublicensed rights could result in termination of an agreement by one or more of any future collaborators or strategic partners.

We may not be able to protect our intellectual property rights throughout the world.

Obtaining a valid and enforceable issued or granted patent covering our technology in the U.S. and worldwide can be extremely costly. In jurisdictions where we have not obtained patent protection, competitors may use our technology to develop their own products and further, may export otherwise infringing products to territories where we have patent protection, but where it is more difficult to enforce a patent as compared to the U.S. Competitor products may compete with our future products in jurisdictions where we do not have issued or granted patents or where our issued or granted patent claims or other intellectual property rights are not sufficient to prevent competitor activities in these jurisdictions. The legal systems of certain countries, particularly certain developing countries, make it difficult to enforce patents and such countries may not recognize other types of intellectual property protection, particularly that relating to biopharmaceuticals. This could make it difficult for us to prevent the infringement of patents or marketing of competing products in violation of our proprietary rights generally in certain jurisdictions. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

We generally file a provisional patent application first (a priority filing) at the USPTO. A U.S. utility application and international application under the Patent Cooperation Treaty (PCT) are usually filed within twelve months after the priority filing. Based on the PCT filing, national and regional patent applications may be filed in the European Union, Japan, Australia and Canada and, depending on the individual case, also in any or all of, inter alia, China, India, South Korea, Singapore, Taiwan and South Africa. We have so far not filed for patent protection in all national and regional jurisdictions where such protection may be available. In addition, we may decide to abandon national and regional patent applications before grant. Finally, the grant proceeding of each national or regional patent is an independent proceeding which may lead to situations in which applications might in some jurisdictions be refused by the relevant registration authorities, while granted by others. It is also quite common that depending on the country, various scopes of patent protection may be granted on the same product candidate or technology. The laws of some jurisdictions do not protect intellectual property rights to the same extent as the laws in the U.S., and many companies have encountered significant difficulties in protecting and defending such rights in such jurisdictions. If we or our licensors encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights may be diminished and we may face additional competition from others in those jurisdictions. Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position in the relevant jurisdiction may be impaired and our business and results of operations may be adversely affected.

We or our licensors, or any future collaborators or a strategic partners may become subject to third party claims or litigation alleging infringement of patents or other proprietary rights or seeking to invalidate patents or other proprietary rights, and we may need to resort to litigation to protect or enforce our patents or other proprietary rights, all of which could be costly, time consuming, delay or prevent the development and commercialization of our product candidates, or put our patents and other proprietary rights at risk.

We or our licensors, or any future collaborators or strategic partners may be subject to third-party claims for infringement or misappropriation of patent or other proprietary rights. We are generally obligated under our license or collaboration agreements to indemnify and hold harmless our licensors or collaborator for damages arising from intellectual property infringement by us. If we or our licensors, or any future collaborators or strategic partners are found to infringe a third party patent or other intellectual property rights, we could be required to pay damages, potentially including treble damages, if we are found to have willfully infringed. In addition, we or our licensors, collaborators or any future strategic partners may choose to seek, or be required to seek, a license from a third party, which may not be available on acceptable terms, if at all. Even if a license can be obtained on acceptable terms, the rights may be non-exclusive, which could give our competitors access to the same technology or intellectual property rights licensed to us. If we fail to obtain a required license, we or our collaborator, or any future collaborator, may be unable to effectively market product candidates based on our technology, which could limit our ability to generate revenue or achieve profitability and possibly prevent us from generating revenue sufficient to sustain our operations. In addition, we may find it necessary to pursue claims or initiate lawsuits to protect or enforce our patent or other intellectual property rights. The cost to us in defending or initiating any litigation or other proceeding relating to patent or other proprietary rights, even if resolved in our favor, could be substantial, and litigation would divert our management’s attention. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could delay our research and development efforts and limit our ability to continue our operations.

If we were to initiate legal proceedings against a third party to enforce a patent covering one of our products or our technology, the defendant could counterclaim that our patent is invalid or unenforceable. In patent litigation in the U.S., defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, for example, lack of novelty, obviousness or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. The outcome following legal assertions of invalidity and unenforceability during patent litigation is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we and the patent examiner were unaware during prosecution. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on one or more of our products or certain aspects of our platform technology. Such a loss of patent protection could have a material adverse impact on our business. Patents and other intellectual property rights also will not protect our technology if competitors design around our protected technology without legally infringing our patents or other intellectual property rights.

Intellectual property rights of third parties could adversely affect our ability to commercialize our product candidates, and we might be required to litigate or obtain licenses from third parties in order to develop or market our product candidates. Such litigation or licenses could be costly or not available on commercially reasonable terms.

Our competitive position may suffer if patents issued to third parties or other third party intellectual property rights cover our products or elements thereof, or our manufacture or uses relevant to our development plans. In such cases, we may not be in a position to develop or commercialize products or product candidates unless we successfully pursue litigation to nullify or invalidate the third party intellectual property right concerned, or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms.

Third party intellectual property right holders may also actively bring infringement claims against us. We cannot guarantee that we will be able to successfully settle or otherwise resolve such infringement claims. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in marketing our products. If we fail in any such dispute, in addition to being forced to pay damages, we may be temporarily or permanently prohibited from commercializing any of our product candidates that are held to be infringing. We might, if possible, also be forced to redesign product candidates so that we no longer infringe the third party intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.

If we fail to comply with our obligations under any license, collaboration or other agreements, we may be required to pay damages and could lose intellectual property rights that are necessary for developing and protecting our product candidates and delivery technologies or we could lose certain rights to grant sublicenses.

Our current licenses impose, and any future licenses we enter into are likely to impose, various development, commercialization, funding, milestone, royalty, diligence, sublicensing, insurance, patent prosecution and enforcement, and other obligations on us. If we breach any of these obligations, or use the intellectual property licensed to us in an unauthorized manner, we may be required to pay damages and the licensor may have the right to terminate the license, which could result in us being unable to develop, manufacture and sell products that are covered by the licensed technology or enable a competitor to gain access to the licensed technology. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, while we cannot currently determine the amount of the royalty obligations we would be required to pay on sales of future products, if any, the amounts may be significant. The amount of our future royalty obligations will depend on the technology and intellectual property we use in products that we successfully develop and commercialize, if any. Therefore, even if we successfully develop and commercialize products, we may be unable to achieve or maintain profitability.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be

harmed.

In addition to seeking patent protection for certain aspects of our product candidates and delivery technologies, we also consider trade secrets, including confidential and unpatented know-how important to the maintenance of our competitive position. We protect trade secrets and confidential and unpatented know-how, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to such knowledge, such as our employees, corporate collaborators, outside scientific collaborators, CROs, contract manufacturers, consultants, advisors and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants that obligate them to maintain confidentiality and assign their inventions to us. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts in the U.S. and certain foreign jurisdictions are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

We may be subject to claims that we or our employees or consultants have wrongfully used or disclosed alleged trade secrets of our employees’ or consultants’ former employers or their clients. These claims may be costly to defend and if we do not successfully do so, we may be required to pay monetary damages and may lose valuable intellectual property rights or personnel.

Many of our employees were previously employed at universities or biotechnology or pharmaceutical companies, including our competitors or potential competitors. Although no claims against us are currently pending, we may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key research personnel or their work product could hamper our ability to commercialize, or prevent us from commercializing, our product candidates, which could severely harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names or may be forced to stop using these names, which we need for name recognition by potential partners or customers in our markets of interest. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.

Risks Related to Government Regulation

We may be unable to obtain U.S. or foreign regulatory approval and, as a result, unable to commercialize our product candidates.

Our product candidates are subject to extensive governmental regulations relating to, among other things, research, testing, development, manufacturing, safety, efficacy, approval, recordkeeping, reporting, labeling, storage, packaging, advertising and promotion, pricing, marketing and distribution of drugs. Rigorous preclinical testing and clinical trials and an extensive regulatory approval process are required to be successfully completed in the U.S. and in many foreign jurisdictions before a new drug can be marketed. Satisfaction of these and other regulatory requirements is costly, time consuming, uncertain and subject to unanticipated delays. It is possible that none of the product candidates we may develop will obtain the regulatory approvals necessary for us or our collaborators to begin selling them.

We have very limited experience in conducting and managing the clinical trials necessary to obtain regulatory approvals, including approval by the FDA. The time required to obtain FDA and other approvals is unpredictable but typically takes many years following the commencement of clinical trials, depending upon the type, complexity and novelty of the product candidate. The standards that the FDA and its foreign counterparts use when regulating us are not always applied predictably or uniformly and can change. Any analysis we perform of data from preclinical and clinical activities is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. We may also encounter unexpected delays or increased costs due to new government regulations, for example, from future legislation or administrative action, or from changes in FDA policy during the period of product development, clinical trials and FDA regulatory review. It is impossible to predict whether legislative changes will be enacted, or whether FDA or foreign regulations, guidance or interpretations will be changed, or what the impact of such changes, if any, may be.

Any delay or failure in obtaining required approvals could have a material adverse effect on our ability to generate revenues from the particular product candidate for which we are seeking approval. Furthermore, any regulatory approval to market a product may be subject to limitations on the approved uses for which we may market the product or the labeling or other restrictions. In addition, the FDA has the authority to require a Risk Evaluation and Mitigation Strategy (REMS) plan as part of an NDA or biologics license application (BLA) or after approval, which may impose further requirements or restrictions on the distribution or use of an approved drug or biologic, such as limiting prescribing to certain physicians or medical centers that have undergone specialized training, limiting treatment to patients who meet certain safe-use criteria and requiring treated patients to enroll in a registry. These limitations and restrictions may limit the size of the market for the product and affect reimbursement by third-party payors.

If we or our collaborators, manufacturers or service providers fail to comply with healthcare laws and regulations, we or they could be subject to enforcement actions, which could affect our ability to develop, market and sell our products and may harm our reputation.

We and our collaborators are subject to federal, state, and foreign healthcare laws and regulations pertaining to fraud and abuse and patients’ rights. These laws and regulations include:

the U.S. federal healthcare program anti-kickback law, which prohibits, among other things, persons from soliciting, receiving or providing remuneration, directly or indirectly, to induce either the referral of an individual for a healthcare item or service, or the purchasing or ordering of an item or service, for which payment may be made under a federal healthcare program such as Medicare or Medicaid;

the U.S. federal false claims law, which prohibits, among other things, individuals or entities from knowingly presenting or causing to be presented, claims for payment by government funded programs such as Medicare or Medicaid that are false or fraudulent, and which may apply to us by virtue of statements and representations made to customers or third parties;

the U.S. federal Health Insurance Portability and Accountability Act (HIPAA) and Health Information Technology for Economic and Clinical Health (HITECH) Act, which prohibit executing a scheme to defraud healthcare programs, impose requirements relating to the privacy, security, and transmission of individually identifiable health information, and require notification to affected individuals and regulatory authorities of certain breaches of security of individually identifiable health information;

the federal Open Payments regulations under the National Physician Payment Transparency Program have been issued under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, and will require that manufacturers of pharmaceutical and biological drugs covered by Medicare, Medicaid, and Children’s Health Insurance Programs report all consulting fees, travel reimbursements, research grants, and other payments or gifts with values over $10 made to physicians and teaching hospitals; and

state laws comparable to each of the above federal laws, such as, for example, anti-kickback and false claims laws applicable to commercial insurers and other non-federal payors, requirements for mandatory corporate regulatory compliance programs, and laws relating to patient data privacy and security.

If our operations are found to be in violation of any such requirements, we may be subject to penalties, including civil or criminal penalties, monetary damages, the curtailment or restructuring of our operations, loss of eligibility to obtain approvals from the FDA, or exclusion from participation in government contracting, healthcare reimbursement or other government programs, including Medicare and Medicaid, any of which could adversely our financial results. Although effective compliance programs can mitigate the risk of investigation and prosecution for violations of these laws, these risks cannot be entirely eliminated. Any action against us for an alleged or suspected violation could cause us to incur significant legal expenses and could divert our management’s attention from the operation of our business, even if our defense is successful. In addition, achieving and sustaining compliance with applicable laws and regulations may be costly to us in terms of money, time and resources.

If we or our collaborators, manufacturers or service providers fail to comply with applicable federal, state or foreign laws or regulations, we could be subject to enforcement actions, which could affect our ability to develop, market and sell our products successfully and could harm our reputation and lead to reduced acceptance of our products by the market. These enforcement actions include, among others:

adverse regulatory inspection findings;

	·	warning letters;

	·	voluntary or mandatory product recalls or public notification or medical product safety alerts to healthcare professionals;

restrictions on, or prohibitions against, marketing our products;

restrictions on, or prohibitions against, importation or exportation of our products;

suspension of review or refusal to approve pending applications or supplements to approved applications;

exclusion from participation in government-funded healthcare programs;

exclusion from eligibility for the award of government contracts for our products;

suspension or withdrawal of product approvals;

product seizures;

injunctions; and

civil and criminal penalties and fines.

Any drugs we develop may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, thereby harming our business.

The regulations that govern marketing approvals, pricing and reimbursement for new drugs vary widely from country to country. Some countries require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. Although we intend to monitor these regulations, our programs are currently in the early stages of development and we will not be able to assess the impact of price regulations for a number of years. As a result, we might obtain regulatory approval for a product in a particular country, but then be subject to price regulations that delay our commercial launch of the product and negatively impact the revenues we are able to generate from the sale of the product in that country.

Our ability to commercialize any products successfully also will depend in part on the extent to which reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. Even if we succeed in bringing one or more products to the market, these products may not be considered cost-effective, and the amount reimbursed for any products may be insufficient to allow us to sell our products on a competitive basis. Because our programs are in the early stages of development, we are unable at this time to determine their cost effectiveness or the likely level or method of reimbursement. Increasingly, the third-party payors who reimburse patients or healthcare providers, such as government and private insurance plans, are requiring that drug companies provide them with predetermined discounts from list prices, and are seeking to reduce the prices charged or the amounts reimbursed for pharmaceutical products. If the price we are able to charge for any products we develop, or the reimbursement provided for such products, is inadequate in light of our development and other costs, our return on investment could be adversely affected.

Our current product candidates will need to be administered under the supervision of a physician on an outpatient basis. Under currently applicable U.S. law, certain drugs that are not usually self-administered (including injectable drugs) may be eligible for coverage under the Medicare Part B program if:

they are incident to a physician’s services;

	·	they are reasonable and necessary for the diagnosis or treatment of the illness or injury for which they are administered according to accepted standards of medical practice; and

	·	they have been approved by the FDA and meet other requirements of the statute.

There may be significant delays in obtaining coverage for newly-approved drugs, and coverage may be more limited than the purposes for which the drug is approved by the FDA. Moreover, eligibility for coverage does not imply that any drug will be reimbursed in all cases or at a rate that covers our costs, including research, development, manufacture, sale and distribution. Interim payments for new drugs, if applicable, may also not be sufficient to cover our costs and may not be made permanent. Reimbursement may be based on payments allowed for lower-cost drugs that are already reimbursed, may be incorporated into existing payments for other services and may reflect budgetary constraints or imperfections in Medicare data. Net prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the U.S. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement rates. Our inability to promptly obtain coverage and adequate reimbursement rates from both government-funded and private payors for new drugs that we develop and for which we obtain regulatory approval could have a material adverse effect on our operating results, our ability to raise capital needed to commercialize products and our financial condition.

We believe that the efforts of governments and third-party payors to contain or reduce the cost of healthcare and legislative and regulatory proposals to broaden the availability of healthcare will continue to affect the business and financial condition of pharmaceutical and biopharmaceutical companies. A number of legislative and regulatory changes in the healthcare system in the U.S. and other major healthcare markets have been proposed in recent years, and such efforts have expanded substantially in recent years. These developments have included prescription drug benefit legislation that was enacted and took effect in January 2006, healthcare reform legislation enacted by certain states, and Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (the “ACA”), a sweeping law intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending and enhance remedies against fraud and abuse. The ACA also contains provisions that will affect companies in the pharmaceutical industry and other healthcare related industries by imposing additional costs and changes to business practices. Provisions affecting pharmaceutical companies include the following:

mandatory rebates for drugs sold into the Medicaid program have been increased, and the rebate requirement has been extended to drugs used in risk-based Medicaid managed care plans;

the 340B Drug Pricing Program under the Public Health Services Act has been extended to require mandatory discounts for drug products sold to certain critical access hospitals, cancer hospitals and other covered entities;

pharmaceutical companies are required to offer discounts on brand-name drugs to patients who fall within the Medicare Part D coverage gap, commonly referred to as the “Donut Hole;” and

pharmaceutical companies are required to pay an annual non-tax deductible fee to the federal government based on each company’s market share of prior year total sales of branded products to certain federal healthcare programs, such as Medicare, Medicaid, Department of Veterans Affairs and Department of Defense. Since we expect our branded pharmaceutical sales to constitute a small portion of the total federal health program pharmaceutical market, we do not expect this annual assessment to have a material impact on our financial condition.

Moreover, we cannot predict what healthcare reform initiatives may be adopted in the future. Further federal and state legislative and regulatory developments are likely, and we expect ongoing initiatives in the U.S. to increase pressure on drug pricing. Such reforms could have an adverse effect on anticipated revenues from product candidates that we may successfully develop and for which we may obtain regulatory approval and may affect our overall financial condition and ability to develop product candidates.

Our ability to obtain services, reimbursement or funding from the federal government may be impacted by possible reductions in federal spending.

U.S. federal government agencies currently face potentially significant spending reductions. Under the Budget Control Act of 2011, the failure of Congress to enact deficit reduction measures of at least $1.2 trillion for the years 2013 through 2021 triggered automatic cuts to most federal programs. These cuts would include aggregate reductions to Medicare payments to providers of up to two percent per fiscal year, starting in 2013. Under the American Taxpayer Relief Act of 2012, which was enacted on January 1, 2013, the imposition of these automatic cuts was delayed until March 1, 2013. Certain of these automatic cuts have been implemented. The full impact on our business of these automatic cuts is uncertain. If federal spending is reduced, anticipated budgetary shortfalls may also impact the ability of relevant agencies, such as the FDA or the National Institutes of Health to continue to function at current levels. Amounts allocated to federal grants and contracts may be reduced or eliminated. These reductions may also impact the ability of relevant agencies to timely review and approve drug research and development, manufacturing, and marketing activities, which may delay our ability to develop, market and sell any products we may develop.

If any of our product candidates receives marketing approval and we or others later identify undesirable side effects caused by the product candidate, our ability to market and derive revenue from the product candidates could be compromised.

In the event that any of our product candidates receive regulatory approval and we or others identify undesirable side effects caused by one of our products, any of the following adverse events could occur, which could result in the loss of significant revenue to us and materially and adversely affect our results of operations and business:

regulatory authorities may withdraw their approval of the product or seize the product;

we may be required to recall the product or change the way the product is administered to patients;

additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component thereof;

we may be subject to fines, injunctions or the imposition of civil or criminal penalties;

regulatory authorities may require the addition of labeling statements, such as a “black box” warning or a contraindication;

we may be required to create a Medication Guide outlining the risks of such side effects for distribution to patients;

we could be sued and held liable for harm caused to patients;

	·	the product may become less competitive; and

	·	our reputation

Risks Related to our Common Stock and this Offering

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

We will be required to include a report of management on the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification requirements.

We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to timely remediate. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

The Jobs Act has reduced the information that the Company is required to disclose.

Under the Jobs Act, the information that the Company will be required to disclose has been reduced in a number of ways.

As a company that had gross revenues of less than $1.0 billion during the Company’s last fiscal year, the Company is an “emerging growth company,” as defined in the Jobs Act (an “EGC”). The Company will retain that status until the earliest of (a) the last day of the fiscal year which the Company has total annual gross revenues of $1,000,000,000 (as indexed for inflation in the manner set forth in the Jobs Act) or more; (b) the last day of the fiscal year of following the fifth anniversary of the date of the first sale of the common stock pursuant to an effective registration statement under the Securities Act; (c) the date on which the Company has, during the previous three year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which the Company is deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act or any successor thereto. As an EGC, the Company is relieved from the following:

The Company is excluded from Section 404(b) of Sarbanes-Oxley Act (“Sarbanes-Oxley”), which otherwise would have required the Company’s auditors to attest to and report on the Company’s internal control over financial reporting. The JOBS Act also amended Section 103(a)(3) of Sarbanes-Oxley to provide that (i) any new rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or changes to the auditor’s report to include auditor discussion and analysis (each of which is currently under consideration by the PCAOB) shall not apply to an audit of an EGC; and (ii) any other future rules adopted by the PCAOB will not apply to the Company’s audits unless the SEC determines otherwise.

The Jobs Act amended Section 7(a) of the Securities Act of 1933, as amended (the “Securities Act”) to provide that the Company need not present more than two years of audited financial statements in an initial public offering registration statement and in any other registration statement, need not present selected financial data pursuant to Item 301 of Regulation S-K for any period prior to the earliest audited period presented in connection with such initial public offering. In addition, the Company is not required to comply with any new or revised financial accounting standard until such date as a private company (i.e., a company that is not an “issuer” as defined by Section 2(a) of Sarbanes-Oxley) is required to comply with such new or revised accounting standard. Corresponding changes have been made to the Exchange Act, which relates to periodic reporting requirements, which would be applicable if the Company were required to comply with them.

As long as the Company is an EGC, the Company may comply with Item 402 of Regulation S-K, which requires extensive quantitative and qualitative disclosure regarding executive compensation, by disclosing the more limited information required of a “smaller reporting company.”

In the event that the Company registers the common stock under the Exchange Act as it intends to do, the Jobs Act will also exempt the Company from the following additional compensation-related disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act: (i) the advisory vote on executive compensation required by Section 14A(a) of the Exchange Act; (ii) the requirements of Section 14A(b) of the Exchange Act relating to shareholder advisory votes on “golden parachute” compensation; (iii) the requirements of Section 14(i) of the Exchange Act as to disclosure relating to the relationship between executive compensation and our financial performance; and (iv) the requirement of Section 953(b)(1)of the Dodd-Frank Act, which requires disclosure as to the relationship between the compensation of the Company’s chief executive officer and median employee pay.

Our stock price may be volatile and purchasers of our common stock could incur substantial losses.

Our stock price is likely to be volatile. As a result of this volatility, investors may not be able to sell their common stock at or above the initial public offering price. The market price for our common stock may be influenced by many factors, including the other risks described in this section of the prospectus titled “Risk Factors” and the following:

the success of competitive products or technologies;

results of preclinical and clinical studies of our product candidates, or those of our competitors, our existing collaborator or any future collaborators;

regulatory or legal developments in the U.S. and other countries, especially changes in laws or regulations applicable to our products;

introductions and announcements of new products by us, our commercialization partners, or our competitors, and the timing of these introductions or announcements;

actions taken by regulatory agencies with respect to our products, clinical studies, manufacturing process or sales and marketing terms;

actual or anticipated variations in our financial results or those of companies that are perceived to be similar to us;

the success of our efforts to acquire or in-license additional technologies, products or product candidates;

developments concerning our collaborations, including but not limited to those with our sources of manufacturing supply and our commercialization partners;

	·	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

	·	developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our products;

our ability or inability to raise additional capital and the terms on which we raise it;

the recruitment or departure of key personnel;

	·	changes in the structure of healthcare payment systems;

	·	market conditions in the pharmaceutical and biotechnology sectors;

actual or anticipated changes in earnings estimates or changes in stock market analyst recommendations regarding our common stock, other comparable companies or our industry generally;

our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;

fluctuations in the valuation of companies perceived by investors to be comparable to us;

announcement and expectation of additional financing efforts;

speculation in the press or investment community;

trading volume of our common stock;

sales of our common stock by us or our shareholders;

the absence of lock-up agreements in connection with this Offering with the holders of substantially all of our outstanding shares;

the concentrated ownership of our common stock;

changes in accounting principles;

terrorist acts, acts of war or periods of widespread civil unrest;

natural disasters and other calamities; and

general economic, industry and market conditions.

In addition, the stock markets in general, and the markets for pharmaceutical stocks in particular, have experienced extreme volatility that has been often unrelated to the operating performance of the issuer. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

You will experience immediate and substantial dilution as a result of this Offering and may experience additional dilution in the future.

If you purchase common stock in this Offering, you will incur immediate and substantial dilution of $ per share, representing the difference between the assumed initial public offering price of $8.00 per share and our pro forma net tangible book value per share after giving effect to this of Offering and the conversion into 22,270 shares of our $120,250 in principal amount of outstanding Convertible Notes upon the first closing of this Offering.

The future issuance of equity or of debt securities that are convertible into equity will dilute our share capital.

We may choose to raise additional capital in the future, depending on market conditions, strategic considerations and operational requirements. To the extent that additional capital is raised through the issuance of shares or other securities convertible into shares, our stockholders will be diluted. Future issuances of our common stock or other equity securities, or the perception that such sales may occur, could adversely affect the trading price of our common stock and impair our ability to raise capital through future offerings of shares or equity securities. No prediction can be made as to the effect, if any, that future sales of common stock or the availability of common stock for future sales will have on the trading price of our common stock.

Substantially all of our outstanding shares will not be available for public sale commencing ninety (90) days after the effectiveness of this registration statement. The sale of a significant number of our shares may cause the market price of our common stock to drop significantly.

Commencing ninety (90) days after the date of this prospectus, the 45,000,000 shares of our common stock outstanding as of the date of this prospectus, will be eligible for sale in the public market from time to time thereafter pursuant to Rule 144 under the Securities Act, and in some cases, subject to the volume and other restrictions of Rule 144. In addition, the 22,270 shares of common stock issuable upon conversion of our $120,250 in principal amount of our outstanding Convertible Notes will similarly be eligible for public sale commencing in February 2017. Further, we have 7,500,000 shares reserved for issuance under our 2016 Incentive Stock Plan. The sale of a significant number of shares of our common stock in the public market or the perception that such sales may occur could significantly reduce the market price of our common stock.

The offering price of the shares and the other terms of this Offering have been arbitrarily determined by the Company.

The offering price of the shares and other terms of this Offering have been arbitrarily determined by the Company and bear no relationship to the Company’s assets, book value, potential earnings or any other recognized criterion of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

This Offering is a direct public offering conducted on a self-underwritten “best efforts, minimum-maximum” basis.

The shares are being offered on a self-underwritten, “best efforts, minimum-maximum” basis, which means (i) the Company will not use the services of an underwriter and our executive officers and directors will attempt to sell the shares directly to investors and (ii) the Offering will be terminated in the event the minimum number of subscriptions set forth herein are not received and accepted by the Company. The Company does not intend to consummate the sale of any shares until it has received subscriptions and payment for at least 1,250,000 shares ($10,000,000) and will maintain subscription proceeds in a segregated account, until such time. Thereafter, however, subscription proceeds will be paid directly to the Company and will not be held in a segregated or escrow account. Moreover, this Offering is self-underwritten and accordingly, there is no lead underwriter who would undertake a due diligence or comparable examination of the Company, its business and affairs.

An active trading market for our common stock may not develop.

Prior to this Offering, there has been no public market for our common stock. We intend to apply to have the shares of common stock listed on Nasdaq, subject to our sale of a sufficient number of shares in the Offering to meet the listing requirements of Nasdaq. There can be no assurance that an application for listing the shares on Nasdaq or on any other market will be approved. Accordingly, an active trading market for our shares may never develop or be sustained following this offering. If an active market for our common stock does not develop, it may be difficult for you to sell shares you purchase in this Offering without depressing the market price for the shares or at all.

Because our management will have broad discretion over the use of the net proceeds from this Offering, you may not agree with how we use them and the proceeds may not be invested successfully.

We intend to use the net proceeds to us from this Offering to fund offering to fund preclinical and clinical trials of product candidates, continued HDAC technology platform development, working capital and general corporate purposes, including the costs of operating as a public company, as well as potential acquisition or in-licensing activities. Therefore, our management will have broad discretion as to the use of the Offering proceeds. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for our company.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our target studies and operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Our board of directors has the authority, without shareholder approval, to issue preferred stock with terms that may not be beneficial to common shareholders and with the ability to affect adversely shareholder voting power and perpetuate their control over us.

Our Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our shareholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

The ability of our executive officers and directors, who are our principal shareholders, to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.

Our executive officers and directors, who are our principal shareholders, own and assuming the sale of the shares registered by them hereunder as selling shareholders, will continue to own approximately ninety percent (90%) of our issued and outstanding common stock. Accordingly, they will be able to effectively control the election of directors, as well as all other matters requiring shareholder approval. The interests of our principal shareholders may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of other directors and other business decisions. The minority shareholders have no way of overriding decisions made by our principal shareholders. This level of control may also have an adverse impact on the market value of our shares because our principal shareholders may institute or undertake transactions, policies or programs that result in losses may not take any steps to increase our visibility in the financial community and / or may sell sufficient numbers of shares to significantly decrease our price per share.

Our Articles of Incorporation and By Laws provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Articles of Incorporation and Bylaws provide for the indemnification of our officers and directors. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is therefore, unenforceable.

We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

Provisions of Maryland law may limit the ability of a third party to acquire control of our Company.

Certain provisions of the Maryland General Corporation Law (the “MGCL”), may have the effect of delaying, deferring or preventing a transaction or a change in control of our company that might involve a premium price for holders of our common stock or otherwise be in their best interests, including:

“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose special appraisal rights and special shareholder voting requirements on these combinations; and

“control share” provisions that provide that “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

At this time, we have not opted out of these provisions of the MGCL. Additionally, the MGCL permits our board of directors, without shareholder approval and delaying, deferring or preventing a transaction or a change in control of our Company that might involve a premium price for holders of our common stock or otherwise be in their best interest.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,” “continue,” “potential,” “ongoing” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

the initiation, timing, progress and results of our research and development programs, preclinical studies, any clinical trials and INDs, NDAs other regulatory submissions;

our expected dependence on third party collaborators for developing, obtaining regulatory approval for and commercializing product candidates;

our receipt and timing of any milestone payments or royalties under any research collaboration and license agreement we enter into;

our ability to identify and develop product candidates;

our or a collaborator’s ability to obtain and maintain regulatory approval of any of our product candidates;

the rate and degree of market acceptance of any approved products candidates;

the commercialization of any approved product candidates;

our ability to establish and maintain additional collaborations and retain commercial rights for our product candidates subject to collaborations;

the implementation of our business model and strategic plans for our business, technologies and product candidates;

our estimates of our expenses, ongoing losses, future revenue and capital requirements;

our ability to obtain additional funds for our operations;

our ability to obtain and maintain intellectual property protection for our technologies and product candidates and our ability to operate our business without infringing the intellectual property rights of others;

our reliance on third parties to conduct our preclinical studies or any future clinical trials;

our reliance on third party supply and manufacturing partners to supply the materials and components for, and manufacture, our research and development, preclinical and clinical trial drug supplies;

our ability to attract and retain qualified key management and technical personnel;

our use of net proceeds to us from this Offering;

our expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

our financial performance; and

developments relating to our competitors or our industry.

These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those described in the section titled “Risk Factors” and elsewhere in this prospectus.

Any forward-looking statement in this prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

USE OF PROCEEDS

We estimate that the net proceeds from this Offering will be approximately $9.750,000 if the minimum of 1,250,000 shares is sold and approximately $35,750,000 if all 4,500,000 shares are purchased, after deducting estimated Offering expenses. We expect to use the net proceeds from this Offering over the next twelve months for the purposes set forth in the table below. The following table sets forth a breakdown of the estimated use of the net proceeds as of the date of this prospectus, assuming the sale of 100%, 75%, 50% and 28% of the shares offered hereby:

Assumed Percentage of Shares Sold		100%		75%		50%		28%
Price to Public @ $8.00	$	36,000,000	$	27,000,000	$	18,000,000	$	10,000,000
Offering expenses		250,000		250,000		250,000		250,000
Net proceeds	$	35,750,000	$	26,750,000	$	17,750,000	$	9,750,000

Product candidate
Ropidoxuridine (drug manufacture, clinical Phases I and II)	$	16,500,000	$	7,500,000	$	6,500,000	$	6,500,000

Doranidazole (drug formulation, Clinical Phase I)		5,500,000		5,500,000		5,500,000		—

HDAC small molecule platform candidate (IND, Clinical Phase I)		5,500,000		5,500,000		—		—

	$	27,500,000	$	18,500,000	$	12,000,000	$	6,500,000
Product acquisition and in-licensing activities		2,000,000		2,000,000		1,000,000		0
Working capital, cost of capital raise and general corporate purposes		6,250,000		6,250,000		4,750,000		3,250,000
Total use of proceeds	$	35,750,000	$	26,750,000	$	17,750,000	$	9,750,000

As indicated in the table above, if we sell only 75%, or 50%, or 28% of the shares offered for sale in this Offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions although we will need to prioritize our clinical studies to accommodate the availability of funding. Ropidoxuridine and Doranidazole may be approved by properly designed Phase I and II clinical trials for the orphan disease indications. If Phase III clinical trials are required by the FDA, than an additional $22,000,000 will need to be raised for each of the two clinical candidate drugs. If such additional funds are required we will have to either secure additional funding from investors or through a joint development partner.

The expected use of the net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures depend on numerous factors, including the progress of our preclinical development efforts, the results of any clinical trials and other studies and any unforeseen cash needs. All of our research and development programs are at an early stage and successful development of product candidates from these programs is highly uncertain and may not result in approved products. Completion dates and completion costs can vary significantly for each product candidate and are difficult to predict. As a result, we cannot currently specify in more detail the percentage of the net proceeds that we may use for each of the listed purposes. Accordingly, we will have broad discretion in the use of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our stock.

Pending the use of the proceeds from this offering, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities, certificates of deposit or government securities.

In the event we do not sell all of the Shares being offered, we may seek additional financing to support the intended use of proceeds discussed above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available when needed and, if available, on terms acceptable to us.

DIVIDEND POLICY

We have not paid any dividends on our common stock since inception and we currently expect that, in the foreseeable future, all earnings (if any) will be retained for the development of our business and no dividends will be declared or paid. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2016:

on an actual basis; and

on a pro forma as adjusted basis to reflect the sale of all 4,500,000 shares of common stock by us in this Offering at an initial public offering price of $8.00 per share, after deducting estimated Offering expenses payable by us and the conversion of the Convertible Notes into 22,270 shares.

You should read this table in conjunction with our financial statements and related notes and the sections titled “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Description of Capital Stock” appearing elsewhere in this prospectus.

		AS OF SEPTEMBER 30, 2016
		ACTUAL			PRO FORMA AS ADJUSTED
Long-term debt—net of current portion	$	120,250		$	120,250

Shareholders’ deficit:
Common stock, $0.01 par value per share; authorized 100,000,000 shares, 45,000,000 shares issued and outstanding, actual; 49,522,270 shares issued and outstanding, pro forma as adjusted;		450,000			495,223

Preferred stock, $0.01 par value per share; authorized 5,000,000 shares, 0 shares issued and outstanding actual and pro forma as adjusted		-0-			-0-
Additional paid-in capital		550,000			36,254,777
Accumulated deficit		(979,113	)		(979,113	)

Total stockholders’ equity (deficit)
Total capitalization	$	141,137		$	35,891,137

The number of shares of common stock issued and outstanding actual and pro forma as adjusted in the table above excludes the 7,500,000 reserved for issuance under our 2016 Incentive Stock Plan.

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock that you pay and the pro forma as adjusted net tangible book value per share of our common stock after this Offering. Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of common stock outstanding. Our historical net tangible book value as of September 30, 2016 was $20,887 or $.0005 per share, based on 45,000,000 shares of common stock outstanding as of September 30, 2016.

Net tangible book value dilution per share represents the difference between the amount per share paid by new investors who purchase shares from us in this offering and the pro forma net tangible book value per share of common stock immediately after completion of this Offering. As of September 30, 2016, after giving effect to our sale of 4,500,000 shares of common stock in this Offering at an initial offering price of $8.00 per share, after deducting estimated Offering expenses that we must pay, and after giving pro forma effect to the conversion of the Convertible Notes into 22,270 shares of common stock, our pro forma as adjusted net tangible book value would have been $ , or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to existing shareholders, and an immediate dilution in pro forma net tangible book value of $ per share to new investors purchasing shares in this Offering. The table below illustrates this per share dilution as of , 2016.

	Before offering				Pro-forma after offering $36M

Initial public offering price per share		$	8.00	$	8.00
Net tangible book value per share as of September 30, 2016		$	0.01	$	7.72
Increase in pro forma net tangible book value per share attributable to new investors participating in this Offering and conversion of the Convertible Notes		$	-0-	$	35,891,137
Pro forma as adjusted net tangible book value per share after this Offering and conversion of the Convertible Notes				$	0.73
Dilution of pro forma net tangible book value per share to new investors				$	7.27

The following table sets forth, on a pro forma as adjusted basis as of September 30, 2016, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of common stock and by new investors, at a public offering price of $8.00 per share, before deducting estimated Offering expenses that we must pay.

	SHARES PURCHASED					TOTAL CONSIDERATION					AVERAGE PRICE
	NUMBER		PERCENT			AMOUNT		PERCENT			PER SHARE
Existing stockholders		45,022,270		91	%	$	22,511		0	%	$	.0005
New investors		4,500,000		9			36,000,000		100			8.00

Total		49,522,270		100	%	$	36,022,511		100	%	$	.727

The foregoing discussion and tables are based on the number of shares of common stock outstanding as of September 30, 2016 taking into account the conversion of the Convertible Notes into 22,270 shares of our common stock as of September 30, 2016, but exclude 7.500,000 shares reserved for issuance under our 2016 Incentive Stock Plan.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Comparison of Nine Months Ended September 30, 2015 and 2016

The following table summarizes the results of our operations for the nine months ended September 30, 2015 and 2016:

	Nine Months Ended September 30,					Increase/
	2015		2016			(Decrease)
Research and development-net of contracts	$	232,163	$	121,705		$	(110,458	)
General and administrative		32,500		126,477			93,977
Other income (expense):
Interest income		1,361		443			(918	)
Interest expense		-0-		(1,106	)		(1,106	)
Total other income (expense)		1,361		(663	)		(2,024	)

Research and Development Expenses-Net of contracts. Research and development expenses-net of contracts $232,163 for the nine months ended September 30, 2015, as compared to $121,705 for the nine months ended September 30, 2016. The decrease of $110,458 is primarily related to the increase of NIH contract funding for the ropidoxuridine Phase 1 clinical trial for 2016. For the nine months ended September 30, 2015, reimbursement from NIH totaled $121,272 and total expenses related to research and development was $353,435, as compared to $409,069 for reimbursement from the NIH contract and $530,774 in research and development expenses for September 30, 2016.

The research and development expenses with the largest variances included lab supplies expense of $27,413, wages expense of $174,413 and subcontractors expense of $60,425 for the nine months ended September 30, 2015, as compared to lab supplies expense of $34,130, wages expense of $229,749 and subcontractors expense of $165,039 for the nine months ended September 30, 2016. There was an increase in these expenses of over $166,000 between the nine months ended September 30, 2015 and the nine months ended September 30, 2016. Lab supplies expenses increased as the company began to increase research and discovery efforts for the NIH contract and for the Company in general. Wages expenses increased as additional staff were brought on to the Company and work effort was increased for the phase II of the NIH contract, starting in September of 2015. Subcontractors expenses increased as part of the Phase II of the NIH contract, starting in September of 2015. All other research and development expense variances are immaterial.

General and Administrative Expenses. General and administrative expenses were $32,500 for the nine months ended September 30, 2015, as compared to $126,477 for the nine months ended September 30, 2016. This increase is primarily due to an increase in Company legal expenses, $10,825 for the nine months ended September 30, 2015 as compared to $48,138 for the nine months ended September 30, 2016, consulting expenses, $12,000 for the nine months ended September 30, 2015 as compared to $53,650 for the nine months ended September 30, 2016 and accounting expenses, $6,075 for the nine months ended September 30, 2015 as compared to $18,065 for the nine months ended September 30, 2016.

Company legal and professional expenses increased as the Company continued to utilize legal services for HDAC inhibitor patent work and additional legal and professional fees for the SEC S-1 registration statement. Consulting expenses increased as general Company consulting engagements increased, an orphan drug application was submitted and the consulting company, CHMS, was engaged with to serve as the primary lead in the SEC S-1 application process. Accounting expenses increased primarily due to the SEC S-1 preparation process. All other general and administrative expense variations are immaterial.

Other Income (Expense). Other income (expense) was approximately $1,361 for the nine months ended September 30, 2015 which consisted of interest income-related party. Other income (expense) was $(663) for the nine months ended September 30, 2016 and consisted of $1,106 of interest expense and $443 for interest income on a note payable-related party.

Comparison of Fiscal Years Ended December 31, 2014 and 2015

The following table summarizes the results of our operations for the fiscal years ended December 31, 2014 and 2015:

	Year Ended December 31,				Increase/
	2014		2015		(Decrease)
Research and development-net of contracts	$	280,665	$	214,519	$	(66,146	)
General and administrative		51,258		77,140		25,882
Other income (expense):
Interest income		3,389		1,668		(1,721	)
Interest expense		-0-		-0-		-0-
Change in fair value of warrant liability		-0-		-0-		-0-
Total other income (expense)		3,389		1,668		(1,721	)

Research and Development Expenses. Research and development-net of contract expenses were $280,665 for the year ended December 31, 2014, as compared to $214,519 for the year ended December 31, 2015. The decrease of $66,146 is primarily related to the increase in NIH contract payments in 2015 for the IPdR Phase 1 and 2 SBIR contracts. For the year end December 31, 2014, reimbursement from NIH totaled $70,699 and total expenses related to research and development was $351,364, as compared to $281,913 for reimbursement from the NIH contract and $496,432 in research and development expenses for year ended December 31, 2015.

General and Administrative Expenses. General and administrative expenses were $51,258 for the year ended December 31, 2014, as compared to $77,140 for the year ended December 31, 2015. The increase of $25,882 is primarily related to an increase in legal expenses $7,314 for the year ended December 31, 2014 as compared to $19,863 for the year ended December 31, 2015 and consulting expenses, $28,299 for the year ended December 31, 2014 as compared to $40,400 for the year ended December 31, 2015.

Other Income (Expense). Other income was $3,389 for the year ended December 31, 2014 which consisted of interest income for a note receivable-related party. Other income was $1,668 for the year ended December 31, 2015 which consisted of interest income related to a note receivable-related party.

Liquidity and Capital Resources

As of September 30, 2016, total current assets were $211,835as compared to $200,213 on December 31, 2015. Total current liabilities as of September 30, 2016 were $115,271 as compared to $4,577 as of December 31, 2015. The increase in current liabilities is due to the an increase in accrued expenses related to subcontract work for the NIH SBIR contract, $68, 445 and a note payable-related party, $45,928.

Net cash used in operating activities was $210,407 in the nine months ended September 30, 2016 compared to $238,799 for the same period in 2015.

Net of cash provided by investing activities was $15,483 in the nine months ended September 30, 2016 as compared to $18,983 for the same period in 2015. This activity is primarily due to the repayment of a note receivable-related party, net of acquisition of property and equipment.

Net cash provided by financing activities in the first nine months of 2016 was $186,178, representing the proceeds from the private offering of the Convertible Notes of $120,250, capital contributions of $20,000 and note payable-related party $45,928. This compares to $200,000 in capital contributions in the first nine months of 2015.

Our capital needs to date have been met by contributions from existing shareholders, as well as through our private offerings of our securities, SBIR contracts and other grants. We believe that we will continue to expend substantial resources for the foreseeable future on the completion of clinical development and regulatory preparedness of our product candidates, preparations for a commercial launch of our product candidates, if approved, and development of any other current or future product candidates we may choose to further develop. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, obtaining marketing approvals, and, if we are not able to enter into planned collaborations, manufacturing and supply as well as marketing and selling any products approved for sale. In addition, other unanticipated costs may arise. Because the outcome of any drug development process is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our current product candidates, if approved, or future product candidates, if any.

There can be no assurance that additional financing will be available to the Company when needed, on favorable terms or otherwise. Moreover, any such additional financing may dilute the interests of existing shareholders. The absence of additional financing, when needed, could cause the Company to delay implementation of its business plan in whole or in part, curtail its business activities and seriously harm the Company and its prospects.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment, the useful lives of intangible assets and accounting for the business combination.

Research and Development

Research and Development expenses are offset by contract receivable payments from an NIH SBIR contract that supports this scientific research. This is stated in the financials as Research and development-net of contracts.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

BUSINESS

Overview

Shuttle is a specialty pharmaceutical company founded in 2012, with the goal of becoming the first U.S. pharmaceutical company focused on the development and commercialization of innovative first-in-class drugs for sensitizing cancers to and protecting normal tissue from the effects of RT. The FDA considers new molecular entities as first-in-class, if such drugs like our initial product candidates, use a new and unique mechanism of action for treating a medical condition. Our objective is to improve the outcomes of cancer treatment through RT and reducing its side effects by:

sensitizing growing cancer cells, rendering them more susceptible to the effects of RT;

sensitizing hypoxic cells in tumors that resist regular RT; and

activating the DNA damage response pathway to protect normal cells located near cancers.

To date, we have developed, to clinical stage, small molecule strategies to sensitize growing cancer cells in tumors to conventional RT and to sensitize treatment resistant, hypoxic cancer cells in tumors to large fraction radiation therapy using SBRT. A pre-clinical technology delivery platform using HDAC inhibitors, which are designed to target cancer cells while protecting healthy tissue, further enhances our pipeline. Shuttle has two clinical stages, first in class product candidates that we believe will deliver these benefits in conjunction with our technology platform:

Ropidoxuridine, an orally available halogenated pyrimidine with strong cancer radiation sensitizing properties, is our lead “clinical phase” product candidate. Halogenated pyrimidines are incorporated into DNA by rapidly growing cancer cells and become more sensitive to the effects of RT. We have received an SBIR contract from the NIH to fund a Phase 1 clinical trial at and in collaboration with Brown University - Lifespan/Rhode Island Hospital to determine safety and the maximum tolerated dose in patients with advanced gastrointestinal cancers. In connection with the trial, NCI has approved the Phase 1 clinical protocol and agreed to provide drug and clinical data management support to Rhode Island Hospital. If we receive positive results from the Phase1 clinical trial, we plan to advance to Phase 1b and Phase 2 clinical trials of using ropidoxuridine in conjunction with RT treatments of patients with brain tumors and soft tissue sarcomas. The Phase 1 clinical trial of ropidoxuridine and radiation therapy is underway at Lifespan/Rhode Island Hospital under subcontract from Shuttle Pharmaceuticals, Inc. Five patients have been entered on trial designed to determine drug safety and the maximum tolerated dose. The clinical trial is supported by funding from the NIH/NCI to Shuttle via an SBIR contract, and a subcontract from Shuttle to Lifespan/RIH. In addition the NIH holds the IND through its Cancer Therapy Evaluation Program (“CTEP”) and supports the clinical trial by providing the drug, ropidoxuridine, and data management through a CRO, Theradex.

Doranidazole, an injectable hypoxic cell radiation sensitizer, is our second “clinical phase” product candidate. As cancer cells outgrow the blood supply and oxygen availability becomes limiting, regions of hypoxia develop within a tumor. Cancer cells under hypoxic conditions are more resistant to the killing effects of RT. Electron affinic drugs, such as doranidazole are able to reach areas of tumor hypoxia to effect radiation sensitization, thereby offering the potential to improve the outcome of RT treatment by increasing hypoxic cell kill. Unfortunately, first and second generation hypoxic sensitizers used to date have shown neurologic toxicity and little clinical benefit. Doranidazole, which has been developed in Japan by Pola Pharma, has been well-tolerated in clinical studies conducted in Japan and has shown improved survival in a randomized Phase 3 clinical trial of advanced pancreatic cancers, when used in combination with IORT, as opposed to treatment by IORT alone. Shuttle has secured an exclusive option to license doranidazole for development and commercialization in the U.S. We intend to focus on the use of Doranidazole for treatment of pancreatic, lung and liver cancers in combination with large fraction SBRT, which is radiation therapy administered in large doses over a several day period as opposed to conventional RT, which is generally administered in small daily doses over an extended period of several weeks.

In addition to our two primary product candidates, we are developing and planning to commercialize other cancer radiation sensitizers with radiation protecting properties, which target protecting normal tissue during the administration of RT and other first-in-class products utilizing our HDAC small molecule technology platform.

We have also been two awarded SBIR contracts from the NIH to:

develop prostate cancer cell lines from African-American men, who are at higher risk for prostate cancer, with donor matched normal prostate cells, with the goal of establishing 50 prostate cancer cell lines for research aimed at treating prostate cancer in African American men; and

develop predictive biomarkers for predicting outcomes for prostate cancer patients following treatment with SBRT.

The SBIR program is designed to encourage small business to engage in Federal Research/Research and Development (“R/R&D“) that has the potential for commercialization.

The Company was founded by members of the faculty at the Georgetown University Medical School in Washington, D.C., all of whom have significant experience in the fields of radiation oncology and medicinal chemistry.

Market Opportunity

The American Cancer Society (Cancer Facts & Figures 2016) estimates 1,685,210 new cancer cases and 595,690 cancer deaths in the U.S. and according to the American Society for Radiation Oncology, more than 50% of patients undergo RT at some point in the treatment of their disease. Cancers treated with RT include, lung, breast, brain, ovarian, esophageal, pancreatic, rectal, head and neck, uterine, lymphoma and sarcoma. The annual U.S. market for radiation oncology, technology and therapeutics currently exceeds $5.5 billion.

Currently, there is no radiation sensitizer drug which has been approved by the FDA. Present treatment utilizes “off-label” drugs which are cytotoxic agents that also sensitize, but do not have radiation sensitization as an FDA approved indication. Moreover, since the “off-label” drugs for sensitizing cancers are cytotoxic, they are often associated with intrinsic acute and chronic side effects. Nevertheless, current drugs used to sensitize cancers to RT have shown small, but clinically significant improvements in disease control and survival and are typically included in standard-of-care treatment recommendations for cancers of the head and neck, brain, lung, esophagus, stomach, pancreas, liver and bladder. As a result, the Company believes that there is a significant market opportunity for its product candidates.

Our Strategy

Our objectives are to (a) establish ropidoxuridine as the first radiation sensitizer approved by the FDA for use in conjunction with RT in treating advanced gastrointestinal cancer, high grade brain tumors and bone and soft tissue sarcomas; (b) establish doranidazole as a first line therapy in conjunction with SBRT in treating inoperable pancreatic, advanced lung and unresectable liver cancers; and (c) apply our HDAC small molecule delivery platform to the development of other radiation oncology drugs, such as approved radiation protectors. To achieve these objectives, our strategy is as follows:

Complete the SBIR funded Phase 1 clinical trial for ropidoxuridine in conjunction with RT for the treatment of advanced gastrointestinal cancer, which trial commenced in January 2016 and, assuming positive results, proceed to Phase 1b, 2 and 3 clinical trials, followed by submission of an NDA and ultimately secure FDA approval for marketing;

Complete the SBIR funded Phase 1 research contracts we were awarded by the NIH to develop (a) prostate cancer cell lines for African-American men, to improve diagnosis and treatment with a goal of reducing the higher incidence of such cancers prevalent in African American men; and (b) molecular biomarkers for cancer responsiveness to SBRT treatment; and

Explore potential acquisitions of compatible product portfolios or companies.

Our HDAC Small Molecule Delivery Platform

General

Since our founding, we have focused a portion of our research and development efforts on our small molecule technology delivery platform which uses HDAC inhibitors, which are designed to target cancer cells, while protecting healthy tissue.

HDACs are a class of enzymes that regulates gene expression through chemical modification of histones and non-histone proteins. Increased HDAC activity leads to a more condensed chromatin, decreased gene expression and loss of key gene products, including tumor suppressor gene function. Inhibition of HDAC activity leads to a more open chromatin and increased expression of the key gene products. This chromatin modification underlies the epigenetic cellular regulatory system and is an area of intense investigation. We believe that our candidate HDAC inhibitor platform products provide selective anticancer activities in addition to normal cell protection from radiation injury.

Our research and development efforts to date have focused on discoveries of novel, dual functional molecules for potential use in cancer treatment and normal tissue radiation protection. We have produced two first-in-class molecules:

SP-1-161, a candidate lead of several compounds which has demonstrated activation of the “ATM” gene product mutated in Ataxia-Telangiectasia, a human genetic disease characterized by neurological, immunological and radiobiological clinical features, such as exquisite radiation sensitivity due to the ATM gene mutation; and

SP-2-59, a candidate lead of several compounds demonstrating Class II HDAC6 selective inhibition.

SP-1-161 - A Dual Functional Agent

SP-1-161 is an HDAC inhibitor of the hydroxamate chemical class of compounds and an ATM activator of the indole chemical class. HDACs modify histones and non-histone proteins, which are key components of the chromatin structure, gene expression regulation, and cell growth. HDAC inhibitors have shown to inhibit cell proliferation, angiogenesis and immunity. Eighteen human HDACs have been identified, subdivided into four classes based on sequence and functional homology. In cancer cells, HDAC activity may be elevated leading to silencing of tumor suppressor genes important for cell growth regulation and to chromosomal instability. Abnormal HDAC activity is also associated with tumor cell growth, invasion, metastasis and resistance to therapy. Therefore, inhibitors of HDACs have emerged as anti-cancer agents for cancer therapy. Vorinostat and romidepsin have been approved by the FDA for treatment of patients with relapsed or refractory T-cell lymphomas. In addition, panobinostat received FDA approval for treatment of recurrent multiple myeloma in combination with bortezomib and dexamethasone.

In preclinical studies, SP-1-161 inhibited the activity of pan-HDACs, and activated the ATM gene product. ATM is a critical protein for the activation of the cell stress response for cellular recovery from radiation exposure in normal cells, but not in cancer cells. ATM activates the P53 protein, referred to as the “guardian of the genome,” and serves as a tumor suppressor critical for normal cell function and activation of programmed cell death in cancer cells.

SP-1-161 protected normal breast epithelial cells (184A1) following exposure to ionizing radiation while increasing sensitivity of breast cancer cells (MCF7). We believe that the ability of SP-1-161 to provide this dual function in a single molecule will differentiate this molecule from other HDAC inhibitors and is an unprecedented radio-chemotherapeutic agent for treatment of cancers while protecting normal cells and will facilitate its development for use in cancer treatment.

SP-2-59 - A HDAC6 Selective Inhibitor

HDAC6 is a member of class II HDAC family and plays important roles in cancer motility, invasion, neurological diseases, and immune checkpoint, suggesting that HDAC6 inhibition may confer therapeutic benefit. HDAC6 inhibition has been most extensively studied for its role in the treatment of hematological cancers.

Selective inhibition of HCAC6 is expected to reduce many of the dose limiting side effects associated with non-selective HDAC inhibitors. Preclinical models suggest that selective HDAC6 inhibitors may lead to effective therapy, particularly in combinations with other cytotoxic agents. Shuttle’s discovery of selective HDAC inhibitors has yielded several HDAC6 selective candidate molecules including SP-2-59. HDAC6 inhibitors may have a role in the treatment of diseases such as multiple myeloma.

We are currently conducting and intend to complete preclinical efficacy and IND-enabling studies of these molecules to position them for IND application, which we would expect to file in 2018.

Our Product Candidates

Shuttle has two clinical stage, first in class product candidates ropidoxuridine and doranidazole that we believe will target cancer cells, while protecting healthy tissue, when used in conjunction with our technology platform.

Ropidoxuridine

Ropidoxuridine is a prodrug, a compound that, after administration is metabolized (i.e., converted within the body) into a pharmacologically active drug. Ropidoxuridine is converted to the radiation sensitizing agent iododeoxyuridine by metabolic processes following oral administration. We believe that the oral delivery of ropidoxuridine provides a significant drug delivery advantage for clinical applications with RT. The iododeoxyuridine molecules are then incorporated into the DNA of growing cancer cells to effect radiation sensitization. Reported Phase 2 clinical trials of iododeoxyuridine in combination with RT provide support for our plans to test ropidoxuridine and RT therapy in these diseases. In addition, tumors demonstrating the mis-match repair defect will allow evaluation of a precision medicine approach for testing ropidoxuridine in combination with RT.

The following tables provide data from reported clinical trials of iododeoxyuridine and RT therapy in brain cancers (glioblastoma multiforme) and high grade sarcomas. Our primary strategy for ropidoxuridine and RT therapy is to deliver oral drug to effect radiation sensitization of cancers.

Table 1. Brain Cancer Treatment

Tumor	Treatment	Median survival (Months)
Anaplastic astrocytomas (Grade 3 of 4)* (21 patients)	RT alone	24
	RT + IUdR	39
Glioblastoma Multiforme (Grade 4 of 4)** (18 patients)	RT alone	9
	RT + IUdR	15

Table 1. Efficacy compared to historical RT-alone controls for treatment of high grade primary brain tumors (RTOG*, NCI** trials)

**IUdR continuous IV infusion (1000 mg/m²/ day/ 14 days), Total 39 patients (F. Sullivan, et al. Int J Radiat Oncol Biol Phys. 1994; 30(3):583-90)

* IUdR continuous IV infusion (2000 mg/m2/ 4 day infusion/ 6 week treatment), Total 21 patients (R. Urtasun, et al. Int J Radiat Oncol Biol Phys. 1996;36(5):1163-7.)

Table 2. Sarcoma Treatment

Tumor

Treatment

Local Control at 2 years

High grade sarcomas

(resectable)***

RT + Surgery

25%

RT + IUdR + Surgery

45%

Table 2. Efficacy compared to historical RT-alone controls for treatment of high grade sarcomas (University of Michigan*** trials)

***16 patients treated with continuous infusion (1000-1600 mg/m2/day) plus RT (J.M. Robertson, et al. Int J Radiat Oncol Biol Phys. 1995; 31 (1):87-92).

Doranidazole

Doranidazole, an injectable hypoxic cell radiation sensitizer, is our second “clinical phase” product candidate. As cancer cells outgrow the blood supply and oxygen availability becomes limiting, regions of hypoxia develop within a tumor. Cancer cells under hypoxic conditions are more resistant to the killing effects of RT. Electron affinic drugs, such as doranidazole are able to reach areas of tumor hypoxia to effect radiation sensitization, thereby offering the potential to improve the outcomes of RT treatment by increasing hypoxic cancer cell kill. Unfortunately, first and second generation hypoxic sensitizers used to date have shown neurologic toxicity and little clinical benefit. Doranidazole, which has been developed in Japan by Pola Pharma, has been well-tolerated in clinical studies conducted in Japan and has shown improved survival in a randomized Phase 3 clinical trial of advanced pancreatic cancers, when used in combination with IORT, as opposed to treatment by IORT alone. Shuttle has secured an exclusive option to license doranidazole for development and commercialization in the U.S. We intend to focus on the use of doranidazole for treatment of pancreatic, lung and liver cancers in combination with large fraction SBRT, which is radiation therapy administered in large doses over a several day period as opposed to RT, which is generally administered in small daily doses over an extended period of several weeks.

We intend to build upon Phase 1 and Phase 2 clinical trials and an initial Phase 3 clinical trial conducted in Japan of doranidazole and RT for treatment of lung cancers and pancreatic cancers. Our primary strategy for doranidazole and RT is to file and receive approval for an IND in 2017, conduct Phase 1b/II clinical trials in 2018 and 2019 and commence Phase 3 clinical trials in 2020. We plan to focus on delivery of the drug by infusion prior to SBRT to effect radiation sensitization of pancreatic cancers.

In addition to our two primary product candidates, we are developing and planning to commercialize other cancer radiation sensitizers and radiation protectors, which target protecting normal tissue during the administration of RT, and other first-in-class products utilizing our HDAC small molecule technology platform.

SBIR Contracts

The SBIR Program

The Small Business Innovation Research (“SBIR”) program is designed to encourage domestic small businesses to engage in Federal Research/Research and Development (“R/R&D”) that has the potential for commercialization. Through a competitive awards-based program, SBIR enables small businesses to explore their technological potential and provides the incentive to profit from its commercialization. Some of the SBIR’s program goals include stimulating technological innovation, meeting Federal research and development needs and encouraging participation in innovation and entrepreneurship.

The SBIR is a three Phase program. Phase 1 is to establish the technical merit and commercial potential of the proposed R/R&D efforts, Phase 2 is to continue the R/R&D efforts initiated in Phase 1 and funding is based on the results achieved in Phase 1. Phase 3 allows for the small business to pursue commercialization objectives resulting in the Phase 1 and 2 R/R&D activities.

In addition to the SBIR contract to fund our Phase 1 clinical study on ropidoxuridine in combination with RT for treatment of advanced gastrointestinal cancers; we have also been awarded two additional phase I SBIR contracts from the NIH to address prostate cancer health disparities and prostate cancer biomarker development.

Prostate Cancer Studies to Address Health Disparities

Prostate cancer health disparities studies have shown that African-American men are at higher risk for developing prostate cancer, as well as at higher risk of cancer specific death rates as compared to Caucasian American men. The causes of disparities have been attributed to socioeconomic differences, environmental exposures and biological factors. Most disparities studies have been population based, in part, due to the lack of relevant in vitro and in vivo models to support biological studies.

Shuttle has been awarded a Phase I SBIR contract entitled “Cell-based models for prostate cancer health disparity research” to develop African-American prostate cancer cell lines with donor matched normal prostate epithelial determine the feasibility of establishing 50 prostate cancer cell lines from African American men in a subsequent Phase II application for commercial cell distribution and reagent marketing through a private-public partnership.

Prostate Cancer Biomarker Development

Patients treated for prostate cancer may experience treatment related late effects that adversely affect quality of life and may prove life-threatening. Shuttle has been awarded a Phase I SBIR contract entitled “Predictive biomarkers for prostate cancer patient sensitivity for radiation late effects” to determine the technical and commercial feasibility of a biomarker panel predictive of radiation mediated late effects in patients treated for prostate cancer.

Through collaboration with Georgetown University, patients treated with SBRT for prostate cancers will be analyzed for urinary and rectal symptoms and their blood will be analyzed by mass spectroscopy for predictive biomarkers. The discovery and validation of metabolite panels to serve as a predictive biomarker of patient outcomes following radiation therapy will support future development and commercialization of a diagnostic product through a Phase II SBIR effort.

Collaborative Arrangements

Once we have successfully completed Phase 1 and Phase 2 clinical trials of a potential product candidate, we intend to enter into a collaborative or strategic relationship with another pharmaceutical company or another third party to complete development of (including funding and/or conducting Phase 3 clinical trials), securing marketing approval for and manufacturing, marketing and otherwise commercializing the product candidate. Other than our exclusive option to license doranidazole from Pola Pharma, we have not entered into any collaborative arrangements with third parties and there can be no assurance that we will be able to do so on commercially reasonable terms or otherwise.

Intellectual Property

We invest significant amounts in research and development. Our research and development expenses were approximately $214,519 and $280,665 during the years ended December 31, 2015 and 2014, respectively, and $121,705 and $232,163 during the nine months ended September 30, 2016 and 2015, respectively.

We are seeking multifaceted protection for our intellectual property that includes licenses, confidentiality and non-disclosure agreements, copyrights, patents, trademarks and common law rights, such as trade secrets. We enter into confidentiality and proprietary rights agreements with our employees, consultants, collaborators, subcontractors and other third parties and generally control access to our documentation and proprietary information.

As of the date of this prospectus, we have filed four patent applications with the USPTO with respect to various aspects of our HDAC small molecule delivery platform and ropidoxuridine, our lead product candidate. In addition, upon exercising our option to license doranidazole from Pola Pharma, we will also obtain the U.S. rights to patents and patent applications filed by Pola Pharma with respect thereto.

The table below summarizes the type of patent protection and anticipated patent expiration date for each patent application:

Patent Title (type)	Date Filed	Anticipated Expiration Date
Personalized Methods for Treating Disease by Radiosensitization (PCT) (use patent)	9/19/14	9/18/2034
Methods and Compositions for Cancer Therapies That Include Delivery of Halogenated Thymidines and Thymidines Phosphorylase Inhibitors in Combination with Radiation (provisional) (use patent)	1/9/2017	1/8/2018
Dual function molecules for histone deacetylase inhibition and ataxia telangiectasia activation and methods of use thereof (PCT) (composition of matter patent)	3/3/2015	3/2/2035
Selective histone deacetylase inhibitors for the treatment of human disease (provisional) (composition of matter patent)	1/9/2017	1/8/2018

Our strategy around protection of our proprietary technology, including any innovations and improvements, is to obtain worldwide patent coverage with a focus on jurisdictions that represent significant global pharmaceutical markets. Generally, patents have a term of twenty years from the earliest priority date, assuming that all maintenance fees are paid, no portion of the patent has been terminally disclaimed and the patent has not been invalidated. In certain jurisdictions, and in certain circumstances, patent terms can be extended or shortened. We are obtaining worldwide patent protection for at least novel molecules, composition of matter, pharmaceutical formulations, methods of use, including treatment of disease, methods of manufacture and other novel uses for the inventive molecules originating from our research and development efforts. We continuously assess whether it is strategically more favorable to maintain confidentiality for the “know-how” regarding a novel invention rather than pursue patent protection. For each patent application that is filed we strategically tailor our claims in accordance with the existing patent landscape around a particular technology.

There can be no assurance that an issued patent will remain valid and enforceable in a court of law through the entire patent term. Should the validity of a patent be challenged, the legal process associated with defending the patent can be costly and time consuming. Issued patents can be subject to oppositions, interferences and other third party challenges that can result in the revocation of the patent limit patent claims such that patent coverage lacks sufficient breadth to protect subject matter that is commercially relevant. Competitors may be able to circumvent our patents. Development and commercialization of pharmaceutical products can be subject to substantial delays and it is possible that at the time of commercialization any patent covering the product has expired or will be in force for only a short period of time following commercialization. We cannot predict with any certainty if any third party U.S. or foreign patent rights, other proprietary rights, will be deemed infringed by the use of our technology. Nor can we predict with certainty which, if any, of these rights will or may be asserted against us by third parties. Should we need to defend ourselves and our partners against any such claims, substantial costs may be incurred. Furthermore, parties making such claims may be able to obtain injunctive or other equitable relief, which could effectively block our ability to develop or commercialize some or all of our products in the U.S. and abroad, and could result in the award of substantial damages. In the event of a claim of infringement, we or our partners may be required to obtain one or more licenses from a third party. There can be no assurance that we can obtain a license on a reasonable basis should we deem it necessary to obtain rights to an alternative technology that meets our needs. The failure to obtain a license may have a material adverse effect on our business, results of operations and financial condition.

We also rely on trade secret protection for our confidential and proprietary information. No assurance can be given that we can meaningfully protect our trade secrets on a continuing basis. Others may independently develop substantially equivalent confidential and proprietary information or otherwise gain access to our trade secrets.

It is our policy to require our employees and consultants, outside scientific collaborators, sponsored researchers and other advisors who receive confidential information from us to execute confidentiality agreements upon the commencement of employment or consulting relationships. These agreements provide that all confidential information developed or made known to these individuals during the course of the individual’s relationship with the company is to be kept confidential and is not to be disclosed to third parties except in specific circumstances. The agreements provide that all inventions conceived by an employee shall be the property of the company. There can be no assurance, however, that these agreements will provide meaningful protection or adequate remedies for our trade secrets in the event of unauthorized use or disclosure of such information.

Our success will depend in part on our ability to obtain and maintain patent protection, preserve trade secrets, prevent third parties from infringing upon our proprietary rights and operate without infringing upon the proprietary rights of others, both in the U.S. and other territories worldwide.

Manufacturing and Supply

We do not currently own or operate manufacturing facilities for the production of preclinical, clinical or commercial quantities of any of our product candidates. We currently use a number of our suppliers for the raw materials and formulation to meet the preclinical and any clinical requirements of our product candidates. We do not have a long term agreement with any of these parties and we believe alternative sources of supply exist. Notwithstanding the foregoing, if we exercise our option to license doranidazole, Pola Pharma will meet our supply requirements of this product candidate. However, there is a risk that, if supplies are interrupted, it would materially harm our business. We typically order raw materials and services on a purchase order basis and do not enter into long-term dedicated capacity or minimum supply arrangements.

We intend to enter into collaborations for the manufacture of our product candidates, with our collaborators assuming responsibility therefor. Manufacturing is subject to extensive regulations that impose various procedural and documentation requirements, which govern record keeping, manufacturing processes and controls, personnel, quality control and quality assurance, among others. Any collaborator or third party contract manufacturer we use would need to be compliant with cGMP. cGMP is a regulatory standard for the production of pharmaceuticals that will be used in humans.

Competition

Many of our competitors have significantly greater financial, technical, manufacturing, marketing, sales and supply resources or experience than we have. If we successfully obtain approval for any product candidate, we will face competition based on many different factors, including the safety and effectiveness of our products, the ease with which our products can be administered and the extent to which patients accept relatively new routes of administration, the timing and scope of regulatory approvals for these products, the availability and cost of manufacturing, marketing and sales capabilities, price, reimbursement coverage and patent position. Competing products could present superior treatment alternatives, including by being more effective, safer, and less expensive or marketed and sold more effectively than any products we may develop. Competitive products may make any products we develop obsolete or noncompetitive before we recover the expense of developing and commercializing our product candidates. Such competitors could also recruit our employees, which could negatively impact our level of expertise and our ability to execute our business plan.

Government Regulation and Product Approval

Governmental authorities in the U.S., at the federal, state and local level, and other countries extensively regulate, among other things, the research, development, testing, manufacture, labeling, packaging, promotion, storage, advertising, distribution, marketing and export and import of products such as those we are developing. Our product candidates must be approved by the FDA through the NDA process before they may be legally marketed in the U.S. and will be subject to similar requirements in other countries prior to marketing in those countries. The process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources.

U.S. government regulation

NDA approval processes

In the U.S., the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act (the “FDCA”) and implementing regulations. Failure to comply with the applicable U.S. requirements at any time during the product development or approval process, or after approval, may subject an applicant to administrative or judicial sanctions, any of which could have a material adverse effect on us. These sanctions could include:

refusal to approve pending applications;

withdrawal of an approval;

imposition of a clinical hold;

warning letters;

product seizures;

total or partial suspension of production or distribution; or

injunctions, fines, disgorgement, or civil or criminal penalties.

The process required by the FDA before a drug may be marketed in the U.S. generally involves the following:

completion of nonclinical laboratory tests, animal studies and formulation studies conducted according to GLPs or other applicable regulations;

submission to the FDA of an IND, which must become effective before human clinical trials may begin;

performance of adequate and well-controlled human clinical trials according to GCPs to establish the safety and efficacy of the product candidate for its intended use;

submission to the FDA of an NDA;

satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product candidate is produced to assess compliance with cGMPs to assure that the facilities, methods and controls are adequate to preserve the product candidate’s identity, strength, quality and purity; and

FDA review and approval of the NDA.

Once a pharmaceutical candidate is identified for development, it enters the preclinical or nonclinical testing stage. Nonclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the nonclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND. Some nonclinical testing may continue even after the IND is submitted. In addition to including the results of the nonclinical studies, the IND will also include a protocol detailing, among other things, the objectives of the clinical trial, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated if the first phase lends itself to an efficacy determination. The IND automatically becomes effective thirty (30) days after receipt by the FDA, unless the FDA, within the thirty (30) day time period, places the IND on clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before clinical trials can begin. A clinical hold may occur at any time during the life of an IND and may affect one or more specific studies or all studies conducted under the IND.

All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCPs. They must be conducted under protocols detailing the objectives of the trial, dosing procedures, research subject selection and exclusion criteria and the safety and effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND, and progress reports detailing the status of the clinical trials must be submitted to the FDA annually. Sponsors also must timely report to FDA serious and unexpected adverse reactions, any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigation brochure or any findings from other studies or animal or in vitro testing that suggest a significant risk in humans exposed to the drug. An institutional review board (IRB) at each institution participating in the clinical trial must review and approve the protocol before a clinical trial commences at that institution and must also approve the information regarding the trial and the consent form that must be provided to each research subject or the subject’s legal representative, monitor the study until completed and otherwise comply with IRB regulations.

Human clinical trials are typically conducted in three sequential phases that may overlap or be combined.

Phase 1—The product candidate is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and elimination. In the case of some product candidates for severe or life-threatening diseases, such as cancer, especially when the product candidate may be inherently too toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.

	·	Phase 2—Clinical trials are performed on a limited patient population intended to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.

	·	Phase 3—Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These studies are intended to establish the overall risk-benefit ratio of the product and provide an adequate basis for product labeling.

Human clinical trials are inherently uncertain and Phase 1, Phase 2 and Phase 3 testing may not be successfully completed. The FDA or the sponsor may suspend a clinical trial at any time for a variety of reasons, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the product candidate has been associated with unexpected serious harm to patients.

During the development of a new product candidate, sponsors are given opportunities to meet with the FDA at certain points. These points may be prior to the submission of an IND, at the end of Phase 2 and before an NDA is submitted. Meetings at other times may be requested. These meetings can provide an opportunity for the sponsor to share information about the data gathered to date and for the FDA to provide advice on the next phase of development. Sponsors typically use the meeting at the end of Phase 2 to discuss their Phase 2 clinical results and present their plans for the pivotal Phase 3 clinical trial that they believe will support the approval of the new drug. If a Phase 2 clinical trial is the subject of discussion at the end of Phase 2 meeting with the FDA, a sponsor may be able to request a Special Protocol Assessment (“SPA”), the purpose of which is to reach agreement with the FDA on the Phase 3 clinical trial protocol design and analysis that will form the primary basis of an efficacy claim.

According to published guidance on the SPA process, a sponsor which meets the prerequisites may make a specific request for a SPA and provide information regarding the design and size of the proposed clinical trial. The FDA is supposed to evaluate the protocol within forty-five (45) days of the request to assess whether the proposed trial is adequate, which evaluation may result in discussions and a request for additional information. An SPA request must be made before the proposed trial begins, and all open issues must be resolved before the trial begins. If a written agreement is reached, it will be documented and made part of the record. The agreement will be binding on the FDA and may not be changed by the sponsor or the FDA after the trial begins except with the written agreement of the sponsor and the FDA or if the FDA determines that a substantial scientific issue essential to determining the safety or efficacy of the product candidate was identified after the testing began.

Concurrent with clinical trials, sponsors usually complete additional animal safety studies and also develop additional information about the chemistry and physical characteristics of the product candidate and finalize a process for manufacturing commercial quantities of the product candidate in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and the manufacturer must develop methods for testing the quality, purity and potency of the product candidate. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its proposed shelf-life.

The results of product development, nonclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests and other control mechanisms, proposed labeling and other relevant information are submitted to the FDA as part of an NDA requesting approval to market the product. The submission of an NDA is subject to the payment of user fees, but a waiver of such fees may be obtained under specified circumstances. The FDA reviews all NDAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. It may request additional information rather than accept an NDA for filing. In this event, the NDA must be resubmitted with the additional information. The resubmitted application also is subject to review before the FDA accepts it for filing.

Once the submission is accepted for filing, the FDA begins an in-depth review. NDAs receive either standard or priority review. A drug representing a significant improvement in treatment, prevention or diagnosis of disease may receive priority review. The FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may require additional clinical or other data. Even if such data are submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and whether its manufacturing is cGMP-compliant. The FDA may refer the NDA to an advisory committee for review and recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. Before approving an NDA, the FDA will inspect the facility or facilities where the product is manufactured and tested.

Expedited review and approval

The FDA has various programs, including Fast Track, priority review and accelerated approval, which are intended to expedite or simplify the process for reviewing product candidates, or provide for the approval of a product candidate on the basis of a surrogate endpoint. Even if a product candidate qualifies for one or more of these programs, the FDA may later decide that the product candidate no longer meets the conditions for qualification or that the time period for FDA review or approval will be shortened. Generally, product candidates that are eligible for these programs are those for serious or life-threatening conditions, those with the potential to address unmet medical needs and those that offer meaningful benefits over existing treatments. For example, Fast Track is a process designed to facilitate the development and expedite the review of product candidates to treat serious or life-threatening diseases or conditions and fill unmet medical needs. Priority review is designed to give product candidates that offer major advances in treatment or provide a treatment where no adequate therapy exists an initial review within six months as compared to a standard review time of ten (10) months.

Although Fast Track and priority review do not affect the standards for approval, the FDA will attempt to facilitate early and frequent meetings with a sponsor of a Fast Track designated product candidate and expedite review of the application for a product candidate designated for priority review. Accelerated approval, which is described in Subpart H of 21 CFR Part 314, provides for an earlier approval for a new product candidate that is intended to treat a serious or life-threatening disease or condition and that fills an unmet medical need based on a surrogate endpoint. A surrogate endpoint is a laboratory measurement or physical sign used as an indirect or substitute measurement representing a clinically meaningful outcome. As a condition of approval, the FDA may require that a sponsor of a product candidate receiving accelerated approval perform post-marketing clinical trials.

In the Food and Drug Administration Safety and Innovation Act (“FDASIA”), the U.S. Congress encouraged the FDA to utilize innovative and flexible approaches to the assessment of product candidates under accelerated approval. The law required the FDA to issue related draft guidance within a year after the law’s enactment and also promulgate confirming regulatory changes. In June 2013, the FDA published a draft Guidance for Industry titled “Expedited Programs for Serious Conditions—Drugs and Biologics,” which provides guidance on FDA programs that are intended to facilitate and expedite development and review of new product candidates as well as threshold criteria generally applicable to concluding that a product candidate is a candidate for these expedited development and review programs.

In addition to the Fast Track, accelerated approval and priority review programs discussed above, the FDA also provided guidance on a new program for Breakthrough Therapy designation. The FDA defines a Breakthrough Therapy as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. A drug designated as a Breakthrough Therapy is eligible for accelerated approval. The FDA must take certain actions, such as holding timely meetings and providing advice, intended to expedite the development and review of an application for approval of a Breakthrough Therapy. Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or decide that the time period for FDA review or approval will not be shortened. A request for Breakthrough Therapy designation should be submitted concurrently with, or as an amendment to an IND. FDA has already granted this designation to approximately thirty (30) new product candidates and has begun approving Breakthrough Therapy designated drugs.

Patent term restoration and marketing exclusivity

Depending upon the timing, duration and specifics of FDA approval of the use of our product candidates, some of our U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of fourteen (14) years from the product candidate’s approval date. The patent term restoration period is generally one half of the time between the effective date of an IND and the submission date of an NDA, plus the time between the submission date of an NDA and the approval of that application. Only one patent applicable to an approved product candidate is eligible for the extension and the application for extension must be made prior to expiration of the patent. The USPTO, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, we intend to apply for restorations of patent term for some of our currently owned or licensed patents to add patent life beyond their current expiration date, depending on the expected length of clinical trials and other factors involved in the submission of the relevant NDA.

Market exclusivity provisions under the FDCA also can delay the submission or the approval of certain applications. The FDCA provides a five-year period of non-patent marketing exclusivity within the U.S. to the first applicant to gain approval of an NDA for a new chemical entity. A product candidate is a new chemical entity if the FDA has not previously approved any other new product candidate containing the same active moiety, which is the molecule or ion responsible for the action of the product candidate substance. During the exclusivity period, the FDA may not accept for review an abbreviated new drug application (“ANDA”) or a 505(b)(2) NDA submitted by another company for another version of such product candidate where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or non-infringement. The FDCA also provides three years of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an approved NDA if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, for example, for new indications, dosages or strengths of an existing product candidate. This three-year exclusivity covers only the conditions associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for product candidates containing the original active agent. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to conduct or obtain a right of reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.

Orphan drug designation

Under the Orphan Drug Act, the FDA may grant orphan drug designation to product candidates intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the U.S. or more than 200,000 individuals in the U.S. and for which there is no reasonable expectation that the cost of developing and making available in the U.S. a product candidate for this type of disease or condition will be recovered from sales in the U.S. for that product candidate. Orphan drug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in or shorten the duration of the regulatory review and approval process.

If a product candidate that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product candidate is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same product candidate for the same indication, except in very limited circumstances, for seven (7) years. Orphan drug exclusivity, however, could also block the approval of one of our product candidates for seven years if a competitor obtains approval of the same product candidate as defined by the FDA or if our product candidate is determined to be contained within the competitor’s product candidate for the same indication or disease.

Pediatric exclusivity and pediatric use

Under the Best Pharmaceuticals for Children Act (“BPCA”), certain product candidates may obtain an additional six months of exclusivity if the sponsor submits information requested in writing by the FDA (a “Written Request”) relating to the use of the active moiety of the product candidate in children. The FDA may not issue a Written Request for studies on unapproved or approved indications or where it determines that information relating to the use of a product candidate in a pediatric population, or part of the pediatric population, may not produce health benefits in that population.

In addition, the Pediatric Research Equity Act (“PREA”) requires a sponsor to conduct pediatric studies for most product candidates and biologics, for a new active ingredient, new indication, new dosage form, new dosing regimen or new route of administration. Under PREA, original NDAs, biologics license application and supplements thereto must contain a pediatric assessment unless the sponsor has received a deferral or waiver. The required assessment must assess the safety and effectiveness of the product candidate for the claimed indications in all relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation for which the product candidate is safe and effective. The sponsor or FDA may request a deferral of pediatric studies for some or all of the pediatric subpopulations. A deferral may be granted for several reasons, including a finding that the product candidate or biologic is ready for approval for use in adults before pediatric studies are complete or that additional safety or effectiveness data needs to be collected before the pediatric studies begin. After April 2013, the FDA must send a noncompliance letter to any sponsor that fails to submit the required assessment, keep a deferral current or fails to submit a request for approval of a pediatric formulation.

Post-approval requirements

Once an approval is granted, the FDA may withdraw the approval if compliance with regulatory requirements is not maintained or if problems occur after the product candidate reaches the market. Later discovery of previously unknown problems with a product candidate may result in restrictions on the product candidate or even complete withdrawal of the product candidate from the market. After approval, some types of changes to the approved product candidate, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further FDA review and approval. In addition, the FDA may require testing and surveillance programs to monitor the effect of approved product candidates that have been commercialized, and the FDA has the power to prevent or limit further marketing of a product candidate based on the results of these post-marketing programs.

Any product candidates manufactured or distributed by us pursuant to FDA approvals are subject to continuing regulation by the FDA, including, among other things:

record-keeping requirements;

reporting of adverse experiences with the product candidate;

providing the FDA with updated safety and efficacy information;

drug sampling and distribution requirements;

notifying the FDA and gaining its approval of specified manufacturing or labeling changes; and

complying with FDA promotion and advertising requirements.

Drug manufacturers and other entities involved in the manufacture and distribution of approved product candidates are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and some state agencies for compliance with cGMP and other laws.

Regulation outside of the U.S.

In addition to regulations in the U.S., we will be subject to regulations of other countries governing any clinical trials and commercial sales and distribution of our product candidates. Whether or not we obtain FDA approval for a product, we must obtain approval by the comparable regulatory authorities of countries outside of the U.S. before we can commence clinical trials in such countries and approval of the regulators of such countries or economic areas, such as the European Union, before we may market products in those countries or areas. The approval process and requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from place to place, and the time may be longer or shorter than that required for FDA approval.

Under European Union regulatory systems, a company may submit marketing authorization applications either under a centralized or decentralized procedure. The centralized procedure, which is compulsory for medicines produced by biotechnology or those medicines intended to treat AIDS, cancer, neurodegenerative disorders or diabetes and is optional for those medicines which are highly innovative, provides for the grant of a single marketing authorization that is valid for all European Union member states. The decentralized procedure provides for mutual recognition of national approval decisions. Under this procedure, the holder of a national marketing authorization may submit an application to the remaining member states. Within ninety (90) days of receiving the applications and assessments report, each member state must decide whether to recognize approval. If a member state does not recognize the marketing authorization, the disputed points are eventually referred to the European Commission, whose decision is binding on all member states.

As in the U.S., we may apply for designation of a product candidate as an orphan drug for the treatment of a specific indication in the European Union before the application for marketing authorization is made. Orphan drugs in Europe enjoy economic and marketing benefits, including up to ten years of market exclusivity for the approved indication unless another applicant can show that its product is safer, more effective or otherwise clinically superior to the orphan-designated product.

Reimbursement

Sales of our products will depend, in part, on the extent to which the costs of our products will be covered by third-party payors, such as government health programs, commercial insurance and managed healthcare organizations. These third-party payors are increasingly challenging the prices charged for medical products and services. Additionally, the containment of healthcare costs has become a priority of federal and state governments and the prices of drugs have been a focus in this effort. The U.S. government, state legislatures and foreign governments have shown significant interest in implementing cost-containment programs, including price controls, restrictions on reimbursement and requirements for substitution of generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue and results. If these third-party payors do not consider our products to be cost-effective compared to other therapies, they may not cover our products after approved as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products on a profitable basis.

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (“MMA”) imposed new requirements for the distribution and pricing of prescription drugs for Medicare beneficiaries. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities which will provide coverage of outpatient prescription drugs. Part D plans include both stand-alone prescription drug benefit plans and prescription drug coverage as a supplement to Medicare Advantage plans. Unlike Medicare Part A and B, Part D coverage is not standardized. Part D prescription drug plan sponsors are not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary that identifies which drugs it will cover and at what tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic category and class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any formulary used by a Part D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee. Government payment for some of the costs of prescription drugs may increase demand for our products for which we receive marketing approval. However, any negotiated prices for our products covered by a Part D prescription drug plan will likely be lower than the prices we might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similar reduction in payments from non-governmental payors.

The American Recovery and Reinvestment Act of 2009 provides funding for the federal government to compare the effectiveness of different treatments for the same illness. A plan for the research will be developed by the Department of Health and Human Services, the Agency for Healthcare Research and Quality and the National Institutes for Health, and periodic reports on the status of the research and related expenditures will be made to the U.S. Congress. Although the results of the comparative effectiveness studies are not intended to mandate coverage policies for public or private payors, it is not clear what effect, if any, the research will have on the sales of any product, if any such product or the condition that it is intended to treat is the subject of a study. It is also possible that comparative effectiveness research demonstrating benefits in a competitor’s product could adversely affect the sales of our product candidates. If third-party payors do not consider our products to be cost-effective compared to other available therapies, they may not cover our products as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products on a profitable basis.

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, collectively referred to as the “ACA,” enacted in March 2010, had a significant impact on the health care industry by expanding coverage for the uninsured. With regard to pharmaceutical products, among other things, ACA is expanded and increased industry rebates for drugs covered under Medicaid programs and made changes to the coverage requirements under the Medicare Part D program. The administration and Congress which will take office in January 2017, has pledged to repeal and replace the ACA, largely because of significantly increasing health insurance premiums and decreasing participation by members of the insurance companies. We cannot predict the impact of any repeal, replacement or modifications which may be enacted.

In addition, in some non-U.S. jurisdictions, the proposed pricing for a product candidate must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our product candidates. Historically, product candidates launched in the European Union do not follow price structures of the U.S. and generally tend to be significantly lower.

Environment

Our third party manufacturers are subject to inspections by the FDA for compliance with cGMP and other U.S. regulatory requirements, including U.S. federal, state and local regulations regarding environmental protection and hazardous and controlled substance controls, among others. Environmental laws and regulations are complex, change frequently and have tended to become more stringent over time. We have incurred, and may continue to incur, significant expenditures to ensure we are in compliance with these laws and regulations. We would be subject to significant penalties for failure to comply with these laws and regulations.

Sales and Marketing

Our current focus is on the development of our existing portfolio, the completion of clinical trials and, if and where appropriate, the registration of our product candidates. We currently do not have marketing, sales and distribution capabilities. If we receive marketing and commercialization approval for any of our product candidates, we intend to market the product either directly or through collaborations, strategic alliances and distribution agreements with third parties. The ultimate implementation of our strategy for realizing the financial value of our product candidates is dependent on the results of clinical trials for our product candidates, the availability of funds and the ability to negotiate acceptable commercial terms with third parties.

Employees

As of the date of this prospectus, we had six employees, including certain of our executive officers, four of whom are engaged in research and development and two in administration. We consider our relationship with our employees to be good.

Facilities

Our corporate headquarters are located in Rockville, Maryland, where we lease shared access to office space and reception services and our research and development activities are performed in approximately 800 square feet of laboratory space and a 400 square office located in Germantown, Maryland. All of such space is leased from a non-affiliated third party pursuant to leases expiring in July 2017, which provide for an aggregate monthly rental of $3,807.

We believe that our existing facilities are adequate for our current needs and have sufficient laboratory space to house additional scientists as we grow. When our lease expires, we may exercise our renewal options or look for additional or alternate space for our operations. We believe that suitable additional or alternative space will be available in the future on commercially reasonable terms.

Legal Proceedings

Currently there are no legal proceedings pending or threatened against us.

MANAGEMENT

Directors and Executive Officers

Our directors and executive officers and their respective ages and titles are as follows:

Name	Age	Position(s) and Office(s) Held

Anatoly Dritschilo, M.D.	72	Chairman of the Board and Chief Executive Officer

Peter Dritschilo, M.D.	47	President and Chief Financial Officer

Milton Brown, M.D., Ph.D.	51	Chief Scientific Officer for Chemistry and Director

Mira Jung, Ph.D.	67	Chief Scientific Officer for Biology and Director

Theodore L. Phillips, Ph.D.	83	Clinical Director

Michael J. Starkweather	33	Vice President, Business Development

Set forth below is a brief description of the background and business experience of our directors and executive officers.

Anatoly Dritschilo, M.D., is a co-founder of the Company and has served as Chairman of the Board and Chief Executive Officer since formation in December 2012. Dr. Dritschilo is a radiation oncologist by training and has held multiple leadership positions in health care. At Georgetown University Medical School in Washington, D.C., he served as Department Chair from 1980 to 2016; Chief of Radiation Oncology at MedStar-Georgetown University Hospital from 2005 to 2016; Medical Director of Georgetown University Hospital from 1994 to 1997; and Interim Director of the NCI-funded Lombardi Comprehensive Cancer Center from 2005 to 2007. He has also served on the Boards of Directors of MedStar-Georgetown University Hospital, the National Capital Rehabilitation Hospital and the MedStar Research Institute. His experience with Pharma includes Board of Directors membership of NeoPharm, Inc, and he was a founding director of Oncomed (Neopharm). His 200+ scientific publications and 12 issued patents have earned him election as a Fellow of the National Academy of Inventors. Dr. Dritschilo holds a BS degree in Chemical Engineering from the University of Pennsylvania, his medical degree from the College of Medicine of New Jersey and residency training from the Harvard, Joint Center for Radiation Therapy. His qualifications support his service as CEO and Chairman of the Board of Directors of Shuttle Pharmaceuticals, Inc.

Peter Dritschilo has served as our President and Chief Financial Officer since Shuttle was formed in December 2012. He has over 15 years of business management experience in medical services and cancer treatment. He has held administrative positions with Medstar-Rad America from 2001 to 2005, Georgetown University 2005 to 2006, Prince William Hospital and the Fauquier Hospital 2006 to 20011 and Inova Health System from 2011 to 2016. Mr. Dritschilo graduated from Georgetown University and received his MBA from the George Washington University. His experience in the technical aspects of Radiation Oncology, as well as business management experience in administering freestanding and hospital based clinical departments provides a unique understanding of the roles of drugs for use with cancer radiation therapy.

Milton Brown, M.D., Ph.D., a co-founder of the Company, has served as our Chief Scientific Officer for Chemistry and as a member of our board of directors since we were formed in December 2012. Dr. Brown was a founder in 2004 of Rivanna Pharmaceuticals, a Virginia-based biopharmaceutical company engaged in the discovery and development of novel small molecule therapeutics for the treatment of neurological diseases and cancer. Since 2012, Dr. Brown has served as Director of the Drug Discovery Center at Georgetown University Medical School and since 2010, he has been the principal investigator of the NIH/NCI funded Chemical Diversity Center. He brings to Shuttle 15 years of experience in drug discovery with over 80 publications and eight issued patents, including discovery of novel HDAC inhibitors and has two drugs currently in clinical trials. He has served on government committees including the NIH Experimental Therapeutics Study Section, the NIH Drug Discovery and Molecular Pharmacology Study Section and was a scientific counselor to the U.S. Secretary of Health. Dr. Brown holds a Ph.D. in synthetic chemistry from University of Alabama, and an MD from the University of Virginia. He is uniquely qualified to direct Shuttle’s drug discovery program and serve as our director.

Mira Jung, Ph.D., a co-founder of the Company, has served as our Chief Scientific officer for Biology and as has been a member of our board of directors since we were formed in December 2012. Since 2005, Dr. Jung has served as Professor of Radiation Medicine and Microbiology at Georgetown University Medical School, with over 20 years of experience in molecular radiation biology research. She is an expert in mechanisms of radiation resistance and on the roles of HDAC inhibitors in modifying the radiation response. Dr. Jung’s research has been funded by NIH and the DOD leading to 90 publications and six issued patents, including the first reports of HDAC inhibitor drug classes modifying cancer cell radiation resistance and protecting normal tissues from radiation damage. Dr. Jung holds an MA degree and a PhD in Microbiology and Molecular Virology from the University of Kansas. Dr. Jung provides experience and expertise in the discovery and development of new HDAC inhibitors and their pre-clinical evaluation and is uniquely qualified to serve as an officer and director.

Theodore L. Phillips, M.D., has served as Clinical Director since 2013 and has held positions of Chair of the Department of Radiation Oncology (from1978 to 1998) and Associate Director (from 1996 to 1999), of the UCSF Cancer Center at the University of California at San Francisco. He is highly experienced in radiation oncology clinical trials of hypoxic radiation sensitizers. Dr. Phillips serves as the principal investigator for the for the Phase 1 clinical trial of ropidoxuridine being undertaken pursuant to our SBIR contract. He previously served as Associate Director of the Northern California Oncology Group from 1983-1990, president of the American Society of Therapeutic Radiation Oncologists from 1984 to 1985, and is an elected member of the Institute of Medicine of the National Academy of Science. Dr. Phillips holds a BS degree from Dickinson College in Carlisle, Pennsylvania and a MD from the University of Pennsylvania. He directs the design and performance of clinical trials of radiation therapy and radiation response modifying drugs.

Michael J. Starkweather joined the Company as its Vice President of Business Development in 2016. He served as an administrative sergeant in the United States Army from 2004 to 2008 and developed his initial business experience in the fitness industry both while serving and subsequent thereto. He built a successful fitness franchise, Live Fit, and sold it in 2013. In March, 2014, he was positioned as president of FGI Holdings, LLC, a health center holdings company, managing five FX Fitness gym locations rebranding and building successful sales operations in each. The same year he filed for Chapter 7 bankruptcy protection due to the failure of a personal business venture. In 2015, he served as Chief Operating Officer of Golden Global Corp. initially tasked with negotiating outside investments and with the management of a reverse merger. On November 24, 2015, he was appointed interim CEO of Golden Global Corp. in order to renegotiate distressed credit and restructure the share base. In 2015, he also briefly served on the board of advisors for Textmunication Holdings. He founded CHMS, LLC in 2011, a consulting firm focused on building sustainable growth for emerging companies while acquiring private funding and currently serves as its senior partner. As a consultant, he has built sales and marketing systems, while leveraging a network of hedge funds, private equity and high net worth investors. Shuttle believes Mr. Starkweather is qualified to be on the management team due to his extensive and unique business background and his experience taking companies public.

Family Relationships

Dr. Anatoly Dritschilo and Peter Dritschilo are father and son. Mira Jung and Gene Jung are mother and son. There are no other family relationships among our directors and executive officers.

Terms of Office

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders and until a successor is appointed and qualified, or until their removal, resignation, or death. Executive officers serve at the pleasure of the board of directors.

Director Independence

At present, none of our directors are “independent” as defined under Nasdaq listing standards and Rule 10A-3(b)(1) under the Exchange Act. In order to list our shares of common stock for trading on Nasdaq, we will need to expand our board of directors so that at least 50% (assuming we meet the definition of “smaller reporting company”), if not a majority of our directors are “independent.” Accordingly, prior to effectiveness of the registration statement of which this prospectus forms a part, we intend to expand our board of directors to include such number of additional members who meet the independence criteria to allow us to meet the Nasdaq listing standards

Board Committees

General

Prior to effectiveness of the registration statement of which this prospectus forms a part, our board of directors will establish three committees, an audit committee, a compensation committee and a nominating and corporate governance committee. The members of each committee will be “independent” as defined under Nasdaq listing standards and Rule 10A-3(b)(1). Moreover, at least one member of the audit committee will qualify as an “audit committee financial expert” as the term is defined under Nasdaq listing standards and applicable rules and regulations of the SEC, based on their respective business professional experience in the financial and accounting fields.

Audit Committee

The audit committee will assist our board of directors in its oversight of the Company’s accounting and financial reporting processes and the audits of the company’s financial statements, including (a) the quality and integrity of the Company’s financial statements (b) the company’s compliance with legal and regulatory requirements, (c) the independent auditors’ qualifications and independence and (d) the performance of the Company’s internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors. Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;

discuss the annual audited financial statements and the quarterly unaudited financial statements with management and the independent auditor prior to their filing with the SEC in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

review with the Company’s management on a periodic basis (i) issues regarding accounting principles and financial statement presentations, including any significant changes in our company’s selection or application of accounting principles; and (ii) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company;

monitor the Company’s policies for compliance with federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;

maintain open, continuing and direct communication between the board of directors, the audit committee and our independent auditors; and

monitor our compliance with legal and regulatory requirements and shall have the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.

Compensation Committee

The compensation committee will aid our board of directors in meeting its responsibilities relating to the compensation of the Company’s executive officers and to administer all incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired by directors, executive officers, employees and consultants. Further, the compensation committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

review periodically our Company’s philosophy regarding executive compensation to (i) ensure the attraction and retention of corporate officers; (ii) ensure the motivation of corporate officers to achieve the Company’s business objectives; and (iii) align the interests of key management with the long-term interests of the Company’s shareholders;

review and approve corporate goals and objectives relating to chief executive officer compensation and other executive officers of Shuttle;

make recommendations to the board of directors regarding compensation for non-employee directors, and review periodically non-employee director compensation in relation to other comparable companies and in light of such factors as the compensation committee may deem appropriate; and

review periodically reports from management regarding funding the Company’s pension, retirement, long-term disability and other management welfare and benefit plans.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee will recommend to the board of directors individuals qualified to serve as directors and on committees of the board of directors to advise the board of directors with respect to the board of directors composition, procedures and committees to develop and recommend to the board of directors a set of corporate governance principles applicable to the Company; and to oversee the evaluation of the board of directors and Shuttle’s management.

Further, the nominating and corporate governance committee, to the extent it deems necessary or appropriate, among its several other responsibilities shall:

recommend to the board of directors and for approval by a majority of independent directors for election by shareholders or appointment by the board of directors as the case may be, pursuant to our bylaws and consistent with the board of director’s evidence for selecting new directors;

review the suitability for continued service as a director of each member of the board of directors when his or her term expires or when he or she has a significant change in status;

review annually the composition of the board of directors and to review periodically the size of the board of directors;

make recommendations on the frequency and structure of board of directors meetings or any other aspect of procedures of the board of directors;

make recommendations regarding the chairmanship and composition of standing committees and monitor their functions;

review annually committee assignments and chairmanships;

recommend the establishment of special committees as may be necessary or desirable from time to time; and

develop and review periodically corporate governance procedures and consider any other corporate governance issue.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any shareholder requesting a copy in writing from our Secretary at our executive offices in Rockville, Maryland. A copy of our code of ethics is available on our website at www.shuttlepharma.com.

Board of Directors Role in Risk Oversight

Members of the board of directors have periodic meetings with management and the Company’s independent auditors to perform risk oversight with respect to the Company’s internal control processes. The Company believes that the board’s role in risk oversight does not materially affect the leadership structure of the Company.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer, Chief Financial Officer and our other executive officers for 2016, 2015 and 2014.

SUMMARY COMPENSATION TABLE

Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards (#)		Option Awards (#)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Anatoly
Dritschilo M.D.,
CEO	2016		36,188		0		0		0		0		0		0		36,188
	2015		18,960		0		0		0		0		0		0		18,960
	2014		2,084		0		0		0		0		0		0		2,084

Peter Dritschilo,
President/CFO	2016		20,146		0		0		0		0		0		0		20,146
	2015		6,015		0		0		0		0		0		0		6,015
	2014		0		0		0		0		0		0		0		0

Milton Brown,
M.D., Ph.D.,
Chief Scientific
Officer-	2016		0		0		0		0		0		0		0		0
Chemistry	2015		0		0		0		0		0		0		0		0
	2014		0		0		0		0		0		0		0		0

Mira Jung, Ph.D.,
Chief Scientific
Officer-Biology	2016		0		0		0		0		0		0		0		0
	2015		0		0		0		0		0		0		0		0
	2014		0		0		0		0		0		0		0		0

Theodore L.
Phillips, Ph.D.,
Clinical Director	2016		93,699		0		0		0		0		0		0		93,699
	2015		79,818		0		0		0		0		0		0		79,818
	2014		22,997		0		0		0		0		0		0		22,997

Michel J. Starkweather
Vice President of
Business Development	2016		8,200		0		0		0		0		0		0		8,200

Employment Agreements

The Company has “at will” employment agreements with two executive officers, Dr. Theodore L. Phillips and Michael Starkweather. Under the employment agreements, Dr. Phillips and Mr. Starkweather devote 51% and 20% of their respective working time to the affairs of the Company, in exchange for which they are compensated at the rates of $92,500 and $20,000 respectively, reflecting the proration of their respective working time. The employment agreements contain confidentiality, intellectual property assignment and non-competition provisions.

Outstanding Equity Awards at Fiscal Year-End

There are no current outstanding equity awards to our executive officers.

Director Compensation

It is anticipated that our non-employee directors will be compensated with options to purchase common stock or awards of common stock as determined by the compensation committee. In addition, non-employee directors will also reimbursed for out-of-pocket costs incurred in connection with attending meetings.

2016 Incentive Stock Plan

Our 2016 Incentive Stock Plan provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2016 Incentive Stock Plan, restricted stock awards, other stock based awards, or any combination of the foregoing. The 2016 Incentive Stock Plan is administered by the compensation committee, or alternatively, if there is no compensation committee, the board of directors. 7,500,000 shares of our common stock are reserved for issuance pursuant to the exercise of awards under the 2016 Incentive Stock Plan. The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the 2016 Incentive Stock Plan is equal to 15% of our issued and outstanding common stock. No awards are outstanding as of the date of this prospectus.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of the date of this prospectus, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of the our common stock and by directors and executive officers as a group. Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 1 Research Court, Suite 450, Rockville, Maryland 20850.

Names and addresses	Number of shares of			Percentage of class
of	common stock			beneficially owned (%)
beneficial owners	beneficially owned (#)			Before Offering		After Offering⁽¹⁾

Directors and executive officers:

Anatoly Dritschilo, M.D.		29,250,000	⁽²⁾		65.0		59.1

Peter Dritschilo		0			0.0		0.0

Milton Brown, M.D., Ph.D.		6,750,000			15.0		13.6

Mira Jung, Ph.D.		6,750,000	⁽³⁾		15.0		13.6

Theodore L. Phillips, Ph.D.		0			0.0		0.0

Michael J. Starkweather		0			0.0		0.0

All directors and officers as a group (six persons)		42,750,000	⁽²⁾		100.0		86.4

Other 5% percent beneficial owners:

Joy Dritschilo		29,250,000	⁽²⁾		65.0		59.1

Gene Jung		2,250,000			5.0		4.5

The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security.

⁽¹⁾

Gives pro forma effect to the sale of all 4,500,000 shares offered hereby and the conversion of $125,250 in principal amount of our outstanding Convertible Notes into 22, 270 shares of our common stock.

⁽²⁾

Includes 6,750,000 shares of our common stock held of record by Dr. Anatoly Dritschilo and 22,500,000 shares of common stock held of record by Joy Dritschilo, his spouse.

⁽³⁾

Includes 6,750,000 shares of our common stock held of record by Dr. Mira Jung.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

On August 15, 2016, the Company received a loan from Joy Dritschilo, our principal shareholder in the amount of $50,000. The loan matures on August 14, 2017, bears interest at 5% per annum and requires monthly payments of $4,280.37. As of September 30, 2016, the principal amount of the loan was reduced to $45,928.

On November 22, 2013, the Company made a loan to Dr. Milton Brown, Chief Scientific Officer for Chemistry, in the amount of $75,000. The loan was repayable in monthly installments of $2,248 including interest at 5% per annum through December 1, 2016 when the loan was fully repaid. As of September 30, 2016, the outstanding principal amount of the loan was $4,912. The loan was made to Dr. Milton Brown in connection with his recruitment to serve as Chief Scientific Officer.

Review, Approval and Ratification of Related Party Transactions

All related party transactions are subject to the review, approval or ratification of our board of directors or an appropriate committee thereof.

DESCRIPTION OF CAPITAL STOCK

Capital Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 and 5,000,000 shares of preferred stock, par value $0.01.

Common Stock

As of the date of this prospectus, 45,000,000 shares of common stock are issued as outstanding. The shares of common stock presently outstanding are, and the shares of common stock in this Offering, when issued and paid for as contemplated herein, will be, fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions.

Holders of common stock are entitled to receive dividends, if and when declared by the board of directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

Preferred Stock

Our board of directors has the authority, without further action by the shareholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences and the number of shares constituting any series or the designation of such series. While our Articles of Incorporation and bylaws do not contain any provisions that may delay, defer or prevent a change in control, the issuance of preferred stock may have the effect of delaying or preventing a change in control or make removal of our management more difficult. No shares of preferred stock are outstanding as of the date of this prospectus.

Anti-takeover Effect of Certain Provisions of Maryland Law

General

The business combination provisions and the control share acquisition provisions of the MGCL could delay, defer or prevent a transaction or a change in the control of us that might involve a premium price for holders of our common stock or otherwise be in their best interest.

Business Combinations

Under the MGCL, “business combinations” between a Maryland corporation and an interested shareholder or an affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested shareholder is defined as:

any person who beneficially owns 10% or more of the voting power of the outstanding voting stock of the corporation’s shares; or

an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested shareholder under the statute if the board of directors approved in advance the transaction by which he otherwise would have become an interested shareholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the Maryland corporation and an interested shareholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation, voting together as a single voting group; and

two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

These super-majority vote requirements do not apply if, among other conditions, the corporation’s common stockholders receive a minimum price, as defined in the MGCL, for their shares in the form of cash or other consideration in the same form as previously paid by the interested shareholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested shareholder becomes an interested shareholder.

Control Share Acquisitions

The MGCL provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

one-tenth or more but less than one-third;

one-third or more but less than a majority; or

a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained shareholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any shareholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of shareholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a shareholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction; or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.

Nasdaq Listing

We intend to apply to have the shares of common stock listed on Nasdaq, subject to our sale of a sufficient number of shares in the Offering to meet the listing requirements of Nasdaq. There can be no assurance that an application for listing the shares on Nasdaq or on any other market will be approved.

Transfer Agent

Following effectiveness of this registration statement of which this prospectus forms a part, we intend to appoint VStock Transfer, LLC, Woodmere, New York, as transfer agent for our common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot assure you that a liquid trading market for our common stock will develop or be sustained after this offering.

Rule 144

In general, under Rule 144 under the Securities Act, beginning ninety (90) days after the effective date of the registration statement of which this prospectus is a part, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six (6) months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six (6) months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through Nasdaq or such other market on which our shares of common stock are listed for trading during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

2016 Incentive Stock Plan

We intend to file with the SEC a registration statement under the Securities Act covering the shares of common stock that we may issue upon exercise of awards which may be granted under out 2016 Incentive Stock Plan. Such registration statement is expected to be filed and become effective as soon as practicable after the effectiveness of this registration statement. Accordingly, shares registered under such registration statement will be available for sale in the open market following its effective date, subject to Rule 144 volume and manner of sale limitations, if applicable.

PLAN OF DISTRIBUTION

Terms of the Offering

The Offering is a direct public offering being conducted on a self-underwritten, “best efforts, minimum-maximum” basis, which means (i) the Company will not use the services of an underwriter and our executive officers and directors will attempt to sell the shares directly to investors; and (ii) the Offering will be terminated in the event the minimum number of subscriptions set forth herein are not received and accepted by the Company. The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. The Company’s executive officers and directors may also reach out to personal contacts such as family, friends and acquaintances and may conduct investment presentations in the form of a roadshow at various biotech and pharmaceutical investor conferences. Our executive officers and directors will not receive commissions or any other remuneration from any sales of shares in this offering.

Until the Company receives subscriptions and payment for a minimum of 1,250,000 shares ($10,000,000), subscription proceeds will be deposited in a non-interest bearing escrow account with and held in escrow by PNC Bank, N.A as escrow agent. After closing on the minimum offering, subscription proceeds will not be deposited into the escrow account and held in escrow, but rather, will be paid directly to the Company.

Our executive officers and directors meet the conditions of the Rule 3a4-1 exemption, as: (a) they are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act; (b) they will not be compensated in connection with their participation in the direct public offering or resale offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities; and (c) they will not be associated persons of a broker or dealer at the time of their participation in the direct public offering and resale offering. Further, our officers and directors: (a) at the end of the offerings, will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities; (b) are not, nor have been within the preceding twelve (12) months, a broker or dealer, and they are not, nor have they been within the preceding twelve (12) months, an associated person of a broker or dealer; and (c) they have not participated in another offering of securities pursuant to the Exchange Act Rule 3a4-1 in the past twelve (12) months and they have not and will not participate in selling an offering of securities for any issuer more than once every twelve (12) months other than in reliance on the Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale, an exemption from such registration is available, or if qualification requirement is available and with which the Company has complied. In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

Offering Period and Expiration Date

Procedures for Subscribing

If you decide to subscribe for any shares in this Offering, you must:

execute and deliver a Subscription Agreement; and

deliver the subscription price to the Company by cashier’s check or wire transfer of immediately available funds.

The Subscription Agreement requires you to disclose your name, address, social security number, telephone number, email address, number of shares you are purchasing, and the price you are paying for your shares.

Acceptance of Subscriptions

Upon the Company’s acceptance of a subscription and receipt of full payment, and subject to the timing qualification set forth above, the Company shall countersign the Subscription Agreement and issue a stock certificate along with a copy of the Subscription Agreement.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within three (3) business days after we receive them.

LEGAL MATTERS

The validity of the common stock being offered hereby has been passed upon by Gutierrez Bergman Boulris, P.L.L.C., Coral Gables, Florida.

EXPERTS

The audited financial statements included in this prospectus and elsewhere in the registration have so been included in reliance upon the report of Paritz and Company, P.A., independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company. You may inspect the registration statement, exhibits and schedules filed with the SEC at the SEC’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the SEC, 100 F Street, N.E. Washington, D.C. 20549. Please Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the SEC. Our registration statement and the referenced exhibits can also be found on this site.

DISCLOSURE OF SEC POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

In accordance with the provisions in our Amended and Restated Articles of Incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

SHUTTLE PHARMACEUTICALS, INC.

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of December 31, 2015 and 2014	F-3

Statements of Operations for the years ended December 31, 2015 and 2014	F-4

Statements of Changes in Members’ Equity for the years ended December 31, 2015 and 2014	F-5

Statements of Cash Flows for the years ended December 31, 2015 and 2014	F-6

Notes to Financial Statements	F-7

Balance Sheets as of September 30, 2016 and December 31, 2015 (unaudited)	F-12

Statements of Operations for the nine months ended September 30, 2016 and 2015 (unaudited)	F-13

Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)	F-14

Notes to Financial Statements (unaudited)	F-15

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

Shuttle Pharmaceuticals, LLC.

We have audited the accompanying balance sheets of Shuttle Pharmaceuticals, LLC as of December 31,2015 and 2014 and the related statements of operations, changes in members’ equity and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shuttle Pharmaceuticals, LLC as of December 31,2015 and 2014, and the results of its operations and cash flows for the years ended December 31, 2015 and 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As discussed in Note 2 the Company has losses from operations and has an accumulated deficit of $730,268 at December 31, 2015. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Management plans are also discussed in Note 2.The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Paritz & Company, P.A.

Hackensack, New Jersey

November 14, 2016

F-2

Shuttle Pharmaceuticals, LLC.

Balance Sheets

	December 31,
	2015			2014
Assets

Current Assets
Cash and Cash Equivalents	$	128,837		$	106,957
Contract Receivable		46,648			22,706
Note Receivable-Related Party		24,728			50,160

Total Current Assets		200,213			179,823

Property and Equipment, net		54,096			72,572

Total Assets	$	254,309		$	252,395

Liabilities and Members’ Equity

Current Liabilities
Accrued Expenses		4,577			12,672

Current Liabilities and Total		4,577			12,672

Members’ Equity
Members’ Contributions		980,000			680,000
Accumulated Deficit		(730,268	)		(440,277	)
Total Members’ Equity		249,732			239,723

Total Liabilities and Members’ Equity	$	254,309		$	252,395

The Accompanying Notes are an Integral Part of the Financial Statements

F-3

Shuttle Pharmaceuticals, LLC.

Statements of Operations

	For the Years ended December 31,
	2015			2014
Revenue	$	-		$	-
Operating expenses
Research and Development-Net of Contracts		214,519			280,665

General and administrative		77,140			51,258
Total operating expenses		291,659			331,923

Loss from Operations		(291,659	)		(331,923	)

Other Income
Interest Income-related party		1,668			3,389

Net loss		(289,991	)		(328,534	)

The Accompanying Notes are an Integral Part of the Financial Statements

F-4

Shuttle Pharmaceuticals, LLC.

Statement of Changes in Member Equity

	Member Contributions		Accumulated Deficit			Total
Balance-January 1, 2014	$	280,000	$	(111,743	)	$	168,257
Member Contributions	$	400,000					400,000
Net Loss				(328,534	)		(328,534	)
Balance December 31, 2014	$	680,000	$	(440,277	)	$	239,723
Member Contributions		300,000					300,000
Net Loss				(289,991	)		(289,991	)
Balance-December 31, 2015	$	980,000	$	(730,268	)	$	249,732

The Accompanying Notes are an Integral Part of the Financial Statements

F-5

Shuttle Pharmaceuticals, LLC.

Statements of Cash Flows

	For the Years Ended December 31,
	2015			2014
Cash flows from operating activities:
Net Loss	$	(289,991	)	$	(328,534	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		18,476			18,476
Change in Operating Assets and Liabilities
Contract Receivable		(23,942	)		(22,706	)
Accrued Expenses		(8,095	)		7,026

Net cash used in operating activities		(303,552	)		(325,738	)

Cash flow from investing activities:
Repayment of note receivable-related party		25,432			24,839
Net cash provided by investing activities		25,432			24,839

Cash flow from financing activities
Member Contributions		300,000			400,000
Net cash provided by financing activities		300,000			400,000

Net increase in cash and cash equivalents		21,880			99,101
Cash and cash equivalents at beginning of year		106,957			7,856

Cash and cash equivalents at end of year	$	128,837		$	106,957

Supplemental Disclosure of Cash Flow Information:
Cash paid during year for interest	$	0		$	0
Cash paid during year for taxes	$	0		$	0

The Accompanying Notes are an Integral Part of the Financial Statements

F-6

Shuttle Pharmaceuticals, LLC.

Notes to Financial Statements

Note 1

Nature of Organization

Operations

Shuttle Pharmaceuticals, LLC, was formed in the State of Maryland on December 18, 2012. The Company’s primary purpose is the development and commercialization of unique drugs for the sensitization of cancers and protection of normal tissues, to improve the outcomes of cancer patients receiving radiation therapy. The company has a product (ropidoxuridine) for use with radiation therapy which is the subject of a Small Business Innovation Research (SBIR) contract with the National Cancer Institute (NCI), a unit of the National Institutes of Health. The company also has obtained an option to rights to a product (doranidazole) for use with radiosurgery, developed by Pola Pharma, a Japanese Pharmaceutical company (“Pola”).

Pola has granted to the Company an exclusive option to license Doranidazole in the U.S. As consideration for this exclusive option, the Company shall grant to Pola a royalty free, fully paid up, perpetual non-exclusive license to use any and all data, results, information and know how generated through activities by the Company during the option period, for licensing, development or commercializing purposes of Doranidazole. The option has not yet been exercised and the Company has incurred no costs to date.

Upon exercise of the option, the Company and Pola have agreed to execute within a reasonable period not to exceed thirty (30) days a license agreement granting the Company exclusive rights to make, have made, use, import, export, offer to sell and sell Doranidazole in the U.S. In the event Shuttle needs the active pharmaceutical ingredient of Doranidazole, API, for their evaluation, Shuttle may purchase API from Pola for a price of US$20,000/kg on “as is” basis up to 10kg. Pola shall be responsible for the preparation, filing, prosecution and maintenance of any and all patent applications and patents related to Doranidazole and its commercialization.

The Company is in the development stage, requiring substantial capital for research, product development and market development activities. The Company has not marketed a commercial product and the Company’s proposed products will require successful clinical testing, regulatory approval and additional investment prior to commercialization. The future success of the Company is dependent on its ability to raise working capital to develop and eventually to manufacture and market its products. There is no assurance that the Company will be able to secure the necessary financing or regulatory approvals to attain successful future operations. Therefore, the predictability of the Company’s future is uncertain.

Note 2

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has losses from operations and has an accumulated deficit of $730,268 as of December 31, 2015. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management will seek potential business opportunities for merger or acquisition of an existing company. Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and that of its Board of Directors in accomplishing the business purposes of the Company.

F-7

Note 3

Summary of Significant Accounting Policies

Use of Estimates

Development Stage Company

The company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The company is devoting substantially all of its efforts to the development of its business plans. The company has elected to adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

Cash and cash equivalents

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Repair and maintenance costs are expensed as incurred.

Research and Development Expenses

Research and development expenses are charges to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, materials, supplies, and consulting costs.

These expenses are assigned to the clinical project to develop ropidoxuridine in combination with radiation therapy. The SBIR contract covers much of the Phase I clinical trial in advanced GI malignancies.

The research expenses are assigned to the clinical project to develop ropidoxuridine in combination with radiation therapy as a treatment for cancer. Costs that are not covered by the SBIR contract for performing the Phase I contract to determine commercialization feasibility included partial salary support of personnel and consultant to develop a commercialization plan. Costs that are not covered in the Phase II contract effort include business development and partial salary support.

Research expenses related to new drug discovery include partial support of personnel, space, supplies and legal costs. These are preclinical studies and have led to discovery of the candidate lead ATM/HDACi bifunctional agent, an HDAC6 inhibitor and novel formulations of IUdR and IPdR.

The Company has successfully competed for three SBIR contracts from the NIH to support research projects with potential for commercialization. The contract awards are fixed payment in response to quarterly Shuttle invoices and provide non-diluting funds that do not include a repayment obligation. Details on the three contracts follow:

1. Contract #HHSN261201400013C supports "Clinical development of IPdR for Radiosensitization" and consists of a "fast-track" award that includes $191,971 Phase I and $1,428,117 Phase II funding from 9/19/2014 through 9/18/2017. This contract includes a subcontract with Brown University, LifeSpan/Rhode Island Hospital for the performance of a Phase I clinical trial. The Phase I clinical trial of ropidoxuridine and radiation therapy is underway at Lifespan/Rhode Island Hospital. The subcontract sets forth the following technical objectives of the Phase I clinical trial: (i) activate the IPdR IND for the Phase I and PK clinical trial, (ii) obtain approvals for the Phase I and PK clinical protocol; develop efficacy protocols satisfying FDA “Orphan Drug” status and (iii) establish the in-house Company biomarker assays. The subcontract provides for the reimbursement of Lifespan/Rhode Island Hospital’s allowable costs. In accordance with the subcontract, if we receive positive results from the Phase1 clinical trial, we plan to advance to Phase 1b and Phase II clinical trials of using ropidoxuridine in conjunction with RT treatments of patients with brain tumors and soft tissue sarcomas. The subcontract provides for a total amount of $688,818 to be funded in connection with Phase I and Phase II.

2. Contract #HHSN261201600027C supports "Predictive Biomarkers of prostate Cancer Patient Sensitivity for Radiation Late Effects." This is a $299,502 Phase I award funding research from 9/19/2016 through 9/18/2017. This contract includes a subcontract with Georgetown University for use of Mass Spectrometry core facilities to analyze clinical samples.

3. Contract #HHSN261600038C supports "Cell-based Models for Prostate Cancer Health Disparity Research." This is a $224,687 Phase I award funding research from 9/19/2016 through 6/18/2017. This contract includes a subcontract with Georgetown University for use of a tissue culture core facility for growing human prostate cells from African-American donors.

In regards to the accounting treatment for reimbursements US GAAP provides limited guidance on the accounting for government grants received by for-profit companies. We understand that there is more than one acceptable alternative for the accounting treatment – a reduction of costs, a deferred credit to be amortized, revenue, or other income. Due to the terms of the contracts we have entered into the Company concluded that the reimbursements were more akin to a reduction of costs rather than any of the other alternatives to match the contract reimbursements on a systematic basis to the costs that the contract is intended to compensate.

F-8

The Company has received a contract from the Department of Health and Human Services to assist with the clinical development of IPdR for radiosensitization. The Company recognizes the amounts received in regards to the contract at fair value when there is reasonable assurance that the contract amount will be received and it is probable that all attaching conditions will be complied with. The Company recognizes the amounts received in accordance with the contract as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company recorded on the balance sheet as contract receivable upon meeting the criteria discussed above until cash is received. During the years ended December 31, 2015 and 2014, the Company recorded $281,913 and $70,699 in accordance with the contract, which have been recorded as a reduction of research and development expense in the accompanying statement of operations.

Fair Value of Financial Instruments

The carrying amounts of financial instruments such as cash equivalents and accrued expenses approximate the related fair values due to the short-term maturities of these instruments.

The fair value of financial assets and liabilities is measured under a three-tier fair value hierarchy as follows: Level 1 fair value is determined from observable, quoted prices in active markets for identical assets or liabilities. Level 2 fair value is determined from quoted prices for similar items in active markets or quoted prices for identical or similar items in markets that are not active. Level 3 fair value is determined using the entity’s own assumptions about the inputs that market participants would use in pricing an asset or liability.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge will be recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairments of long-lived assets during years presented.

Income Taxes

No provision for income taxes is made since the Company is treated as a partnership for income tax purposes and the income or loss is passed through to its members.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions.

F-9

Recently Issued Accounting Pronouncements

On June 10, 2014, FASB issued ASU No. 2014-10, Development Stage Entities. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and members’ equity. The Company early adopted this standard for the period covered herein.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact that this new guidance will have on its financial statements.

Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 4

Property and Equipment

The equipment is being depreciated on the straight-line bases over the estimated useful lives of the asset of 4-5 years.

Property and equipment consisted of the following:

	December 31,
	2015		2014
Office Furniture and equipment	$	6,261		6,261
Laboratory equipment		86,967		86,967

Less: accumulated depreciation		39,132		20,656

Property and equipment, net	$	54,096	$	72,572

Depreciation expense of property and equipment for the years ended December 31, 2015 and 2014 was $18,476 and $18,476, respectively.

Note 5

Commitments and Contingencies

The Company currently has a license agreement which allows for the use of a laboratory facility for a monthly payment of $3,685, which was amended on July 1, 2016 to a monthly amount of $3,879 and expires on June 30, 2017.

F-10

Note 6

Related Parties

The related party receivable represents the remaining balance of a bridge loan provided to a board member in his recruitment to serve as Chief Scientific Officer. The loan is repayable in monthly installments of $2,248 including interest at 5% per annum through December 1, 2016 when the loan will be fully repaid. All amounts due under the loan have been timely paid.

Note 7

Subsequent Events

Shuttle Pharmaceuticals, LLC applied for two NIH SBIR contracts in response to announcement PHS2016-1. Notifications of contract awards were received on September 19, 2016 for Topic 345 “Predictive biomarkers for prostate cancer sensitivity for radiation late effects” ($299,502) and Topic 352 “Cell-based models for prostate cancer health disparity research” ($224,687).

In August and September 2016, the Company received loans from unrelated parties in the aggregate amount of $120,000. The loans mature two years from the date of issuance, bear interest at 7.5%per annum, and are convertible into the shares of stock at, if at any time prior to the Maturity Date, and if the Company consummates a Sale Event or a Qualified Financing, then, immediately prior to consummation of the Sale Event or the Qualified Financing, the principle amount of and all unpaid accrued interest on this Note shall automatically convert shares at the Conversion Price.

On August 15, 2016, the Company received a loan from a related party in the amount of $50,000. The loan matures on August 14, 2017 and bears interest at 5% per annum.

F-11

Shuttle Pharmaceuticals, Inc.

Balance Sheets

(Unaudited)

	September 30			December 31
	2016			2015
ASSETS

Current assets
Cash and cash equivalents	$	120,091		$	128,837
Contract receivable		79,707			46,648
Note receivable-related party		4,912			24,728
Prepaid expenses		7,125			-

Total current assets		211,835			200,213

Property and equipment, net		44,573			54,096

Total Assets	$	256,408		$	254,309

LIABILITIES AND MEMBERS’ EQUITY

Current liabilities
Accrued expenses	$	68,445		$	4,577
Accrued interest payable		898			-
Note payable-related party		45,928			-

Total current liabilities	$	115,271		$	4,577

Long term Liabilities
Convertible notes payable		120,250			-

Total liabilities		235,521			-

Equity:
Members equity		-			249,732
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares outstanding as of September 30, 2016		-			-
Common stock, $0.01 par value, 100,000,000 shares authorized, 45,000,000 shares issued and outstanding as of September 30, 2016		450,000			-
Additional paid-in capital		550,000			-
Retained earnings		(979,113	)		-
Total Stockholder’s equity		20,887			-
Total equity		20,887			249,732
Total liabilities and equity		256,408			254,309

The Accompanying Notes are an Integral Part of the Financial Statements

F-12

Shuttle Pharmaceuticals, Inc.

Statements of Operations

(Unaudited)

	For nine months ended September
	2016			2015
Revenue	$	-		$	-
Operating expenses
Research and development-net of contracts		121,705			232,163
General and administrative		126,477			32,500
Total operational expenses		248,182			264,663

Loss from operations		(248,182	)		(264,663	)

Other Income (expense)
Interest Income-related party		443			1,361
Interest expense		(1,106	)		-

Net loss		(248,845	)		(263,302	)

The Accompanying Notes are an Integral Part of the Financial Statements

F-13

Shuttle Pharmaceuticals, Inc.

Statements of Cash Flows

(Unaudited)

	For the nine months ended
	Sept 30			Sep 30
	2016			2015
Cash flows from operating activities:
Net Loss	$	(248,845	)	$	(263,303	)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation		13,856			13,857

Change in operating assets and liabilities
Contract receivable		(33,059	)		22,706
Prepaid expense		(7,125	)		-
Accrued expenses		9,753			(12,059	)
Accounts payable		55,013			-
Net cash used in operating activities		(210,407	)		(238,799	)
Cash flow from investing activities:
Acquisition of property and equipment		(4,333	)		-
Repayment of note receivable-related party		19,816			18,983
Net of cash provided by investing activities		15,483			18,983
Cash flows from financing activities:
Proceeds from convertible note payable		120,250			-
Capital contributions		20,000			200,000
Proceeds from note payable-related party		45,928			-
Net cash provided by financing activities		186,178			200,000

Net (decrease) in cash and cash equivalents		(8,746	)		(19,816	)
Cash and cash equivalents at beginning of period		128,836			106,957

Cash and cash equivalents at end of period	$	120,091		$	87,141

Supplemental disclosure of cash flow information:
Cash paid during period for interest	$	0		$	0
Cash paid during period for taxes	$	0		$	0

The Accompanying Notes are an Integral Part of the Financial Statements

F-14

Shuttle Pharmaceuticals, Inc.

Notes to Financial Statements

September 30, 2016

(Unaudited)

Note 1

Nature of Organization

Operations

The Company was formed Shuttle Pharmaceuticals, LLC, (“the Company”) was formed in the State of Maryland on December 18, 2012 as a limited liability company. The Company’s primary purpose is the development and commercialization of unique drugs for the sensitization of cancers and protection of normal tissues, to improve the outcomes of cancer patients receiving radiation therapy. The company has a product (ropidoxuridine) for use with radiation therapy which is the subject of a Small Business Innovation Research (SBIR) contract with the National Cancer Institute (NCI), a unit of the National Institutes of Health. The company also has obtained an option to rights to a product (doranidazole) for use with radiosurgery, developed by Pola Pharma, a Japanese Pharmaceutical company.

Note 2

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has not generated any revenues since inception, has incurred losses since its inception and has an accumulated deficit of $979,113 at September 30, 2016. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

F-15

Note 3

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at September 30, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2016 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included elsewhere in this filing for the years ended December 31, 2015 and 2014.

Use of Estimates

Property and Equipment

Research and Development Expenses

F-16

The Company has received a contract from the Department of Health and Human Services to assist with the clinical development of IPdR for radiosensitization. The Company recognizes the amounts received in regards to the contract at fair value when there is reasonable assurance that the contract amount will be received and it is probable that all attaching conditions will be complied with. The Company recognizes the amounts received in accordance with the contract as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company recorded on the balance sheet as contract receivable upon meeting the criteria discussed above until cash is received. During the nine months ended September 30, 2016 and 2015, the Company recorded $409,069 and $121,272 in accordance with the contract, which have been recorded as a reduction of research and development expense in the accompanying statement of operations.

Cash and cash equivalents

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The carrying amounts of financial instruments such as cash equivalents and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. The Company invests its excess cash in financial instruments which are readily convertible into cash, such as money market funds and U.S. government securities.

F-17

Impairment of Long-Lived Assets

Income Taxes

Prior to the conversion from an LLC to a corporation disclosed in Note 1, no provision for income taxes was made since the Company was being treated as a partnership for income tax purposes and the income or loss is passed through to its members.

After the conversion referred to above, the Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

Note 4

Property and Equipment

Property and equipment consisted of the following:

	December 31, 2015		September 30, 2016
Office Furniture and equipment	$	6,261		7,731
Laboratory equipment		86,967		89,831
		93,228		97,562
Less: accumulated depreciation		39,132		52,989
Property and equipment, net	$	54,096		44,573

Depreciation expense of property and equipment for the nine months ended September 30, 2016 and 2015 was $13,856 and $13,857, respectively.

The equipment is being depreciated on the straight-line bases over the estimated useful lives of the asset of 4-5 years.

F-18

Note 5

Commitments and Contingencies

The Company currently has a lease agreement which allows for the use of a laboratory facility for a monthly payment of $3,685, which was amended on July 1, 2016 to a monthly amount of $3,879 and expires on June 30, 2017.

Note 6

Note receivable-Related party

Note 7

Note payable-Related party

On August 15, 2016, the Company received a loan from a related party in the amount of $50,000. The loan is payable in monthly installments of $4,280 inclusive of interest at 5% per annum until maturity on August 14, 2017. Interest expense incurred on this loan was $208 for the nine months ended September 30, 2016.

Note 8

Convertible note payable

In August and September 2016, the Company received loans from unrelated parties in the aggregate amount of $120,250. The loans mature two years from the date of issuance, bear interest at 7.5%per annum, and are convertible into the shares of stock at, if at any time prior to the Maturity Date, and if the Company consummates a Sale Event or a Qualified Financing, then, immediately prior to consummation of the Sale Event or the Qualified Financing, the principle amount of and all unpaid accrued interest on this Note shall automatically convert shares at the Conversion Price., which is a 30% discount to the effective per share offering price of the qualified financing.

Note 9

Equity

In connection with the filing of the articles of conversion referred to in note 1 and the articles of incorporation, the Company is authorized to issue 100,000,000 shares of common stock with a par value of $.01 and 5,000,000 shares of preferred stock with a par value of $.01.

On August 12, 2016, in connection with the conversion the Company issued 45,000,000 shares of common stock for the outstanding 100 membership interests of the Company prior to the conversion.

The Company has presented a reclassification of the December 31, 2015 equity section of the accompanying balance sheet to present members equity as a one line item as opposed to the breakout of members’ contributions and accumulated deficit as previously reported in the financial statement as of and for the years ended December 31, 2015 and 2014.

The Company has no outstanding shares of preferred stock at September 30, 2016.

F-19

Note 10

Subsequent Events

Shuttle Pharmaceuticals, LLC applied for two NIH SBIR contracts in response to announcement PHS2016-1. Notifications of contract awards were received on September 19, 2016 for Topic 345 “Predictive biomarkers for prostate cancer sensitivity for radiation late effects” ($ 299,502) and Topic 352 “Cell-based models for prostate cancer health disparity research” ($ 224,687).

F-20

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registration Fees	$	4,172.40
Transfer Agent Fees	$	*
Accounting Fees and Expenses	$	*
Legal Fees and Expenses	$	*
Miscellaneous Fees and Expenses	$	*
Total	$	*

* To be filed by amendment.

All amounts are estimates other than the SEC’s registration fee.

ITEM 14.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation and bylaws provide for indemnification of our officers and directors to the fullest extent permitted by the Maryland General Corporation Law.

ITEM 15.

RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, we effected the following transactions in reliance upon exemptions from registration under the Securities Act, as amended:

On August 12, 2016, the Company filed articles of conversion with the state of Maryland to convert from an LLC to a corporation. In connection with the conversion the Company issued 45,000,000 shares of common stock for the outstanding 100 membership interests prior to the conversion. The shares were issued in accordance with the exemption from registration afforded by Section 3(a)(9) of the Securities Act, as a transaction by which securities were exchanged by the Company with its existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.

In August 2016, we sold $120,250 in principal amount of our 7.5% Convertible Promissory Notes due August 31. 2018 (the “Convertible Notes”) to 23 investors in a private offering. The Convertible Notes will automatically convert into 22,700 shares of common stock upon the first closing of this the Offering. The Convertible Notes were issued in accordance with the exemption from registration afforded by Section 4(a)(2) of and Regulation D promulgated under the Securities Act, as the persons receiving such shares having provided the Company with appropriate investment representations.

II-1

ITEM 16.

EXHIBITS

Exhibit Number		Description

3.1		Articles of Incorporation*

3.2		By-Laws*

5.1		Opinion of Gutierrez Bergman Boulris, PLLC***

10.1		Form of Subscription Agreement**

10.2		2016 Stock Incentive Plan*

10.3		Code of Ethics*

10.4		Employment Agreement with Theodore L. Phillips, Ph.D.*

10.5		Employment Agreement with Michael J. Starkweather*

10.6		Exclusive Option Agreement with Pola Pharma Inc.**

10.7		SBIR Contract #HHSN261201400013C**

10.8		SBIR Contract #HHSN261201600027C**

10.9		SBIR Contract #HHSN261600038C**

10.10		Subaward Agreement with LifeSpan/Rhode Island Hospital**

10.11		Research Agreement and Subcontract with Georgetown University**

10.12		SBIR Phase I Agreement with Georgetown University**

10.13		Form of Escrow Agreement with PNC Bank, National Association**

23.1		Consent of Paritz and Company, P.A.**

23.2		Consent of Gutierrez Bergman Boulris, P.L.L.C. (Included in Exhibit 5.1)***

24		Power of Attorney (included in signature page to this registration statement)

* Previously filed.

** Filed herewith.

*** To be filed by amendment.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(a) to include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(b) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.; and

(c) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B of the Securities Act or other than prospectuses filed in reliance on Rule 430A of the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Rockville, Maryland, on February 13, 2017.

	SHUTTLE PHARMACEUTICALS, INC.

	By:	/s/ Anatoly Dritschilo.
		Anatoly Dritschilo, M.D., Chief Executive Officer
		(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anatoly Dritschilo, M.D. and Peter Dritschilo, and each of them as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for each of them and in each name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as each might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated.

Signatures		Title(s)	Date

By:	/s/ Anatoly Dritschilo	Chairman of the Board and Chief Executive Officer	February 13, 2017
	Anatoly Dritschilo, M.D.	(Principal Executive Officer)

By:	/s/ Peter Dritschilo	President and Chief Financial Officer	February 13, 2017
	Peter Dritschilo	(Principal Financial and Accounting Officer)

By:	/s/ Milton Brown	Chief Scientific Officer for Chemistry and Director	February 13, 2017
	Milton Brown, M.D., Ph.D.

By:	/s/ Mira Jung	Chief Scientific Officer for Biology and Director	February 13, 2017
	Mira Jung

EX-10.1 2 s105258_ex10-1.htm EXHIBIT 10-1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

The undersigned (the "Subscriber"), desires to become a holder of common shares (the "Shares") of Shuttle Pharmaceuticals, Inc., a corporation organized under the laws of the state of Maryland, having its principal place of business located at1 Research Court, Suite 450, Rockville, Maryland 20850 (the "Company").

Accordingly, the Subscriber hereby agrees as follows:

1. Subscription.

1.1

The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth in Section 10 of this Subscription Agreement (the "Agreement"), in consideration of $8.00 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Agreement. The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing.

1.2

The closing of the Subscription of Shares hereunder (the "Closing") shall occur immediately upon: (i) receipt and acceptance by the Company of a properly completed and executed Agreement; (ii) receipt of all funds for the subscription of shares hereunder; and (iii) receipt by the Company of a minimum number of subscriptions as determined by the Company in its sole discretion.

2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Shares, Subscriber shall deliver to the Company the full purchase price in the amount set forth in Section 10 below by certified or other bank check or by wire transfer of immediately available funds, representing payment in full for the Shares desired to be purchased hereunder, made payable to the order of the Company. Subscriber acknowledges and agrees that the Company does not intend to consummate the sale of any Shares until it has received subscriptions and payment for a minimum of 1,250,000 Shares ($10,000,000) and will maintain subscription proceeds in a segregated account until such time. The escrow agent that will hold such funds is PNC Bank, N.A. If a minimum of 1,250,000 shares is not sold within the time period established by the Company’s board of directors, the Company will terminate the offering and all funds received will be refunded to Subscriber.

3. Representations and Acknowledgements of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations, acknowledgements and warranties to the Company, with the intent and understanding that the Company will rely thereon:

3.1

Such Subscriber acknowledges the public availability of the Company's current prospectus. This prospectus is made available in the Company's most recent S-1 Registration Statement deemed effective on _______, 2017. This prospectus sets forth the terms and conditions of the offering of Common Stock (the “Offering”) and the risks associated therewith are described.

3.2

All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.

	3.3	If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

	3.4	In connection with the Offering, the Company intends to seek a listing of its common stock on a securities exchange registered with the Securities and Exchange Commission (SEC) under Section 6(a) of the Securities Exchange Act of 1934, as amended, such as the NASDAQ Capital Market (the act of achieving such listing or quotation, generally referred to hereafter as a “Public Listing”), but there can be no assurance that the Company will ever achieve a Public Listing (See Risk Factors – Risks Related to the Offering in the Prospectus). The Subscriber understands that until such time as the Company achieves a Public Listing of its Shares, a public market will not exist for the Shares and it may be difficult to sell the Shares purchased in this Offering. No U.S. federal or state agency has made any finding or determination as to the fairness of the terms of this Offering. These securities have not been recommended or endorsed by any U.S. federal or state securities commission or regulatory agency.

4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________, without regard to principles of conflicts of law.

5. Counterparts; Severability. This Agreement may be executed in one or more counterparts. If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Subscription Agreement in any other jurisdiction.

6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and its respective heirs, executors, administrators, successors and assigns.

7. Section Headings. The section headings contained in this Agreement are inserted for purposes of convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

8. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth in this Agreement.

9. CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT SUBSCRIBER HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.

10. Ownership Information. Please print here the number of Shares to be purchased, the Purchase Price and the exact name(s) in which the Shares will be registered.

Number of Shares Purchased: ____________________________________________________________________

Purchase Price @ $8.00 per Share: $_______________________________________________________________

Purchaser Name(s): ___________________________________________________________________________

________________________________________________________________________

		Single Person

		Husband and Wife, as community property

		Joint Tenants (with right of survivorship)

		Tenants in Common

		Corporation or other organization

		A Partnership

		IRA


		Tax-Qualified Retirement Plan

		Trust

(i) Trustee(s)/Custodian ________________________________________________________________

(ii) Trust Date _________________________________________________________________________

(iii) Name of Trust ______________________________________________________________________

(iv) For the Benefit of: ___________________________________________________________________

_________

Other:

(Please explain)

Social Security or Tax I.D.: __________________________________________________________________________

Street Address (If P.O. Box, include address for surface delivery if different than residence)


City	State	Zip Code

Telephone Numbers:

Home:	( )

Cell:	( )

Facsimile:	( )

Email:	____________________________________________________________________

[Signature Pages Follow]

Subscriber Signature Page

The undersigned, desiring to subscribe for the number of Shares of Shuttle Pharmaceuticals, Inc. (the "Company") as is set forth above, acknowledges that he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.

IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.

Date and Signatures.		Dated:______________, 201_

Signature(s)		Print Purchaser Name (s)

(Each co-owner or joint owner must sign – names must be signed exactly as listed under “Purchaser Name(s)”)

Company Counterpart Signature Page

ACCEPTED:

SHUTTLE PHARMACEUTICALS, INC.

By:		Dated: ____________, 201_
	Name:
	Title

EX-10.6 3 s105258_ex10-6.htm EXHIBIT 10-6

Exhibit 10.6

Execution Copy

SHUTTLE PHARMACEUTICALS, LLC AND POLA PHARMA INC.

EXCLUSIVE OPTION AGREEMENT

This Agreement, executed on this 4 th day of July , 2016 (“Effective Date”), by and between, POLA PHARMA INC., a pharmaceutical company organized and existing under the laws of Japan, with its principal office located in 8-9-5 Nishigotanda Shinagawa-ku, Tokyo 141-0031, JAPAN, (hereinafter referred to as “POLA”) and Shuttle Pharmaceuticals, LLC, a Maryland (USA) limited liability company having its principal place of business located at One Research Court, Ste. 450, Rockville, Maryland 20850 (“OPTIONEE”), defines the terms of the confidential relationship between the aforementioned parties (hereafter referred to as the “Parties” collectively or “Party” individually).

Recitals

POLA is the owner of certain Patent Rights (as later defined herein) relating to the technology entitled “Doranidazole” which was invented in POLA laboratories and POLA has the right to grant an option under said Patent Rights.

POLA desires to have the Patent Rights developed and commercialized to benefit the public and is willing to grant an option hereunder.

OPTIONEE wishes to obtain an exclusive Option to negotiate and acquire an exclusive license from POLA to Patent Rights to manufacture, use, sell and distribute products derived therefrom and POLA is willing to grant to OPTIONEE such an Option in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants hereinafter set forth, the Parties hereby agree as follows:

Article 1

Effective Date and Option Period

1.1

This Agreement shall begin on the Effective Date and continue for a period of twelve (12) months (the “Option Period”) unless the Option is exercised, in which case this Agreement will terminate at the end of the stipulated negotiation period or upon execution of a license agreement, whichever occurs first. The effective Option Period may be extended to eighteen (18) months by mutual written consent of the Parties unless otherwise mutually agreed by the Parties.

Execution Copy

Article 2

Definitions

2.1

“Exclusive Option” means an Option under which certain rights are granted to OPTIONEE under this Agreement.

2.2

“Confidential Information” shall refer to non-public information of any kind which is disclosed by the disclosing Party to the other Party for purposes within the scope of Patent Rights and commercialization of Invention/Patent Rights and/or this Agreement which is either (i) by appropriate marking identified as confidential and proprietary at the time of disclosure; (ii) if disclosed orally, is identified in writing within thirty (30) days as being confidential; or (iii) is of such a nature that a reasonable person familiar with the Invention/Patent Rights or the Agreement would consider it to be confidential or proprietary from the context or circumstances of disclosure.

2.3

“Invention” means invention known as Doranidazole made by POLA employees

2.4

“Option” has the meaning set forth in Section 3.1.

2.5

“Option Field” means the use of Patent Rights for medical uses in humans

2.6

“Option Period” shall mean the period as defined in Section 1.1

2.7

“Option Territory” means the U.S.A.

2.8

“Option Products” shall refer to and mean any and all tangible products and processes that are composed of, incorporate, employ, or are in any way produced by the practice of, the Inventions and/or Patent Rights, or which the manufacture, use, or sale of would constitute infringement of any Patent Rights in the Inventions.

2.9

“Patent Rights” means any U.S. or foreign patent applications or patents listed in Exhibit A, or the equivalent of such applications including any substitutions, divisionals, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like, and any provisional applications, of any such patents or patent applications, and the Invention described and claimed therein.

2.10

“Term” shall mean the period as defined in Section 5.1

Execution Copy

Article 3

Option for an Exclusive License

3.1

POLA, grants to OPTIONEE the Exclusive Option, with POLA, to obtain an exclusive license to the Patent Rights within the Option Field and the Option Territory for the duration of the Option Period (the “Option”).

3.2

In consideration of the Exclusive Option licensed from POLA, OPTIONEE shall grant a royalty free, fully paid up, perpetual non-exclusive license to use any and all, including but not limited to , data, results, information and know how generated through any activities by OPTIONEE during the Option Period, for licensing, development or commercializing purpose of Doranidazole in accordance with Section 4.6 of this Agreement.

3.3

POLA shall have the right to market and offer, license, assign or transfer the Patent Rights in the Option Field to any third party out of the Option Territory.

3.4

Subject to Section 3.1, in order to exercise the Option, OPTIONEE must, no less than thirty (30) days prior to the end of Option Period, notify POLA in writing that it is exercising its rights and that it has satisfied the following: a) completion of feasibility studies set forth in Section 4.5 for clinical development and commercialization of Doranidazole in the United States; b) raised sufficient funding for research and development plans for the Option Products, proposed product offerings, marketing plans and sales projections, financing and expense projections, management team and future staffing plans and other business and technical information normally contained in such a document.

3.5

Upon exercise of the Option, the Parties shall execute within a reasonable period not to exceed thirty (30) days an exclusive license agreement (“License Agreement”), a draft copy for discussion purpose of which is appended as Exhibit B, granting OPTIONEE exclusive rights to make, have made, use, import, export, offer to sell and sell Option Products in the Option Field in the Option Territory. The Parties shall make best reasonable efforts to execute the License Agreement through the good faith discussions based on the foregoing draft on Exhibit B within such period. Such License Agreement shall include but not limited to the following provisions: license fees; royalty payments; fund-raising/financing milestones; diligence and milestone requirements, including performance benchmarks; the right to grant sublicenses; a commitment by OPTIONEE and any sublicensee to exert their best commercial efforts to rapidly introduce the licensed products into public use.

3.6

OPTIONEE understands that if the U.S. Government sponsors any development of the Patent Rights then it shall have certain rights relative thereto. This Option Agreement is explicitly made subject to the Government’s rights under the applicable U.S. Government agreements, applicable law and regulation. In the event of any inconsistency between the terms of this Agreement and the terms of such Government agreement, applicable law or regulation, the Government agreement, applicable law or regulation will prevail.

Execution Copy

Article 4

Evaluation Procedure and Patent Expenses

4.1

POLA hereby grants OPTIONEE a royalty free, internal use license during the Option Period to practice the Patent Rights, such as through a government sponsored research grant award or feasibility studies agreed by both Parties and set forth in Section 4.5, solely for the purpose of OPTIONEE’S internal evaluation of the Patent Rights in furtherance of this Agreement.

4.2

OPTIONEE shall have the right to evaluate Patent Rights and their market potential and submit a grant and other funding applications for the commercialization of the Inventions and the Patent Rights.

4.3

Upon execution of this Agreement, POLA shall provide OPTIONEE with the available English translations of Investigator’s Brochure and CMC Part of CTD Module 2 of Doranidazole set forth in the Exhibit C for the evaluation by OPTIONEE during the Option Period as the Confidential Information in accordance with Article 6 below. For the avoidance of any doubt, the said translations shall be provided on “as is” basis and any additional translation necessary for OPTIONEE’S evaluation shall be done by OPTIONEE at its cost.

4.4

In case OPTIONEE needs the active pharmaceutical ingredient of Doranidazole (“API”) for their evaluation, OPTIONEE may purchase API from POLA at US$20,000/kg on “as is” basis up to 10kg.

4.5

During the Option Period, OPTIONEE shall make good faith efforts to evaluate the potential for developing the Inventions into commercial products in the Option Field including but not limited to pre-IND meeting with the FDA followed by conducting studies in case required by FDA for IND and the fund-raising activities (“Option Period Activities”). OPTIONEE shall provide to POLA a final copy of any grant applications at the time of its submission to any granting organization. OPTIONEE shall provide to POLA a written report of Option Period Activities on or before OPTIONEE exercises/does not exercise the Option precisely describing the results of the evaluations, including but not limited to, pre-IND meeting minutes, a summary of the fund-raising activities for the Invention, and descriptions of relevant business, legal, scientific, technical, research and development activities for an Option Product, and relevant analytical data developed, produced, created, or acquired by OPTIONEE as a result of due diligence on Inventions and Patent Rights in the Option Field (“Option Evaluation Report”).

Execution Copy

4.6

The Option Evaluation Report shall remain the sole and exclusive property of OPTIONEE and be disclosed to POLA for informational purposes only during the Option Period, subject to the rest of this Article 4 and Section 3.2. POLA and OPTIONEE shall treat all such information as Confidential Information in accordance with Article 6 below. In the event OPTIONEE exercises the Option and executes a license for the Patent Rights in the Option Territory, POLA shall have a right to use this property without any fees out of the Option Territory after the Option Period on prior written notice to OPTIONEE. In the event this Agreement is terminated as set forth in Sections 5.2, 5.3, 5.4 or 5.5, the Option Evaluation Report shall remain the sole and exclusive property of OPTIONEE, provided that POLA shall have a right to use this property to a third party upon POLA’s prior written notice to OPTIONEE without any fees in or out of the Option Territory. POLA shall be permitted to retain a single copy of the Option Evaluation Report for its files, which shall be maintained in accordance with Articles 4 and 6.

4.7

POLA shall be responsible for the preparation, filing, prosecution and maintenance of any and all patent applications and patents included in Patent Rights. POLA shall consult with OPTIONEE as to the preparation, filing, prosecution, and maintenance of all Patent Rights reasonably prior to any deadline or action and shall provide OPTIONEE with drafts of any material filings in a reasonable amount of time in advance of the anticipated filing date and shall consider in good faith any comments of OPTIONEE on such patent filings for the Patent Rights

Article 5

Term and Termination

5.1

This Agreement shall commence on the Effective Date. Unless sooner terminated in accordance with this Article 5, this Agreement shall expire upon the latest to occur of:

(a) end of the Option Period; or

(b) upon execution of a license agreement.

5.2

In the event OPTIONEE does not exercise the Option or Parties cannot reach the agreement of terms and conditions of License Agreement, this Agreement shall be terminated immediately.

5.3

OPTIONEE may terminate this Agreement by giving thirty (30) days written notice to POLA.

5.4

POLA may terminate this Agreement upon thirty (30) days written notice to OPTIONEE if OPTIONEE breaches its obligations including but not limited to not fully conducting the Option Period Activities as planned or defaults on its payment obligations under this Agreement.

5.5

The Parties may mutually agree in writing to terminate the Agreement.

Execution Copy

5.6

Sections 3.2, 4.6, 6.1, 7.4, 7.5 and any other clauses of this Agreement which by nature would be required to remain in effect shall survive termination.

Article 6

Confidentiality

6.1

The Parties agree to keep any Confidential Information related to this Agreement, including without limitation, OPTIONEE’S business plan, the Option Evaluation Report, the Patent Rights and all information concerning it and any other information or discussion between the Parties, confidential.

Article 7

Miscellaneous Provisions

7.1

This Agreement shall be construed and the rights of the Parties determined in accordance with the laws of the state of Maryland, USA without regard to choice of law provisions.

7.2

No use of the name of POLA in any form of promotion or in connection with the sale of products, processes, devices, or designs is permitted without prior written approval from POLA. No Party will issue any news release, public announcement, advertisement, or any form of publicity concerning this Agreement and the Option Evaluation Report, without obtaining the prior written consent from the other Party, which consent shall not be withheld unreasonably.

7.3

All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes thereof when mailed by certified mail to the Party to be notified. All notices shall be deemed to have been given when mailed as evidenced by the postmark at the point of mailing.

All notices and any correspondence respecting this Agreement shall be addressed as follows:

If to POLA:

By Postal Service:

Ataru Kobayashi, Director

Business Development and R&D

POLA PHARMA INC.

8-9-5 Nishigotanda Shinagawa-ku,

Tokyo 141-0031, JAPAN

If to OPTIONEE:

Execution Copy

By United States Postal Service:

Anatoly Dritschilo, MD, CEO

Shuttle Pharmaceuticals, LLC

One Research Court, Suite 450

Rockville, MD 20850

7.4

This Agreement constitutes the entire and only agreement between the Parties relating to an option to acquire a license, and all prior negotiations, representations, agreements and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by written mutual agreement by the Parties.

7.5

The relationship between POLA and OPTIONEE is that of independent contractors. POLA and OPTIONEE are not joint ventures, partners, principal and agent, master and servant, employer or employee, and have no other relationship other than independent contracting parties. POLA will have no power to bind or obligate OPTIONEE in any manner, other than as is expressly set forth in this Agreement. Likewise OPTIONEE will have no power to bind or obligate POLA in any manner, other than as is expressly set forth in this Agreement.

7.6

If any provision of this Agreement is ultimately held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

7.6.1

Any delay in enforcing a Party’s right under this Agreement or any waiver as to a particular default or other matter will not constitute a waiver of such Party’s rights to the future enforcement of its rights under this Agreement, except only as to an express written and signed waiver to a specific matter for a specific period of time.

7.6.2

This Agreement may be executed by the Parties in counterparts, each of which when so executed shall be deemed to be an original, but all of which shall constitute one and the same agreement.

7.6.3

UNDER NO CIRCUMSTANCES WILL ANY PARTY HERETO BE LIABLE TO ANY OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, OR FOR ANY DAMAGES FOR BUSINESS INTERRUPTION THAT MAY ARISE OUT OF THIS AGREEMENT OR USE OF THE PATENT RIGHTS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY NOTIFIED ANY OTHER PARTY OF THE LIKELIHOOD OR POSSIBILITY OF SUCH DAMAGE.

THE REST OF THIS PAGE IS LEFT BLANK INTENTIONALLY.

SEE NEXT PAGE FOR SIGNATURES.

Execution Copy

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed in duplicate by their duly authorized officers.

POLA PHARMA, INC.		SHUTTLE PHARMACEUTICALS, LLC

/s/ Ataru Kobayashi		/s/ Anatoly Dritschilo
Ataru Kobayashi, Director		Anatoly Dritschilo, MD
Business Development and R&D		CEO

July 7, 2016		7/7/2016
Date		Date

Execution Copy

Exhibit A

PATENT RIGHTS

Doranidazole, Hypoxic Sensitizer Technologies

“Pharmaceutical composition”

Application No.	Publication No.	Patent No.
12/598044 (2008/4/16)	2010-0130576	8258165
13/365785(div)	2012-0136160	8202898
13/365723(div)	2012-0136295	8258166

“Pharmaceutical composition”

Application No.	Publication No.	Patent No.
12/523067 (2008/1/17)	2010-0076042	8541459
13/362527(div)	2012-0129905	8450356
13/362545(div)	2012-0130148	8420687

“METHOD FOR PRODUCING 2-NITROIMIDAZOLE DERIVATIVE” (Method of Manufacturing)

Application No.		Publication No.		Patent No.
12/522926 (2008/1/17)		2010-0004460		8030338

1. A method for producing 1-(1-benzoyloxymethyl-2-hydroxyethyl)oxymethy1-2-nitroimidazole, comprising: (A) reacting glycerin with a benzoylating agent to obtain 1-O-benzoylglycerin; (B) reacting 1-O-benzoylglycerin with dimethoxymethane in the presence of a dehydrating agent to obtain 4-benzoyloxymethyl-1,3-dioxolane; and then (C) reacting 4 benzoyloxymethyl-1,3-dioxolane with 2-nitroimidazole or 2-nitro-1-trialkylsilylimidazole in the presence of a Lewis acid, to obtain 1-(1-benzoyloxymethyl-2-hydroxyethyl)oxymethyl-2-nitroimidazole.

4. A method for producing l-(1-hydroxymethyl-2-fluoro)ethoxymethyl-2-nitroimidazole, comprising: (D) subjecting the l-(l-benzoyloxymethyl-2-hydroxyethyl)oxymethyl-2-nitroimidazole obtained by the method according to any one of claims 1 to 3, to substituted sulfonylation, fluorination, and then debenzoylation.

Exhibit B

Draft EXCLUSIVE LICENSE AGREEMENT

(To be negotiated)

EX-10.7 4 s105258_ex10-7.htm EXHIBIT 10-7

Exhibit 10.7

Contract Number : HHSN261201400013C

CONTRACT TABLE OF CONTENTS

PART I - THE SCHEDULE	4
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS	4
ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES	4
ARTICLE B.2. PRICES	4
ARTICLE B.3. OPTION FOR PHASE II	5
ARTICLE B.4. ADVANCE UNDERSTANDINGS	5
ARTICLE B.5. PROVISIONS APPLICABLE TO DIRECT COSTS	7
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT	8
ARTICLE C.1. STATEMENT OF WORK	8
ARTICLE C.2. REPORTING REQUIREMENTS	8
ARTICLE C.3. INVENTION REPORTING REQUIREMENT	15
SECTION D - PACKAGING, MARKING AND SHIPPING	15
SECTION E - INSPECTION AND ACCEPTANCE	15
SECTION F - DELIVERIES OR PERFORMANCE	16
ARTICLE F.1. PERIOD OF PERFORMANCE	16
ARTICLE F.2. DELIVERIES	16
ARTICLE F.3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)	18
SECTION G - CONTRACT ADMINISTRATION DATA	18
ARTICLE G.1. CONTRACTING OFFICER'S REPRESENTATIVE (COR)	18
ARTICLE G.2. KEY PERSONNEL, HHSAR 352.242-70 (January 2006)	18
ARTICLE G.3. INVOICE SUBMISSION/CONTRACT FINANCING REQUEST AND CONTRACT FINANCIAL REPORT	19
ARTICLE G.4. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR 52.232-40 (December 2013)	21
ARTICLE G.5. GOVERNMENT PROPERTY	21
ARTICLE G.6. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE	22
SECTION H - SPECIAL CONTRACT REQUIREMENTS	22
ARTICLE H.1. PROTECTION OF HUMAN SUBJECTS, HHSAR 352.270-4(b) (January 2006)	22
ARTICLE H.2. HUMAN SUBJECTS	23
ARTICLE H.3. RESTRICTION ON USE OF HUMAN SUBJECTS, HHSAR 352.270-6 (January 2006)	23
ARTICLE H.4. REQUIRED EDUCATION IN THE PROTECTION OF HUMAN RESEARCH PARTICIPANTS	23
ARTICLE H.5. DATA AND SAFETY MONITORING IN CLINICAL TRIALS	24
ARTICLE H.6. REGISTRATION AND RESULTS REPORTING FOR APPLICABLE CLINICAL TRIALS IN CLINICALTRIALS.GOV	24
ARTICLE H.7. NIH POLICY ON ENHANCING PUBLIC ACCESS TO ARCHIVED PUBLICATIONS RESULTING FROM NIH-FUNDED RESEARCH	24
ARTICLE H.8. NEEDLE DISTRIBUTION	25
ARTICLE H.9. ACKNOWLEDGEMENT OF FEDERAL FUNDING	25
ARTICLE H.10. RESTRICTION ON ABORTIONS	25
ARTICLE H. 11. CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH	25
ARTICLE H.12. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION	25
ARTICLE H.13. PRIVACY ACT, HHSAR 352.224-70 (January 2006)	25

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Contract Number : HHSN261201400013C

ARTICLE H.14. OMB CLEARANCE	26
ARTICLE H.18. OPTION PROVISION	26
ARTICLE H.19. LIMITATIONS ON SUBCONTRACTING - SBIR	26
ARTICLE H.20. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-73(b) (January 2010)	27
ARTICLE H.21. CONFIDENTIALITY OF INFORMATION	27
ARTICLE H.22. INSTITUTIONAL RESPONSIBILITY REGARDING INVESTIGATOR FINANCIAL CONFLICTS OF INTEREST - PHASE II	28
ARTICLE H.23. PUBLICATION AND PUBLICITY	30
ARTICLE H.24. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE	30
ARTICLE H.25. YEAR 2000 COMPLIANCE	31
ARTICLE H.26. USE OF FUNDS FOR PROMOTIONAL ITEMS	31
PART II - CONTRACT CLAUSES	32
SECTION I - CONTRACT CLAUSES	32
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS	40
SECTION J - LIST OF ATTACHMENTS	40
1. Statement of Work	40
2. Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2	40
3. Invoice/Financing Request and Contract Financial Reporting Instructions for NIH Cost-Reimbursement Type Contracts, NIH(RC)-4	40
4. Cumulative Inclusion Enrollment Report	40
5. Privacy Act System of Records, Number	40
6. Research Patient Care Costs	40
7. Disclosure of Lobbying Activities, SF-LLL	40
8. Government Property - Schedule IB	40
9. Report of Government Owned, Contractor Held Property	40
PART IV - REPRESENTATIONS AND INSTRUCTIONS	42
SECTION K - REPRESENTATIONS AND CERTIFICATIONS	42
1. Annual Representations and Certifications	42
2. Annual Representations and Certifications, FAR Clause 52.204-8	42
3. Human Subjects Assurance Identification Number	42

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Contract Number : HHSN261201400013C

PART I- THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

Phase I: To advance commercialization efforts for IPdR (5-iodo-2-pyrimidinone-2'-deoxyribose), a prodrug of the radiosensitizer IUdR (5-iodo-2'-deoxyuridine). The Phase I will determine the scientific merit, feasibility and potential for commercialization of oral IPdR as a radiation sensitizer for use in cancer treatment. Administrative tasks will be completed to enable an IND for the Contractor; formulation of GMP manufactured IPdR into 250 mg capsules; submission of a letter of intent (LOI) to CTEP; protocol preparation and IRB approval for the proposed Phase I clinical trial and establishment of companion diagnostics for analyzing clinical specimens from Phase I patients.

Phase II: To perform the first-in-human therapeutic trial assessing safety and pharmacokinetics of 5-iodo-2- pyrimidinone-2'-deoxyribose (IPdR), as a radiosensitizer for cancer treatment. The Phase I clinical trial and PK study will be performed as the first step in the plan to commercialize IPdR.

ARTICLE B.2. PRICES

The total fixed price of this contract is $191,971.

Upon delivery and acceptance of the item specified in the DELIVERY Article in SECTION F and described in SECTION C of this contract and identified in the schedule of charges below, the Government shall pay to the Contractor the unit prices set forth below:

PAYMENT SCHEDULE

Description	Invoice #	Period Covered	Amount
PDF Kick-Off Presentation	HHSN261201400013C - 01	Month 1	$	47,993
Quarterly Report 1	HHSN261201400013C - 02	Month 2-3	$	47,993
Quarterly Report 2	HHSN261201400013C - 03	Month 4-6	$	47,993
Draft Commercialization Plan, Draft Final Report	HHSN261201400013C - 04	Start date of contract through one month prior to contract completion date	$	23,996
PDF of Final Presentation, Final Report, Summary of Salient Results, Final Commercialization Plan	HHSN261201400013C - 05	Entire Contract Period of Performance	$	23,996
TOTAL FIXED PRICE			$	191,971

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Contract Number : HHSN261201400013C

ARTICLE B.3. OPTION FOR PHASE II

The fixed price of the Base Period (Phase I) of this contract is $191,971.

If the Government exercises its option pursuant to the OPTION PROVISION Article in SECTION H of this contract, the Government's total estimated contract amount represented by the sum of the estimated cost plus the fixed fee will be increased as follows:

	Estimated Cost ($)		Fixed Fee ($)		Estimated Cost Plus Fixed Fee ($)
Base Period 9/19/2014 - 6/18/2015	$	181,105	$	10,866	$	191,971
Option Period: 6/19/2015 - 6/18/2017	$	1,347,280	$	80,837	$	1,428,117
Total	$	1,528,385	$	91,703	$	1,620,088
[Base Period and Option]

ARTICLE B.4. ADVANCE UNDERSTANDINGS

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.

Indirect Costs

In no event shall the final amount reimbursable for indirect costs exceed ceiling rates of 15% of Direct Labor for Fringe Benefits, 30% of Direct Labor for Overhead, and 12% of Direct Labor for G&A.

The Government is not obligated to pay any additional amount should the final indirect cost rates exceed these negotiated ceiling rates. In the event that the final indirect cost rates are less than these negotiated ceiling rates, the Government's obligation shall be reduced to conform to the lower rate.

Any costs over and above this cost ceiling shall not be reimbursed under this contract or any other Government contract, grant, or cooperative agreement.

The Contractor shall complete all work in accordance with the Statement of Work, terms and conditions of this contract.

Subcontract

To negotiate a fixed price type subcontract with with Rhode Island Hospital for Phase I for an amount not to exceed $65.549 for the period 9/19/2014-6/18/2015 .. Award of the subcontract shall not proceed without the prior written consent of the Contracting Officer upon review of the supporting documentation required by FAR Clause 52.244-2, Subcontracts. After receiving written consent of the subcontract by the Contracting Officer, a copy of the signed, executed subcontract shall be provided to the Contracting Officer.

If the Government exercises its option for Phase II pursuant to the Option Provision Article in Section H of this contract, the total estimated Subcontract amount will be increased as follows:

Option 6/19/2015-6/18/2017 - $623,269

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Contract Number : HHSN261201400013C

Consultant

c. Consultants Consultant fee(s) to be paid to the following individual(s): Phase II only

Name	Rate Per Hour		Number of Hours		Total Cost Including Travel Not to Exceed
Carl Schmidt,	$	200		100	$	20,000
Commercialization
Consultant, Phase II

d. Scientific Meetings

Travel to general scientific meetings shall be unallowable without the prior written approval of the Contracting Officer. No retroactive approvals will be issued, and no travel costs incurred without prior Contracting Officer approval will be paid.

All travel requests shall be sent to both the Contracting Officer and the Contracting Officer's Representative (COR) 90 calendar days prior to the planned start date of the travel. If it is determined that the travel is allowable, then the Contracting Officer will issue written approval.

e. 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. HHSN261201400013C

NCI Control No. N01CO-2014-00013 .

f. SBIR Funding Agreement Certification

The SBIR Funding Agreement Certification form, located in SECTION J, must be completed at the time of award prior to the performance of work under this contract, in accordance with the SBIR Policy Directive issued by SBA (October 18, 2012).

For additional information, see NIH Policy Notice NOT-OD-13-116, entitled, "New Program Certifications Required for SBIR and STTR Awards," located at: http://grants.nih.gov/grants/guide/notice-files/NOT- OD-13-116.html .

g. SBIR Fast Track Recertification Requirement

Phase I and Phase II SBIR awards are considered separate funding agreements under the Fast-Track Initiative. Therefore, Phase I Fast-Track awardees must recertify that they meet all of the eligibility criteria for an SBIR or STTR award prior to issuance of the Phase II award.

h. Software Purchases

All software purchases must first be approved in writing by the Contracting Officer.

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Contract Number : HHSN261201400013C

ARTICLE B.5. PROVISONS APPLICABLE TO DIRECT COSTS

a. Items Unallowable Unless Otherwise Provided

Notwithstanding the clauses, 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:

Conferences and Meetings

Food for Meals, Light Refreshments, and Beverages

Promotional Items [includes, but is not limited to: clothing and commemorative items such as pens, mugs/cups, folders/folios, lanyards, and conference bags that are sometimes provided to visitors, employees, grantees, or conference attendees.]

Acquisition, by purchase or lease, of any interest in real property;

Special rearrangement or alteration of facilities;

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

Travel to attend general scientific meetings;

Foreign travel;

Consultant costs;

10.

Subcontracts;

11.

Patient care costs;

12.

Accountable Government Property (defined as non-expendable personal property with an acquisition cost of $1,000 or more and "sensitive items" (defined as items of personal property (supplies and equipment that are highly desirable and easily converted to person use), regardless of acquisition value.

13.

Printing Costs (as defined in the Government Printing and Binding Regulations).

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Contract Number : HHSN261201400013C

b. Travel Costs

Domestic Travel

Total expenditures for domestic travel (transportation, lodging, subsistence, and incidental expenses) incurred in direct performance of this contract shall not exceed $9,600 in Phase II without the prior written approval of the Contracting Officer.

The Contractor shall invoice and be reimbursed for all travel costs in accordance with Federal Acquisition Regulations (FAR) 31.2 - Contracts with Commercial Organizations, Subsection 31.205-46, Travel Costs.

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

ARTICLE C.1. STATEMENT OF WORK

Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government as needed to perform the Statement of Work, set forth in SECTION J-List of Attachments, attached hereto and made a part of this contract.

Document Title		Date
Statement of Work - Phase I		August 25, 2014
Statement of Work - Phase II		August 25, 2014

Privacy Act System of Records Number 09-25-0200 is applicable to this contract and shall be used in any design, development, or operation work to be performed under the resultant contract. Disposition of records shall be in accordance with SECTION C of the contract, and by direction of the Contracting Officer's Representative (COR).

ARTICLE C.2. REPORTING REQUIREMENTS

All reports required herein shall be submitted in an electronic format via email as attachments to the following designated NCI Branch Distribution Mailbox.: Ncibranchbinvoices@mail.nih.gov

Each email submission shall contain only one deliverable, if the attached file for the deliverable exceeds 50 MB, the Contractor shall divide the deliverable into files of 50 MB each. All deliverables shall be limited to five file attachments or less.

The subject line of the email shall read as follows:

Deliverable_Contract Number_Vendor's Name_Deliverable Description_Due Date

All electronic reports submitted shall be compliant with Section 508 of the Rehabilitation Act of 1973. Additional information about testing documents for Section 508 compliance, including guidance and specific checklists, by application, can be found at: http://www.hhs.gov/web/508/index.html under "Making Files Accessible.”

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Contract Number : HHSN261201400013C

a. Technical Reports

In addition to those reports required by the other terms of this contract, the Contractor shall prepare and submit the following reports in the manner stated below and in accordance with the DELIVERIES Article in SECTION F of this contract:

[Note: Beginning May 25, 2008, the Contractor shall include, in any technical progress report submitted, the applicable PubMed Central (PMC) or NIH Manuscript Submission reference number when citing publications that arise from its NIH funded research.]

1. Kick-off Presentation

The Contractor shall prepare and submit a kick-off presentation. Presentation of the slides will occur either in-person, through Webinar, or teleconference. The presentation shall cover the following:

Discussion of the Contractor's organization/project status, particularly changes that occurred since the proposal submission.

The Contractor's recent achievements (patents, publications, sales, regulatory approvals, partnerships, awards, etc.).

Status of the field.

Status of commercial and academic competitors.

Where is the proposed project positioned against the state of the art.

Intellectual property landscape.

Refresher on the proposed technology/ R&D.

Detailed plan for the first budget period of the contract.

Milestones (technical and commercial) to be achieved by the end of the first budget period of the contract.

Discussion of anticipated technical risks and alternative approaches.

Questions to the NCI

2. Quarterly Report

Phase I

The Contractor shall submit two (2) Quarterly Reports which shall include:

Summary of technical objectives with status of each objective clearly marked (e.g. previously complete, complete during the reporting period, not started, etc.).

Clear description of activities accomplished in the quarter.

Analysis of experimental data and presentation of selected data.

Comments regarding the timeliness of performance.

Brief explanation of objectives/activities to be pursued in the next reporting period.

The report shall generally be no longer than five (5) pages excluding tables presenting the data, figures, images, and graphs.

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Contract Number : HHSN261201400013C

Phase II

The Contractor shall submit Quarterly Reports which shall include the same information as required for the Phase I Quarterly Reports. The first reporting period in Phase II consists of the first full three (3) months of performance including any fractional part of the initial month. Thereafter, the reporting period shall consist of three (3) full calendar months.

The first Phase II Quarterly Report shall be due 15 calendar days after the first complete reporting period. Thereafter, report shall be due on or before the 15th calendar day following each reporting period.

3. Draft Updated Commercialization Plan

The Contractor shall submit an updated commercialization plan which shall include:

a. Value of the SBIR Project. Expected Outcomes, and Impact

Describe, in layperson's terms, the proposed project and its key technology objectives. State the product, process, or service to be developed in Phase III. Clarify the need addressed, specifying weaknesses in the current approaches to meet this need. In addition, describe the commercial applications of the research and the innovation inherent in this application. Be sure to also specify the potential societal, educational, and scientific benefits of this work. Explain the non-commercial impacts to the overall significance of the project. Explain how the SBIR contract integrates with the overall business plan of the company.

b. Organization

Give a brief description of the Contractor's organization including corporate objectives, core competencies, present size (annual sales level and number and types of employees), history of previous Federal and non-Federal funding, regulatory experience, and subsequent commercialization, and any current products/services that have significant sales. Include a short description of the origins of the Contractor's organization. Indicate the Contractor's vision for the future, how the Contractor will grow/maintain a sustainable business entity, and how the Contractor will meet critical management functions as the Contractor's organization evolves from a small technology R&D business to a successful commercial entity.

c. Market, Customer, and Competition

Describe the market and/or market segments being targeted and provide a brief profile of the potential customer. Tell what significant advantages the Contractor's innovation will bring to the market, e.g., better performance, lower cost, faster, more efficient or effective, new capability. Explain the hurdles the Contractor will have to overcome in order to gain market/customer acceptance of the Contractor's innovation. Describe any strategic alliances, partnerships, or licensing agreements the Contractor has in place to get FDA approval (if required) and to market and sell the Contractor's product. Briefly describe the Contractor's marketing and sales strategy. Give an overview of the current competitive landscape and any potential competitors over the next several years.

d. Intellectual Property (IP) Protection

Describe how the Contractor is going to protect the IP that results from the Contractor's innovation. Also note other actions the Contractor may consider taking that will constitute at least a temporal barrier to others aiming to provide a solution similar to the Contractor's.

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Contract Number : HHSN261201400013C

e. Finance Plan

Describe the necessary financing the Contractor will require to commercialize the product, process, or service, and when it will be required. Describe the Contractor's plans to raise the requisite financing to launch the Contractor's innovation into Phase III and begin the revenue stream. Plans for this financing stage may be demonstrated in one or more of the following ways:

Letter of commitment of funding.

Letter of intent or evidence of negotiations to provide funding, should the Phase II project be successful and the market need still exist.

Letter of support for the project and/or some in-kind commitment, e.g., to test or evaluate the innovation.

Specific steps the Contractor is going to take to secure Phase III funding.

f. Production and Marketing Plan

Describe how the production of the Contractor's product/process/service will occur (e.g., in-house manufacturing, contract manufacturing). Describe the steps the Contractor will take to market and sell the Contractor's product/process/service. For example, explain plans for licensing, Internet sales, etc.

g. Revenue Stream

Explain how the Contractor plans to generate a revenue stream for the Contractor's organization should this project be a success. Examples of revenue stream generation include, but are not limited to; manufacture and direct sales, sales through value added resellers or other distributors, joint venture, licensing, service. Describe how the Contractor's staffing will change to meet the Contractor's revenue expectations.

The Draft Updated Commercialization Plan shall be submitted one (1) month before the the Phase I completion date. The Contracting Officer's Representative (COR) will provide comments regarding the Draft Updated Commercialization Plan within two (2) weeks from the receipt date of the document.

Draft Final Report and Draft Summary of Salient Results

Phase I

The Draft Final Report for Phase I shall consist of the work performed and results obtained for the entire contract period of performance of Phase I as stated in SECTION F of this contract. This report shall be in sufficient detail to describe comprehensively the results achieved.

The Draft Summary of Salient Results for Phase I shall be consist of a summary (not to exceed 200 words) of salient results achieved during the performance of the contract.

Both the Draft Final Report and Draft Summary of Salient Results for Phase I shall be submitted one (1) month before the the Phase I completion date. A Quarterly Report shall not be required for the period when the Phase I Final Report is due. The COR will provide comments regarding the Draft Final Report and Draft Summary of Salient Results for Phase I within two (2) weeks from the receipt date of the document.

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Contract Number : HHSN261201400013C

Phase II

The Draft Final Report for Phase II shall consist of the work performed and results obtained for the entire contract period of performance of Phase II as stated in SECTION F of this contract. This report shall be in sufficient detail to describe comprehensively the results achieved.

The Draft Summary of Salient Results for Phase II shall consist of a summary (not to exceed 200 words) of salient results achieved during the performance of the contract.

Both the Draft Final Report and Draft Summary of Salient Results for Phase II shall be submitted one (1) month before the Phase II contract completion date. A Quarterly Report shall not be required for the period when the Phase II Final Report is due. The COR will provide comments regarding the Draft Final Report and Draft Summary of Salient Results for Phase II within two (2) weeks from the receipt date of the document.

5. Final Commercialization Plan

The Contractor shall provide the Final Commercialization Plan by the completion date of the Phase I portion of the contract. This document shall include the changes required in the Draft Updated Commercialization Plan as well as the comments provided by the COR.

6. Final Report

Phase I

The Contractor shall provide the Phase I Final Report by the completion date of the Phase I portion of the contract. This document shall include the changes required in the Phase I Draft Final Report as well as the comments provided by the COR.

Phase II

The Contractor shall provide the Phase II Final Report by the completion date of the Phase II portion of the contract. This document shall include the changes required in the Phase II Draft Final Report as well as the comments provided by the COR.

7. Final Presentation

Phase I

The Contractor shall prepare and submit a final presentation which shall be due on or before the completion date of Phase I portion of the contract. Presentation of the slides shall occur either in-person, through Webinar, or teleconference. The presentation shall cover the following:

Discussion of the Contractor's organization/project status.

The Contractor's achievements during the Phase I performance period (patents, publications, sales, regulatory approvals, partnerships, awards, etc.)

Detailed results of the performed research and development.

Discussion of proposed milestones and whether they were achieved during the contract performance.

Summary of submitted commercialization plan.

If the Contractor is interested in pursuing Phase II research, detailed discussion of the anticipated Phase II technical activities with emphasis on how they fit in the commercialization plan. The Phase II research plan and commercialization plan shall be included in the final presentation for Phase I.

Questions to the NCI.

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Contract Number : HHSN261201400013C

Phase II

The Contractor shall prepare and submit a final presentation which shall be due on or before the completion date of Phase II portion of the contract. Presentation of the slides shall occur either in-person, through webinar, or teleconference. The presentation shall cover the following:

Discussion of the Contractor's/project status.

The Contractor's achievements during the performance period (patents, publications, sales, regulatory approvals, partnerships, awards, etc.).

Detailed technical results of the performed research and development.

Discussion of proposed milestones and whether they were achieved during the contract performance.

Summary of progress towards commercialization.

Questions to the NCI.

8. Final Summary of Salient Results

Phase I

The Contractor shall submit, with the Phase I Final Report, a final summary (not to exceed 200 words) of salient results achieved during the performance of the contract.

Phase II

The Contractor shall submit, with the Phase II Final Report, a final summary (not to exceed 200 words) of salient results achieved during the performance of the contract.

9. Annual Technical Progress Report for Clinical Research Study Populations

The Contractor shall submit information about the inclusion of women and members of minority groups and their subpopulations for each study being performed under this contract. The Contractor shall submit this information in the format indicated in the attachment entitled, "Cumulative Inclusion Enrollment Report," which is set forth in SECTION J of this contract. The Contractor also shall use this format, modified to indicate that it is a final report, for reporting purposes in the final report.

The Contractor shall submit the report in accordance with the DELIVERIES Article in SECTION F of this contract.

In addition, the NIH Policy and Guidelines on the Inclusion of Women and Minorities as Subjects in Clinical Research, Amended, October, 2001 applies. If this contract is for Phase III clinical trials, see II.B of these guidelines. The Guidelines may be found at the following website:

http://grants.nih.gov/grants/funding/women_min/guidelines_amended_10_2001.htm

Include a description of the plans to conduct analyses, as appropriate, by sex/gender and/or racial/ethnic groups in the clinical trial protocol as approved by the IRB, and provide a description of the progress in the conduct of these analyses, as appropriate, in the annual progress report and the final report. If the analysis reveals no subset differences, a brief statement to that effect, indicating the subsets analyzed, will suffice. The Government strongly encourages inclusion of the results of subset analysis in all publication submissions. In the final report, the Contractor shall include all final analyses of the data on sex/gender and race/ethnicity.

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Contract Number : HHSN261201400013C

b. Other Reports/Deliverables

1. Reporting of Financial Conflict of Interest (FCOI) - Phase II

All reports and documentation required by 45 CFR Part 94, Responsible Prospective Contractors including, but not limited to, the New FCOI Report, Annual FCOI Report, Revised FCOI Report, and the Mitigation Report, shall be submitted to the Contracting Officer in Electronic format. Thereafter, reports shall be due in accordance with the regulatory compliance requirements in 45 CFR Part 94.

45 CFR Part 94 is available at: http://www.ecfr.aov/cai-bin/text-idx?

c=ecfr&SID=0af84ca649a74846f102aaf664da1623&rgn=div5&view=text&node=45:1.0.1.1.51&idno=45. See Part 94.5, Management and reporting of financial conflicts of interest for complete information on reporting requirements.

(Reference subparagraph g. of the INSTITUTIONAL RESPONSIBILITY REGARDING INVESTIGATOR FINANCIAL CONFLICTS OF INTEREST Article in SECTION H of this contract.)

2. Section 508 Annual Report

The Contractor shall submit an annual Section 508 report in accordance with the schedule set forth in the ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY Article in SECTION H of this contract. The Section 508 Report Template and Instructions for completing the report are available at: http://www.hhs.aov/web/508/contracting/technologv/vendors.html under "Vendor information and Documents."

3. NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification

In accordance with the SBIR/STTR Reauthorization Act of 2011, the Contractor shall complete and submit the NIH Small Business Innovation Research (SBIR) Life Cycle Certification form, located in SECTION J of the contract, to the Contracting Officer. This certification is required to ensure the Contractor is meeting the program's requirements during the life cycle of the contract.

The Life Cycle Certification form shall be submitted as follows:

Phase I SBIR Contractors shall submit the Certification at the time of receiving final payment or disbursement.

Phase II SBIR Contractors shall submit the Certification prior to receiving more than 50% of the total contract amount AND prior to final payment or disbursement.

The Contracting Officer, may, at any time after award request further clarifications and supporting documentation in order to assist in the verification of any information provided by the Contractor.

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Contract Number : HHSN261201400013C

ARTICLE C.3. INVENTION REPORTING REQUIREMENT

All reports and documentation required by FAR Clause 52.227-11, Patent Rights-Ownership by the Contractor including, but not limited to, the invention disclosure report, the confirmatory license, and the Government support certification, shall be directed to the Division of Extramural Inventions and Technology Resources (DEITR), OPERA, OER, NIH, 6705 Rockledge Drive, Suite 310, MSC 7980, Bethesda, Maryland 20892-7980 (Telephone: 301-435-1986). In addition, one copy of an annual utilization report, and a copy of the final invention statement, shall be submitted to the Contracting Officer. The final invention statement (see FAR 27.303(b)(2)(ii)) shall be submitted to the Contracting Officer on the completion date of the contract.

All reports shall be submitted in accordance with the DELIVERIES Article in SECTION F

If no invention is disclosed or no activity has occurred on a previously disclosed invention during the applicable reporting period, a negative report shall be submitted to the Contracting Officer at the email address specified in SECTION F.

To assist contractors in complying with invention reporting requirements of the clause, the NIH has developed "Interagency Edison," an electronic invention reporting system. Use of Interagency Edison is encouraged as it streamlines the reporting process and greatly reduces paperwork. Access to the system is through a secure interactive Web site to ensure that all information submitted is protected. Interagency Edison and information relating to the capabilities of the system can be obtained from the Web ( http://www.iedison.gov), or by contacting the Extramural Inventions and Technology Resources Branch, OPERA, NIH.

SECTION D - PACKAGING, MARKING AND SHIPPING

All deliverables required under this contract shall be packaged, marked and shipped in accordance with Government specifications. At a minimum, all deliverables shall be marked with the contract number and Contractor name. The Contractor shall guarantee that all required materials shall be delivered in immediate usable and acceptable condition.

SECTION E - INSPECTION AND ACCEPTANCE

The Contracting Officer or the duly authorized representative will perform inspection and acceptance of materials and services to be provided.

For the purpose of this SECTION, the Contracting Officer's Representative (COR) is the authorized representative of the Contracting Officer.

Inspection and acceptance will be performed at:

National Cancer Institute

9609 Medical Center Drive, Room 1W542, MSC 9706 Bethesda, MD 20892-9706

Acceptance may be presumed unless otherwise indicated in writing by the Contracting Officer or the duly authorized representative within 30 days of receipt.

This contract incorporates the following clause by reference, with the same force and effect as if it were given in full text. Upon request, the Contracting Officer will make its full text available.

FAR Clause 52.246-9, Inspection of Research and Development (Short Form) (April 1984).

FAR Clause 52.246-16, Responsibility for Supplies (April 1984).

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Contract Number : HHSN261201400013C

SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1. PERIOD OF PERFORMANCE

The period of performance of this contract shall be from 09/19/2014 through 06/18/2015.

If the Government exercises its option pursuant to the OPTION PROVISION Article in Section H of this contract, the period of performance will be increased as listed below:

Option		Option Period

Option for Phase II		June 19, 2015 - June 18, 2017

ARTICLE F.2. DELIVERIES

Satisfactory performance of the final contract shall be deemed to occur upon performance of the work described in the Statement of Work Article in SECTION C of this contract and upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, of the following items in accordance with the stated delivery schedule:

The items specified below as described in the REPORTING REQUIREMENTS Article in SECTION C of this contract will be required to be delivered F.o.b. Destination as set forth in FAR 52.247-35, F.o.b. DESTINATION, WITHIN CONSIGNEES PREMISES (APRIL 1984), and in accordance with and by the dates specified below:

Item No.	Description	Delivery Schedule
1.	SBIR Funding Agreement Certification	At time of award, prior to the performance of any work under this contract.
2.	Kick Off Presentation	Due at the conclusion of the Kick- Off presentation which shall be completed within 30 calendar days of contract award.
3.	Quarterly Report One - Phase 1	Due within 15 calendar days of completion of month 3 of performance.
4.	Quarterly Report Two - Phase 1	Due within 15 calendar days of completion of month 6 of performance.
5.	Draft Updated Commercialization Plan, Draft Summary of Salient Results, and Draft Final Report and Draft Final Report - Phase 1	Due one (1) month before the Phase I completion date.
6.	Final Presentation, Final Summary of Salient Results, Final Report and Final Presentation - Phase 1	Due on or before Phase I completion date.
7.	Quarterly Reports - Phase II	Within 15 calendar days after each reporting period.
8.	Draft Summary of Salient Results, and Draft Final Report and Draft Final Report - Phase II	One month prior to the Phase II completion date.
9.	Final Summary of Salient Results, Final Report and Final Presentation - Phase II	Due on or before the Phase II completion date.
10.	Final Presentation- Phase II	Due on or before the completion of Phase II.

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Contract Number : HHSN261201400013C

Item No.	Description	Delivery Schedule
11.	Annual Technical Progress Report for Clinical Research Study Population (Cumulative Inclusion Enrollment Report) - Phase II	Due one year after the start of Phase II.
12.	Protection of Human Subjects Assurance Identification/I RB Certification/Declaration of Exemption", Form OMB No. 0990-0263	Prior to starting any work involving human subjects.
13.	Annual Utilization Report	Due one year after the start of Phase II.
14.	Final Invention Statement	Due on or before contract completion date.
15.	Invention Disclosure Report	Due on or before contract completion date.
16.	Section 508 Annual Report	Due one year after the start of Phase II.
17.	Section 508 Conformance Certification	Due on or before Phase I completion date.
18.	New or Revised Financial Conflict of Interest (FCOI) Report and Mitigation Report	Due as FCOI arises.
19.	SBIR Program Life Cycle Certification - Phase 1	Due on or before Phase I completion date.
20.	SBIR Program Life Cycle Certification - Phase II - Report 1	Due prior to receiving 50% of the total contract amount.
21.	SBIR Program Life Cycle Certification - Phase II - Report 2	Due on or before Phase II completion date.

The above items shall be addressed and emailed to ncibranchbinvoices@mail.nih.gov. The following addresses are provided for general correspondence and other deliveries:

Addressee	Deliverable Item No	Quantity
Andrea Giuliano, Contract Specialist National Cancer Institute Office of Acquisitions, Room 1E148 9609 Medical Center Drive, MSC 9705 Bethesda, MD 20892-9705	1-14, 16-21	Electronically
Deepa Narayanan, COR National Cancer Institute NCI SBIR & STTR Programs, Room 1W542 9609 Medical Center Drive, MSC 9705 Bethesda, MD 20892-9705	2-12	Electronically
OPERA, OEH, NIH 6705 Rockledge Drive Suite 310, MSC 7980 Bethesda, Maryland 20892-7980	13-15	1 Hard Copy

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Contract Number : HHSN261201400013C

ARTICLE F.3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)

This contract incorporates the following clause(s) by reference, with the same force and effect as if it were given in full text. Upon request, the Contracting Officer will make its full text available. Also, the full text of a clause may be accessed electronically at this address: http://www.acquisition.gov/far.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:

52.242-15, Stop Work Order (August 1989) (Applicable to Phase I)

52.242-15, Stop WorkOrder, Alternate I (April 1984) is applicable to Phase II of this contract.

52.242-17, Government Delay of Work (April 1984).

SECTION G - CONTRACT ADMINISTRATION DATA

ARTICLE G.1. CONTRACTING OFFICER'S REPRESENTATIVE (COR)

The following Contracting Officer's Representative (COR) will represent the Government for the purpose of this contract:

Deepa Narayanan, Ph.D.

The COR is responsible for: (1) monitoring the Contractor's technical progress, including the surveillance and assessment of performance and recommending to the Contracting Officer changes in requirements; (2) interpreting the statement of work and any other technical performance requirements; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; and (5) assisting in the resolution of technical problems encountered during performance.

The Contracting Officer is the only person with authority to act as agent of the Government under this contract. Only the Contracting Officer has authority to: (1) direct or negotiate any changes in the statement of work; (2) modify or extend the period of performance; (3) change the delivery schedule; (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this contract; (5) otherwise change any terms and conditions of this contract; or (6) sign written licensing agreements. Any signed agreement shall be incorporated by reference in Section K of the contract

The Government may unilaterally change its COR designation.

ARTICLE G.2. KEY PERSONNEL, HHSAR 352.242-70 (January 2006)

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to diverting any of the specified individuals to other programs or contracts (or as soon as possible, if an individual must be replaced, for example, as a result of leaving the employ of the Contractor), the Contractor shall notify the Contracting Officer and shall submit comprehensive justification for the diversion or replacement request (including proposed substitutions for key personnel) to permit evaluation by the Government of the impact on performance under this contract. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The Government may modify the contract to add or delete key personnel at the request of the Contractor or Government.

(End of Clause)

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Contract Number : HHSN261201400013C

The following individual is considered to be essential to the work being performed hereunder:

Name		Title
Theodore L. Phillips, M.D.		Principal Investigator

ARTICLE G.3. INVOICE SUBMISSION/CONTRACT FINANCING REQUEST AND CONTRACT FINANCIAL REPORT

Invoice Instructions for NIH Fixed-Price Type Contracts, NIH(RC)-2 (Phase I) and Invoice/Financing Request Instructions and Contract Financial Reporting for NIH Cost-Reimbursement Type Contracts NIH(RC)-4 (Phase II), are attached and made part of this contract. The Contractor shall follow the attached instructions and submission procedures specified below to meet the requirements of a "proper invoice" pursuant to FAR Subpart 32.9, Prompt Payment.

Payment requests shall be submitted to the offices identified below. Do not submit supporting documentation (e.g., receipts, time sheets, vendor invoices, etc.) with your payment request unless specified elsewhere in the contract or requested by the Contracting Officer.

a. The original invoice shall be submitted to the following designated billing office:

National Institutes of Health

Office of Financial Management

Commercial Accounts

2115 East Jefferson Street, Room 4B-432, MSC 8500

Bethesda, MD 20892-8500

b. One courtesy copy of the original invoice shall be submitted electronically as follows:

The Contractor shall scan the original payment request (invoice) in Adobe Portable Document Format (PDF) along with the necessary supporting documentation as one single attachment.

Save the single attachment (scanned invoice along with any supporting documentation) in the following format: YourVendorName_Invoice number (e.g., if you are submitting Invoice 123456, save the single attachment as "Contractor Name_Invoice 123456") [Note: Please do not use special characters such as (#, $, %,*, &,!) when saving your attachment. Only the underscore symbol (_) is permitted.]

Transmit the saved single attachment via e-mail to the appropriate branch's Central Point of Distribution. For the purpose of this contract, the Central Point of Distribution is NCI OA Branch B - ncibranchbinvoices@mail.nih.gov . Only one payment request shall be submitted per e-mail and the subject line of the e-mail shall include the Contract Number_ Contract Title_ Contractor's Name_ unique Invoice number

(e.g, HHSN261201400013C_Clinical Development of IPdR for Radiosensitizafion_Shuttle Pharmaceuticals, LLS_Invoice 12345) [Note: The original payment request must still be submitted in hard copy and mailed to the designated billing office listed in subparagraph a, above, to meet the requirements of a "proper invoice." Also, The Contractor must certify on the payment request that the electronic courtesy copy is a duplicate of the original invoice mailed to NIH's Office of Financial Management.]

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Contract Number : HHSN261201400013C

In addition to the requirements specified in FAR 32.905 for a proper invoice, the Contractor shall include the following information on the face page of all payment requests:

Name of the Office of Acquisitions. The Office of Acquisitions for this contract is National Cancer Institute.

Federal Taxpayer Identification Number (TIN). If the Contractor does not have a valid TIN, it shall identify the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor's name on the face page of the contract. [Note: A VIN is assigned to new contracts awarded on or after June 4, 2007, and any existing contract modified to include the VIN number.] If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.

DUNS or DUNS+4 Number. The DUNS number must identify the Contractor's name and address exactly as stated in the contract and as registered in the Central Contractor Registration (CCR) database. If the Contractor does not have a valid DUNS number, it shall identify the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor's name on the face page of the contract. [ Note: A VIN is assigned to new contracts awarded on or after June 4, 2007, and any existing contract modified to include the VIN number.] If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.

Invoice Matching Option. This contract requires a two-way match.

Unique Invoice Number. Each payment request must be identified by a unique invoice number, which can only be used one time regardless of the number of contracts or orders held by an organization.

The contract period of performance is: 9/19/2014 - 6/18/2015

The Contract Title is:

Clinical Development of IPdR for Radiosensitization

Contract Line Items as follows:

Line Item #		Line Item Description
1		Clinical Development of IPdR for Radiosensitization

Inquiries regarding payment of invoices shall be directed to the designated billing office, (301) 496-6452.

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Contract Number : HHSN261201400013C

The Contractor shall include the following certification on every invoice for reimbursable costs incurred with Fiscal Year funds subject to HHSAR Clause 352.231-70, Salary Rate Limitation in SECTION I of this contract. For billing purposes, certified invoices are required for the billing period during which the applicable Fiscal Year funds were initially charged through the final billing period utilizing the applicable Fiscal Year funds:

"I hereby certify that the salaries charged in this invoice are in compliance with HHSAR Clause 352.231-70, Salary Rate Limitation in SECTION I of the above referenced contract."

ARTICLE G.4. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR 52.232-40 (December 2013)

Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

The acceleration of payments under this clause does not provide any new rights under the prompt Payment Act.

Include the substance of this clause, include this paragraph c, in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(End of Clause)

ARTICLE G.5. GOVERNMENT PROPERTY

In addition to the requirements of the clause, GOVERNMENT PROPERTY, incorporated in SECTION I of this contract, the Contractor shall comply with the provisions of HHS Publication, "HHS Contracting Guide for Contract of Government Property," which is incorporated into this contract by reference. This document can be accessed at:

http://www.hhs.gov/hhsmanuals/logisticsmanual/Appendix Q _HHS Contracting Guide.pdf.

Among other issues, this publication provides a summary of the Contractor's responsibilities regarding purchasing authorizations and inventory and reporting requirements under the contract.

Requests for information regarding property under this contract should be directed to the following office:

Division of Logistics Services, NIH

Property Management Branch

6011 Building, Suite 639

6011 EXECUTIVE BLVD MSC 7670

BETHESDA MD 20892-7670

nihcontractproperty@nih.gov

Notwithstanding the provisions outlined in the HHS Publication, "HHS Contracting Guide for Contract of Government Property," which is incorporated in this contract in paragraph a. above, the Contractor shall use the form entitled, "Report of Government Owned, Contractor Held Property" for submitting summary reports required under this contract, as directed by the Contracting Officer or his/her designee. This form is included as an attachment in SECTION J of this contract.

Contractor-Acquired Government Property - Schedule l-B

Pursuant to the clause, GOVERNMENT PROPERTY, incorporated in this contract, the Contractor will be authorized to acquire the property listed in the attached Schedule l-B for use in direct performance of the contract, following receipt of the Contracting Officer’s written approval, based on contractor-furnished prices and evidence of competition. Schedule l-B is included as an attachment in SECTION J of this contract.

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Contract Number : HHSN261201400013C

ARTICLE G.6. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

a. Contractor Performance Evaluations

Interim and Final evaluations of Contractor performance will be prepared on this contract in accordance with FAR Subpart 42.15. The Final performance evaluation will be prepared at the time of completion of work. In addition to the Final evaluation, Interim evaluations will be prepared Annually as determined by the Contracting Officer.

Interim and Final evaluations will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor will be permitted thirty days to review the document and to submit additional information or a rebutting statement. If agreement cannot be reached between the parties, the matter will be referred to an individual one level above the Contracting Officer, whose decision will be final.

Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

b. Electronic Access to Contractor Performance Evaluations

Contractors may access evaluations through a secure Web site for review and comment at the following address:

http://www.cpars.gov

SECTION H - SPECIAL CONTRACT REQUIREMENTS

ARTICLE H.1. PROTECTION OF HUMAN SUBJECTS, HHSAR 352.270-4(b) (January 2006)

The Contractor agrees that the rights and welfare of human subjects involved in research under this contract shall be protected in accordance with 45 CFR Part 46 and with the Contractor's current Assurance of Compliance on file with the Office for Human Research Protections (OHRP), Department of Health and Human Services. The Contractor further agrees to provide certification at least annually that the Institutional Review Board has reviewed and approved the procedures, which involve human subjects in accordance with 45 CFR Part 46 and the Assurance of Compliance.

The Contractor shall bear full responsibility for the performance of all work and services involving the use of human subjects under this contract and shall ensure that work is conducted in a proper manner and as safely as is feasible. The parties hereto agree that the Contractor retains the right to control and direct the performance of all work under this contract. The Contractor shall not deem anything in this contract to constitute the Contractor or any subcontractor, agent or employee of the Contractor, or any other person, organization, institution, or group of any kind whatsoever, as the agent or employee of the Government. The Contractor agrees that it has entered into this contract and will discharge its obligations, duties, and undertakings and the work pursuant thereto, whether requiring professional judgment or otherwise, as an independent contractor without imputing liability on the part of the Government for the acts of the Contractor or its employees.

If at any time during the performance of this contract, the Contracting Officer determines, in consultation with OHRP that the Contractor is not in compliance with any of the requirements and/or standards stated in paragraphs (a) and (b) above, the Contracting Officer may immediately suspend, in whole or in part, work and further payments under this contract until the Contractor corrects the noncompliance. The Contracting Officer may communicate the notice of suspension by telephone with confirmation in writing. If the Contractor fails to complete corrective action within the period of time designated in the Contracting Officer's written notice of suspension, the Contracting Officer may, after consultation with OHRP, terminate this contract in whole or in part, and the Contractor's name may be removed from the list of those contractors with approved Human Subject Assurances.

(End of clause)

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Contract Number : HHSN261201400013C

ARTICLE H.2. HUMAN SUBJECTS

Research involving human subjects shall not be conducted under this contract until the protocol developed in Phase I has been approved by the National Cancer Institute, written notice of such approval has been provided by the Contracting Officer, and the Contractor has provided to the Contracting Officer a properly completed "Protection of Human Subjects Assurance Identification/IRB Certification/Declaration of Exemption", Form OMB No. 0990-0263 (formerly Optional Form 310) certifying IRB review and approval of the protocol. The human subject certification can be met by submission of the Contractor's self designated form, provided that it contains the information required by the "Protection of Human Subjects Assurance Identification/IRB Certification/Declaration of Exemption", Form OMB No. 0990-0263 (formerly Optional Form 310).

When research involving Human Subjects will take place at collaborating sites or other performance sites, the Contractor shall obtain, and keep on file, a properly completed "Protection of Human Subjects Assurance Identification/IRB Certification/Declaration of Exemption", Form OMB No. 0990-0263 (formerly Optional Form 310) certifying IRB review and approval of the research.

ARTICLE H.3. RESTRICTION ON USE OF HUMAN SUBJECTS, HHSAR 352.270-6 (January 2006)

Pursuant to 45 CFR part 46, Protection of Human Research Subjects, the Contractor shall not expend funds under this award for research involving human subjects or engage in any human subjects research activity prior to the Contracting Officer's receipt of a certification that the research has been reviewed and approved by the Institutional Review Board (IRB) designated under the Contractor's Federal-wide assurance of compliance. This restriction applies to all collaborating sites, whether domestic or foreign, and subcontractors. The Contractor must ensure compliance by collaborators and subcontractors.

(End of clause)

Prisoners shall not be enrolled in any HHS research activities until all requirements of HHS Regulations at 45 CFR PART 46, Subpart C have been met. If a Research Subject becomes a prisoner during the period of this contract, 45 CFR PART 46, Subpart C will apply to research involving that individual.

ARTICLE H.4. REQUIRED EDUCATION IN THE PROTECTION OF HUMAN RESEARCH PARTICIPANTS

NIH policy requires education on the protection of human subject participants for all investigators receiving NIH contract awards for research involving human subjects. For a complete description of the NIH Policy announcement on required education in the protection of human subject participants, the Contractor should access the NIH Guide for Grants and Contracts Announcement dated June 5, 2000 at the following website:

http://grants.nih.gov/grants/guide/notice-files/NOT-OD-00-039.html.

The information below is a summary of the NIH Policy Announcement:

The Contractor shall maintain the following information: (1) a list of the names and titles of the principal investigator and any other individuals working under the contract who are responsible for the design and/or conduct of the research; (2) the title of the education program(s) in the protection of human subjects that has been completed for each named personnel and; (3) a one sentence description of the educational program(s) listed in (2) above. This requirement extends to investigators and all individuals responsible for the design and/or conduct of the research who are working as subcontractors or consultants under the contract.

Prior to any substitution of the Principal Investigator or any other individuals responsible for the design and/or conduct of the research under the contract, the Contractor shall provide the following written information to the Contracting Officer: the title of the education program and a one sentence description of the program that has been completed by the replacement.

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Contract Number : HHSN261201400013C

ARTICLE H.5. DATA AND SAFETY MONITORING IN CLINICAL TRIALS

The Contractor is directed to the full text of the NIH Policy regarding Data and Safety Monitoring and Reporting of Adverse Events, which may be found at the following web sites:

http://grants.nih.gov/grants/guide/notice-files/not98-084.html

http://grants.nih.gov/grants/guide/notice-files/not99-107.html

http://grants.nih.gov/grants/guide/notice-files/NOT-OD-00-038.html

The Contractor must comply with the NIH Policy cited in these NIH Announcements and any other data and safety monitoring requirements found elsewhere in this contract.

Data and Safety Monitoring shall be performed in accordance with the approved Data and Safety Monitoring Plan.

The Data and Safety Monitoring Board shall be established and approved prior to beginning the conduct of the clinical trial.

ARTICLE H.6. REGISTRATION AND RESULTS REPORTING FOR APPLICABLE CLINICAL TRIALS IN CLINICALTRIALS.GOV

The Food and Drug Administration Amendments Act of 2007 (FDAAA) at: http://frwebgate.access.gpo.gov/cgi-bin/g,etdoc.cgi?dbname=110_cong_public_Iaws&docid=f:publ085.110.pdf, Title VIII, expands the National Institutes of Health's (NIH's) clinical trials registry and results database known as ClinicalTrials.gov and imposes new requirements that apply to specified "applicable clinical trials," including those supported in whole or in part by NIH funds. FDAAA requires:

the registration of certain "applicable clinical trials" (see Definitions at: http://grants.nih.gov/ClinicalTrials_fdaaa/definitions.htm) in ClinicalTrials.gov no later than 21 days after the first subject is enrolled; and

the reporting of summary results information (including adverse events) no later than 1 year after the completion date (See Definitions at link above) for registered applicable clinical trials involving drugs that are approved under section 505 of the Food, Drug and Cosmetic Act (FDCA) or licensed under section 351 of the PHS Act, biologies, or of devices that are cleared under section 510k of FDCA.

In addition, the Contractor shall notify the Contracting Officer's Representative (COR), with the trial registration number (NCT number), once the registration is accomplished. This notification may be included in the Technical Progress Report covering the period in which registration occurred, or as a stand alone notification.

The Contractor is the Sponsor, therefore the "Responsible Party" for the purposes of compliance with FDAAA which includes registration (and results reporting, if required) of applicable clinical trial(s) performed under this contract in the Government database, ClinicalTrials.gov ( http://www.ClinicalTrials.gov).

Additional information is available at: http://prsinfo.clinicaltrials.gov .

ARTICLE H.7. NIH POLICY ON ENHANCING PUBLIC ACCESS TO ARCHIVED PUBLICATIONS RESULTING FROM NIH-FUNDED RESEARCH

NIH-funded investigators shall submit to the NIH National Library of Medicine's (NLM) PubMed Central (PMC) an electronic version of the author's final manuscript, upon acceptance for publication, resulting from research supported in whole or in part with direct costs from NIH. NIH defines the author's final manuscript as the final version accepted for journal publication, and includes all modifications from the publishing peer review process. The PMC archive will preserve permanently these manuscripts for use by the public, health care providers, educators, scientists, and NIH. The Policy directs electronic submissions to the NIH/NLM/PMC: http://www.pubmedcentral.nih.gov.

Additional information is available at http://grants.nih.gov/grants/guide/notice-files/NOT-OD-08-033.html.

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Contract Number : HHSN261201400013C

ARTICLE H.8. NEEDLE DISTRIBUTION

The Contractor shall not use contract funds to carry out any program of distributing sterile needles or syringes for the hypodermic injection of any illegal drug.

ARTICLE H.9. ACKNOWLEDGEMENT OF FEDERAL FUNDING

The Contractor shall clearly state, when issuing statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with Federal money: (1) the percentage of the total costs of the program or project which will be financed with Federal money; (2) the dollar amount of Federal funds for the project or program; and (3) the percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources.

ARTICLE H.10. RESTRICTION ON ABORTIONS

The Contractor shall not use contract funds for any abortion.

ARTICLE H.11. CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH

The Contractor shall not use contract funds for (1) the creation of a human embryo or embryos for research purposes; or (2) research in which a human embryo or embryos are destroyed, discarded, or knowingly subjected to risk of injury or death greater than that allowed for research on fetuses in utero under 45 CFR 46.204(b) and Section 498(b) of the Public Health Service Act (42 U.S.C. 289g(b)). The term "human embryo or embryos" includes any organism, not protected as a human subject under 45 CFR 46 as of the date of the enactment of this Act, that is derived by fertilization, parthenogenesis, cloning, or any other means from one or more human gametes or human diploid cells.

Additionally, in accordance with a March 4,1997 Presidential Memorandum, Federal funds may not be used for cloning of human beings.

ARTICLE H.12. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION

The Contractor shall not use contract funds to disseminate information that is deliberately false or misleading.

ARTICLE H.13. PRIVACY ACT, HHSAR 352.224-70 (January 2006)

This contract requires the Contractor to perform one or more of the following: (a) Design; (b) develop; or (c) operate a Federal agency system of records to accomplish an agency function in accordance with the Privacy Act of 1974 (Act) (5 U.S.C. 552a(m)(1)) and applicable agency regulations. The term "system of records" means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual. Violations of the Act by the Contractor and/or its employees may result in the imposition of criminal penalties (5 U.S.C. 552a(i)). The Contractor shall ensure that each of its employees knows the prescribed rules of conduct and that each employee is aware that he/she is subject to criminal penalties for violation of the Act to the same extent as Department of Health and Human Services employees. These provisions also apply to all subcontracts the Contractor awards under this contract which require the design, development or operation of the designated system(s) of records [5 U.S.C. 552a(m)(1)]. The contract work statement: (a) identifies the system(s) of records and the design, development, or operation work the Contractor is to perform; and (b) specifies the disposition to be made of such records upon completion of contract performance.

(End of clause)

45 CFR Part 5b contains additional information which includes the rules of conduct and other Privacy Act requirements and can be found at: http://www.access.gpo.gov/nara/cfr/waisidx_06/45cfr5b_06.html.

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Contract Number : HHSN261201400013C

The Privacy Act System of Records applicable to this project is Number 09-25-0200. This document is incorporated into this contract as an Attachment in SECTION J of this contract. This document is also available at: http:// oma.od.nih.gov/public/MS/privacy/PAfiles/read02svstems.htm.

ARTICLE H. 14. OMB CLEARANCE

In accordance with HHSAR 352.201-70, Paperwork Reduction Act, the Contractor shall not proceed with surveys or interviews until such time as Office of Management and Budget (OMB) Clearance for conducting interviews has been obtained by the Contracting Officer's Representative (COR) and the Contracting Officer has issued written approval to proceed.

ARTICLE H. 15. RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS

The Contractor shall not use contract funds to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography.

ARTICLE H. 16. GUN CONTROL

The Contractor shall not use contract funds in whole or in part, to advocate or promote gun control.

ARTICLE H. 17. CERTIFICATION OF FILING AND PAYMENT OF TAXES

The contractor must be in compliance with Section 518 of the Consolidated Appropriations Act of FY 2014.

ARTICLE H. 18. OPTION PROVISION

Unless the Government exercises its option pursuant to the Option Clause set forth in SECTION I., the contract will consist only of the Base Period of the Statement of Work as defined in Sections C and F of the contract. Pursuant to FAR Clause 52.217-9, Option to Extend the Term of the Contract set forth in SECTION I. of this contract, the Government may, by unilateral contract modification, require the Contractor to perform additional options set forth in the Statement of Work and also defined in Sections C and F of the contract. If the Government exercises this option, notice must be given at least 30 calendar days prior to the expiration date of this contract, and the estimated cost plus fixed fee of the contract will be increased as set forth in the OPTION FOR PHASE II Article in SECTION B of this contract.

ARTICLE H. 19. LIMITATIONS ON SUBCONTRACTING - SBIR

Phase I - The Contractor shall perform a minimum of two-thirds of the research and/or analytical effort (total contract price less profit/fee) conducted under this contract. Any deviation from this requirement must be approved in writing by the Contracting Officer.

Phase II - The Contractor shall perform a minimum of one-half of the research and/or analytical effort (total contract price less profit/fee) conducted under this contract. Any deviation from this requirement must be approved in writing by the Contracting Officer.

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Contract Number : HHSN261201400013C

ARTICLE H.20. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-73(b) (January 2010)

Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all electronic and information technology (EIT) products and services developed, acquired, maintained, or used under this contract/order must comply with the "Electronic and Information Technology Accessibility Provisions" set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the "Access Board") in 36 CFR part 1194. Information about Section 508 provisions is available at http://www.section508.gov/. The complete text of Section 508 Final provisions can be accessed at http://www.access-board.gov/guidelines-and-standards.

The Section 508 standards applicable to this contract/order are identified in the Statement of Work. The contractor must provide a written Section 508 conformance certification due at the end of each contract/order exceeding $100,000 when the contract/order duration is one year or less. If it is determined by the Government that EIT products and services provided by the Contractor do not conform to the described accessibility standards in the Product Assessment Template, remediation of the products or services to the level of conformance specified in the Contractor's Product Assessment Template will be the responsibility of the Contractor at its own expense.

In the event of a modification(s) to this contract/order, which adds new EIT products or services or revises the type of, or specifications for, products or services the Contractor is to provide, including EIT deliverables such as electronic documents and reports, the Contracting Officer may require that the contractor submit a completed HHS Section 508 Product Assessment Template to assist the Government in determining that the EIT products or services support Section 508 accessibility standards. Instructions for documenting accessibility via the HHS Section 508 Product Assessment Template may be found on the HHS Web site ( http://www.hhs.gov/ web/508/contracting/technology/vendors.html).

[(End of HHSAR 352.239-73(b)]

Prior to the Contracting Officer exercising an option for a subsequent performance period/additional quantity or adding funding for a subsequent performance period under this contract, as applicable, the Contractor must provide a Section 508 Annual Report to the Contracting Officer and Project Officer. Unless otherwise directed by the Contracting Officer in writing, the Contractor shall provide the cited report in accordance with the following schedule. Instructions for completing the report are available in the Section 508 policy on the HHS Office on Disability Web site under the heading Vendor Information and Documents. The Contractor's failure to submit a timely and properly completed report may jeopardize the Contracting Officer's exercising an option or adding funding, as applicable.

Schedule for Contractor Submission of Section 508 Annual Report: Annually
[End of HHSAR 352.239-73(c)]

ARTICLE H.21. CONFIDENTIALITY OF INFORMATION

Confidential information, as used in this article, means information or data of a personal nature about an individual, or proprietary information or data submitted by or pertaining to an institution or organization.

The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the Contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the "Disputes" clause.

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Contract Number : HHSN261201400013C

If it is established elsewhere in this contract that information to be utilized under this contract, or a portion thereof, is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

Confidential information, as defined in paragraph (a) of this article, shall not be disclosed without the prior written consent of the individual, institution, or organization.

Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this article, the Contractor should obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

Contracting Officer determinations will reflect the result of internal coordination with appropriate program and legal officials.

The provisions of paragraph (d) of this article shall not apply to conflicting or overlapping provisions in other Federal, State or local laws.

The following information is covered by this article:

All data on participants in the clinical trial(s) performed under this contract.

ARTICLE H.22. INSTITUTIONAL RESPONSIBILITY REGARDING INVESTIGATOR FINANCIAL CONFLICTS OF INTEREST - PHASE II

The Institution (includes any contractor, public or private, excluding a Federal agency) shall comply with the requirements of 45 CFR Part 94, Responsible Prospective Contractors, which promotes objectivity in research by establishing standards to ensure that Investigators (defined as the project director or principal Investigator and any other person, regardless of title or position, who is responsible for the design, conduct, or reporting of research funded under NIH contracts, or proposed for such funding, which may include, for example, collaborators or consultants) will not be biased by any Investigator financial conflicts of interest. 45 CFR Part 94 is available at the following Web site:: http://www.ecfr.gov/cgi-bin/text-idx? c=ecfr&SID=0af84ca649a74846f102aaf664da1623&rgn=div5&view=text&node=45:1.0.1.1.51 &idno=45 As required by 45 CFR Part 94, the Institution shall, at a minimum:

Maintain an up-to-date, written, enforceable policy on financial conflicts of interest that complies with 45 CFR Part 94, inform each Investigator of the policy, the Investigator's reporting responsibilities regarding disclosure of significant financial interests, and the applicable regulation, and make such policy available via a publicly accessible Web site, or if none currently exist, available to any requestor within five business days of a request. A significant financial interest means a financial interest consisting of one or more of the following interests of the Investigator (and those of the Investigator's spouse and dependent children) that reasonably appears to be related to the Investigator’s institutional responsibilities:

With regard to any publicly traded entity, a significant financial interest exists if the value of any remuneration received from the entity in the twelve months preceding the disclosure and the value of any equity interest in the entity as of the date of disclosure, when aggregated, exceeds $5,000. Included are payments and equity interests;

With regard to any non-publicly traded entity, a significant financial interest exists if the value of any remuneration received from the entity in the twelve months preceding the disclosure, when aggregated, exceeds $5,000, or when the Investigator (or the Investigator's spouse or dependent children) holds any equity interest; or

Intellectual property rights and interests, upon receipt of income related to such rights and interest.

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Contract Number : HHSN261201400013C

Significant financial interests do not include the following:

Income from seminars, lectures, or teaching, and service on advisory or review panels for government agencies, Institutions of higher education, academic teaching hospitals, medical centers, or research institutes with an Institution of higher learning; and

Income from investment vehicles, such as mutual funds and retirement accounts, as long as the Investigator does not directly control the investment decisions made in these vehicles.

Require each Investigator to complete training regarding the Institution's financial conflicts of interest policy prior to engaging in research related to any NIH-funded contract and at least every four years. The Institution must take reasonable steps [see Part 94.4(c)] to ensure that investigators working as collaborators, consultants or subcontractors comply with the regulations.

Designate an official(s) to solicit and review disclosures of significant financial interests from each Investigator who is planning to participate in, or is participating in, the NIH-funded research.

Require that each Investigator who is planning to participate in the NIH-funded research disclose to the Institution's designated official(s) the Investigator's significant financial interest (and those of the Investigator's spouse and dependent children) no later than the date of submission of the Institution's proposal for NIH- funded research. Require that each Investigator who is participating in the NIH-funded research to submit an updated disclosure of significant financial interests at least annually, in accordance with the specific time period prescribed by the Institution during the period of the award as well as within thirty days of discovering or acquiring a new significant financial interest.

Provide guidelines consistent with the regulations for the designated official(s) to determine whether an Investigator's significant financial interest is related to NIH-funded research and, if so related, whether the significant financial interest is a financial conflict of interest. An Investigator's significant financial interest is related to NIH-funded research when the Institution, thorough its designated official(s), reasonably determines that the significant financial interest: Could be affected by the NIH-funded research; or is in an entity whose financial interest could be affected by the research. A financial conflict of interest exists when the Institution, through its designated official(s), reasonably determines that the significant financial interest could directly and significantly affect the design, conduct, or reporting of the NIH-funded research.

Take such actions as necessary to manage financial conflicts of interest, including any financial conflicts of a subcontractor Investigator. Management of an identified financial conflict of interest requires development and implementation of a management plan and, if necessary, a retrospective review and mitigation report pursuant to Part 94.5(a).

Provide initial and ongoing FCOI reports to the Contracting Officer pursuant to Part 94.5(b).

Maintain records relating to all Investigator disclosures of financial interests and the Institution's review of, and response to, such disclosures, and all actions under the Institution's policy or retrospective review, if applicable, for at least 3 years from the date of final payment or, where applicable, for the other time periods specified in 48 CFR Part 4, subpart 4.7, Contract Records Retention.

Establish adequate enforcement mechanisms and provide for employee sanctions or other administrative actions to ensure Investigator compliance as appropriate.

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Contract Number : HHSN261201400013C

Complete the certification in Section K - Representations, Certifications, and Other Statements of Offerors titled "Certification of Institutional Policy on Financial Conflicts of Interest".

If the failure of an Institution to comply with an Institution's financial conflicts of interest policy or a financial conflict of interest management plan appears to have biased the design, conduct, or reporting of the NIH-funded research, the Institution must promptly notify the Contracting Officer of the corrective action taken or to be taken. The Contracting Officer will consider the situation and, as necessary, take appropriate action or refer the matter to the Institution for further action, which may include directions to the Institution on how to maintain appropriate objectivity in the NIH-funded research project.

The Contracting Officer and/or HHS may inquire at any time before, during, or after award into any Investigator disclosure of financial interests, and the Institution's review of, and response to, such disclosure, regardless of whether the disclosure resulted in the Institution's determination of a financial conflict of interests.. The Contracting Officer may require submission of the records or review them on site. On the basis of this review of records or other information that may be available, the Contracting Officer may decide that a particular financial conflict of interest will bias the objectivity of the NIH-funded research to such an extent that further corrective action is needed or that the Institution has not managed the financial conflict of interest in accordance with Part 94.6(b). The issuance of a Stop Work Order by the Contracting Officer may be necessary until the matter is resolved.

If the Contracting Officer determines that NIH-funded clinical research, whose purpose is to evaluate the safety or effectiveness of a drug, medical device, or treatment, has been designed, conducted, or reported by an Investigator with a financial conflict of interest that was not managed or reported by the Institution, the Institution shall require the Investigator involved to disclose the financial conflict of interest in each public presentation of the results of the research and to request an addendum to previously published presentations.

ARTICLE H.23. PUBLICATION AND PUBLICITY

In addition to the requirements set forth in HHSAR Clause 352.227-70, Publications and Publicity incorporated by reference in SECTION I of this contract, the Contractor shall acknowledge the support of the National Institutes of Health whenever publicizing the work under this contract in any media by including an acknowledgment substantially as follows:

"This project has been funded in whole or in part with Federal funds from the National Cancer Institute, National Institutes of Health, Department of Health and Human Services, under Contract No. HHSN261201400013C"

ARTICLE H.24. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE

Anyone who becomes aware of the existence or apparent existence of fraud, waste and abuse in NIH funded programs is encouraged to report such matters to the HHS Inspector General's Office in writing or on the Inspector General's Hotline. The toll free number is 1-800-HHS-TIPS (1-800-447-8477). All telephone calls will be handled confidentially. The website to file a complaint on-line is: http://oig.hhs.gov/fraud/hotline/ and the mailing address is:

US Department of Health and Human Services

Office of Inspector General

ATTN: OIG HOTLINE OPERATIONS

P.O. Box 23489

Washington, D.C. 20026

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Contract Number : HHSN261201400013C

ARTICLE H.25. YEAR 2000 COMPLIANCE

In accordance with FAR 39.106, Information Technology acquired under this contract must be Year 2000 compliant as set forth in the following clause(s):

Service Involving the Use of Information Technology

YEAR 2000 COMPLIANCE–SERVICE INVOLVING THE USE OF INFORMATION TECHNOLOGY

The Contractor agrees that each item of hardware, software, and firmware used under this contract shall be able to accurately process date data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries and the Year 1999 and the Year 2000 and leap year calculations.

(End of Clause)

ARTICLE H.26. USE OF FUNDS FOR PROMOTIONAL ITEMS

The Contractor shall not use contract funds to purchase promotional items. Promotional items include, but are not limited to: clothing and commemorative items such as pens, mugs/cups, folders/folios, lanyards, and conference bags that are sometimes provided to visitors, employees, grantees, or conference attendees. This includes items or tokens given to individuals as these are considered personal gifts for which contract funds may not be expended.

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Contract Number : HHSN261201400013C

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

ARTICLE I.1. GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE I CONTRACT

This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically as follows: FAR Clauses at: http://www. acquisition, gov/far/. HHSAR Clauses at: http:// www.hhs.gov/policies/hhsar/subpart352.html.

a. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:

*FAR*
*CLAUSE NO.*	*DATE*	*TITLE*

52.202-1	Nov 2013	Definitions (Over the Simplified Acquisition Threshold)

52.203-12	Oct 2010	Limitation on Payments to Influence Certain Federal Transactions (Over $150,000)

52.203-17	Apr 2014	Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights (Over the Simplified Acquisition Threshold)

52.204-10	Jul 2013	Reporting Executive Compensation and First-Tier Subcontract Awards ($25,000 or more)

52.204-13	Jul 2013	System for Award Management Maintenance

52.209-6	Aug 2013	Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Over $30,000)

52.215-8	Oct 1997	Order of Precedence - Uniform Contract Format

52.219-6	Jul 1996	Notice of Total Small Business Set-Aside

52.222-3	Jun 2003	Convict Labor

52.222-21	Feb 1999	Prohibition of Segregated Facilities

52.222-26	Mar 2007	Equal Opportunity

52.222-35	Jul 2014	Equal Opportunity for Veterans ($100,000 or more)

52.222-36	Jul 2014	Equal Opportunity for Workers with Disabilities

52.222-37	Jul 2014	Employment Reports on Veterans ($100,000 or more)

52.222-50	Feb 2009	Combating Trafficking in Persons

52.222-54	Aug 2013	Employment Eligibility Verification (Over the Simplified Acquisition Threshold)

52.223-6	May 2001	Drug-Free Workplace

52.223-18	Aug 2011	Encouraging Contractor Policies to Ban Text Messaging While Driving

52.225-1	May 2014	Buy American - Supplies

52.225-13	Jun 2008	Restrictions on Certain Foreign Purchases

52.227-1	Dec 2007	Authorization and Consent, Alternate I (Apr 1984)

52.227-2	Dec 2007	Notice and Assistance Regarding Patent and Copyright Infringement

52.227-11	May 2014	Patent Rights - Ownership by the Contractor (Note: In accordance with FAR 27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting in (i) is annual.

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*FAR* *CLAUSE NO.*	*DATE*	*TITLE*

52.227-20	May 2014	Rights in Data - SBIR Program

52.232-9	Apr 1984	Limitation on Withholding of Payments

52.232-23	May 2014	Assignment of Claims

52.232-25	Jul 2013	Prompt Payment

52.232-33	Jul 2013	Payment by Electronic Funds Transfer-System for Award Management

52.232-39	Jun 2013	Unenforceability of Unauthorized Obligations

52.233-1	May 2014	Disputes

52.233-3	Aug 1996	Protest After Award

52.233-4	Oct 2004	Applicable Law for Breach of Contract Claim

52.243-1	Aug 1987	Changes - Fixed Price, Alternate V (Apr 1984)

52.244-6	Jul 2014	Subcontracts for Commercial Items

52.249-1	Apr 1984	Termination for the Convenience of the Government (Fixed-Price) (Short Form)

52.249-9	Apr 1984	Default (Fixed-Price Research and Development) (Over the Simplified Acquisition Threshold)

52.253-1	Jan 1991	Computer Generated Forms

b. DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CFR CHAPTER 3) CLAUSES:

*HHSAR* *CLAUSE NO.*	*DATE*	*TITLE*

352.202-1	Jan 2006	Definitions

352.203-70	Mar 2012	Anti-Lobbying

352.222-70	Jan 2010	Contractor Cooperation in Equal Employment Opportunity Investigations

352.227-70	Jan 2006	Publications and Publicity

352.231-71	Jan 2001	Pricing of Adjustments

352.242-70	Jan 2006	Key Personnel

352.242-73	Jan 2006	Withholding of Contract Payments

[End of GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE I CONTRACT- Rev. 08/2014].

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ARTICLE I.1. GENERAL CLAUSES FOR A COST-REIMBURSEMENT SBIR PHASE II CONTRACT

This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically as follows: FAR Clauses at: http://www.acquisition.gov/far/. HHSAR Clauses at: http://www.hhs. gov/policies/hhsar/subpart352.html.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:

*FAR* *CLAUSE NO.*	*DATE*	*TITLE*
52.202-1	Nov 2013	Definitions (Over the Simplified Acquisition Threshold)

52.203-3	Apr 1984	Gratuities (Over the Simplified Acquisition Threshold)

52.203-5	May 2014	Covenant Against Contingent Fees (Over the Simplified Acquisition Threshold)

52.203-6	Sep 2006	Restrictions on Subcontractor Sales to the Government (Over the Simplified Acquisition Threshold)

52.203-7	May 2014	Anti-Kickback Procedures (Over the Simplified Acquisition Threshold)

52.203-8	May 2014	Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (Over the Simplified Acquisition Threshold)

52.203-10	May 2014	Price or Fee Adjustment for Illegal or Improper Activity (Over the Simplified Acquisition Threshold)

52.203-12	Oct 2010	Limitation on Payments to Influence Certain Federal Transactions (Over $150,000)

52.203-17	Apr 2014	Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights (Over the Simplified Acquisition Threshold)

52.204-4	May 2011	Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (Over the Simplified Acquisition Threshold)

52.204-10	Jul 2013	Reporting Executive Compensation and First-Tier Subcontract Awards ($25,000 or more)

52.204-13	Jul 2013	System for Award Management Maintenance

52.209-6	Aug 2013	Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Over $30,000)

52.215-2	Oct 2010	Audit and Records - Negotiation [Note: Applies to ALL contracts funded in whole or in part with Recovery Act funds, regardless of dollar value, AND contracts over the Simplified Acquisition Threshold funded exclusively with non-Recovery Act funds.]

52.215-8	Oct 1997	Order of Precedence - Uniform Contract Format

52.215-10	Aug 2011	Price Reduction for Defective Certified Cost or Pricing Data (Over $700,000)

52.215-12	Oct 2010	Subcontractor Cost or Pricing Data (Over $700,000)

52.215-14	Oct 2010	Integrity of Unit Prices (Over the Simplified Acquisition Threshold)

52.215-15	Oct 2010	Pension Adjustments and Asset Reversions (Over $700,000)

52.215-18	Jul 2005	Reversion or Adjustment of Plans for Post-Retirement Benefits (PRB) other than Pensions

52.215-19	Oct 1997	Notification of Ownership Changes

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Contract Number : HHSN261201400013C

*FAR* *CLAUSE NO.*	*DATE*	*TITLE*
52.215-21	Oct 2010	Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications

52.215-23	Oct 2009	Limitations on Pass-Through Charges (Over the Simplified Acquisition Threshold)

52.216-7	Jun 2013	Allowable Cost and Payment

52.216-8	Jun 2011	Fixed Fee

52.219-6	Jul 1996	Notice of Total Small Business Set-Aside

52.219-8	May 2014	Utilization of Small Business Concerns (Over the Simplified Acquisition Threshold)

52.219-14	Dec 1996	Limitations on Subcontracting

52.222-2	Jul 1990	Payment for Overtime Premium (Over the Simplified Acquisition Threshold) (Note: The dollar amount in paragraph (a) of this clause is $0 unless otherwise specified in the contract.)

52.222-3	Jun 2003	Convict Labor

52.222-21	Feb 1999	Prohibition of Segregated Facilities

52.222-26	Mar 2007	Equal Opportunity

52.222-35	Jul 2014	Equal Opportunity for Veterans ($100,000 or more)

52.222-36	Jul 2014	Equal Opportunity for Workers with Disabilities

52.222-37	Jul 2014	Employment Reports on Veterans ($100,000 or more)

52.222-40	Dec 2010	Notification of Employee Rights Under the National Labor Relations Act (Over the Simplified Acquisition Threshold)

52.222-50	Feb 2009	Combating Trafficking in Persons

52.222-54	Aug 2013	Employment Eligibility Verification (Over the Simplified Acquisition Threshold)

52.223-6	May 2001	Drug-Free Workplace

52.223-18	Aug 2011	Encouraging Contractor Policies to Ban Text Messaging While Driving

52.225-1	May 2014	Buy American - Supplies

52.225-13	Jun 2008	Restrictions on Certain Foreign Purchases

52.227-1	Dec 2007	Authorization and Consent, Alternate I (Apr 1984)

52.227-2	Dec 2007	Notice and Assistance Regarding Patent and Copyright Infringement

52.227-11	May 2014	Patent Rights - Ownership by the Contractor (Note: In accordance with FAR 27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting in (i) is annual.

52.227-20	May 2014	Rights in Data - SBIR Program

52.232-9	Apr 1984	Limitation on Withholding of Payments

52.232-17	May 2014	Interest (Over the Simplified Acquisition Threshold)

52.232-20	Apr 1984	Limitation of Cost

52.232-23	May 2014	Assignment of Claims

52.232-25	Jul 2013	Prompt Payment, Alternate I (Feb 2002)

52.232-33	Jul 2013	Payment by Electronic Funds Transfer–System for Award Management

52.232-39	Jun 2013	Unenforceability of Unauthorized Obligations

52.233-1	May 2014	Disputes

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Contract Number : HHSN261201400013C

*FAR*
*CLAUSE NO.*	*DATE*	*TITLE*

52.233-3	Aug 1996	Protest After Award, Alternate I (Jun 1985)

52.233-4	Oct 2004	Applicable Law for Breach of Contract Claim

52.242-1	Apr 1984	Notice of Intent to Disallow Costs

52.242-3	May 2014	Penalties for Unallowable Costs (Over $700,000)

52.242-4	Jan 1997	Certification of Final Indirect Costs

52.242-13	Jul 1995	Bankruptcy (Over the Simplified Acquisition Threshold)

52.243-2	Aug 1987	Changes - Cost Reimbursement, Alternate V (Apr 1984)

52.244-2	Oct 2010	Subcontracts (Over the Simplified Acquisition Threshold), Alternate 1 (June 2007)

52.244-5	Dec 1996	Competition in Subcontracting (Over the Simplified Acquisition Threshold)

52.244-6	Jul 2014	Subcontracts for Commercial Items

52.245-1	Apr 2012	Government Property

52.245-9	Apr 2012	Use and Charges

52.249-6	May 2004	Termination (Cost-Reimbursement)

52.249-14	Apr 1984	Excusable Delays

52.253-1	Jan 1991	Computer Generated Forms

b. DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CFR CHAPTER 3) CLAUSES:

*HHSAR* *CLAUSE NO.*	*DATE*	*TITLE*

352.202-1	Jan 2006	Definitions - with Alternate paragraph (h) (Jan 2006)

352.203-70	Mar 2012	Anti-Lobbying

352.216-70	Jan 2006	Additional Cost Principles

352.222-70	Jan 2010	Contractor Cooperation in Equal Employment Opportunity Investigations

352.227-70	Jan 2006	Publications and Publicity

352.228-7	Dec 1991	Insurance - Liability to Third Persons

352.233-71	Jan 2006	Litigation and Claims

352.242-70	Jan 2006	Key Personnel

352.242-73	Jan 2006	Withholding of Contract Payments

352.242-74	Apr 1984	Final Decisions on Audit Findings

[End of GENERAL CLAUSES FOR A COST-REIMBURSEMENT SBIR PHASE II CONTRACT- Rev. 08/2014].

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Contract Number : HHSN261201400013C

ARTICLE I.2. AUTHORIZED SUBSTITUTION OF CLAUSES

ARTICLE I.1. of this SECTION is hereby modified as follows:

Alternate I (October 1997) of FAR Clause 52.215-14, Integrity of Unit Prices (October 2010) is added.

The following clauses are added to this contract (Phase I only):

•

FAR Clause 52.203-3, Gratuities (April 1984)

•

FAR Clause 52.203-5, Covenant Against Contingent Fees (May 2014)

•

FAR Clause 52.203-6, Restrictions on Subcontractor Sales to the Government (September 2006)

•

FAR Clause 52.203-7, Anti-Kickback Procedures (May 2014)

•

FAR Clause 52.203-8, Cancellation, Recission, and Recovery of Funds for Illegal or Improper Activity (May 2014)

•

FAR Clause 52.203-10, Price or Fee Adjustment for Illegal or Improper Activity (May 2014)

•

FAR Clause 52.204-4, Printed or copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)

•

FAR Clause 52.215-2, Audit and Records Negotiation (October 2010)

•

FAR Clause 52.215-14, Integrity of Unit Prices (October 2010)

•

FAR Clause 52.219-8, Utilization of Small Business Concerns (May 2014)

•

FAR Clause 52.219-14, Limitations on Subcontracting (December 1996)

•

FAR Clause 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (December 2010)

•

FAR Clause 52.229-3, Federal, State and Local Taxes (February 2013)

•

FAR Clause 52.232-2, Payments under Fixed-Price Research and Development Contracts (April 1984)

•

FAR Clause 52.232-17, Interest (May 2014)

•

FAR Clause 52.242-13, Bankruptcy (July 1995)

•

FAR Clause 52.244-5, Competition in Subcontracting (December 2010)

The following clause(s) is substituted as follows:

•

FAR Clause 52.249-1, Termination for the Convenience of the Government (Fixed-Price)(Short Form) (April 1984) is deleted in its entirety and FAR Clause 52.249-2, Termination for the Convenience of the Government (Fixed Price) (April 2012) is substituted therefor.

Alternate I (February 2002), of FAR Clause 52.232-25, Prompt Payment (July 2013) is deleted.

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Contract Number : HHSN261201400013C

ARTICLE I.3. ADDITIONAL CONTRACT CLAUSES

This contract incorporates the following clauses by reference, with the same force and effect, as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

FAR Clause 52.215-17, Waiver of Facilities Capital Cost of Money (October 1997).

FAR Clause 52.219-28, Post-Award Small Business Program Rerepresentation (July 2013).

FAR Clause 52.224-1, Privacy Act Notification (April 1984).

FAR Clause 52.224-2, Privacy Act (April 1984).

FAR Clause 52.239-1, Privacy or Security Safeguards (August 1996).

FAR Clause 52.242-3, Penalties for Unallowable Costs (May 2001).

FAR Clause 52.244-5, Competition in Subcontracting (December 1996).

Alternate I (April 2012), FAR Clause 52.245-1, Government Property (April 2012).

FAR Clause 52.246-23, Limitation of Liability (February 1997).

DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CHAPTER 3) CLAUSES:

HHSAR Clause 352.201-70, Paperwork Reduction Act (January 2006).

HHSAR Clause 352.231-70, Salary Rate Limitation (August 2012).

Note: P.L. 113-76 sets forth the Salary Rate Limitation at the Executive Level II Rate, effective January 17, 2014.

See the following website for Executive Schedule rates of pay: http://www.opm.gov/oca/ .

(For current year rates, click on Salaries and Wages/Executive Schedule/Rates of Pay for the Executive Schedule. For prior year rates, click on Salaries and Wages/select Another Year at the top of the page/Executive Schedule/Rates of Pay for the Executive Schedule. Rates are effective January 1 of each calendar year unless otherwise noted.)

NATIONAL INSTITUTES OF HEALTH (NIH) RESEARCH CONTRACTING (RC) CLAUSES:

The following clauses are attached and made a part of this contract:

NIH(RC)-11, Research Patient Care Costs (4/1/84)

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Contract Number : HHSN261201400013C

ARTICLE I.4. ADDITIONAL FAR CONTRACT CLAUSES INCLUDED IN FULL TEXT

This contract incorporates the following clauses in full text.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

FAR Clause 52.217-9, Option to Extend the Term of the Contract (March 2000).

The Government may extend the term of this contract by written notice to the Contractor within 15 calendar days before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar days before the contract expires. The preliminary notice does not commit the Government to an extension.

If the Government exercises this option, the extended contract shall be considered to include this option clause.

The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CHAPTER 3) CLAUSES:

THERE ARE NO APPLICABLE CLAUSES IN THIS SECTION.

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Contract Number : HHSN261201400013C

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

The following documents are attached and incorporated in this contract:

1. Statement of Work

Statement of Work - Phase I, dated 08/25/2014, 2 pages.

Statement of Work - Phase II, dated 08/25/2014, 3 pages.

2. Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2

Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2, (8/12), 3 pages.

3. Invoice/Financing Request and Contract Financial Reporting Instructions for NIH Cost- Reimbursement Type Contracts, NIH(RC)-4

Invoice/Financing Request and Contract Financial Reporting Instructions for NIH Cost-Reimbursement Type Contracts, NIH(RC)-4, (8/12), 6 pages.

4. Cumulative Inclusion Enrollment Report

Cumulative Inclusion Enrollment Report, PHS 398/2590, (Rev. 08/12), 1 page. Located at:

http://grants.nih.gov/grants/funding/phs398/CumulativelnclusionEnrollmentReport.pdf

5. Privacy Act System of Records, Number

Privacy Act System of Records, Number 09-25-0200,10 pages.

6. Research Patient Care Costs

Research Patient Care Costs, NIH(RC)-11, 4/1/84,1 page.

7. Disclosure of Lobbying Activities, SF-LLL

Disclosure of Lobbying Activities, SF-LLL, dated 7/97, 2 pages.

8. Government Property - Schedule IB

Government Property - Schedule IB, dated September 19, 2014, 1 page.

9. Report of Government Owned, Contractor Held Property

Report of Government Owned, Contractor Held Property, dated 3/2008,1 page. Located at: http://oamp.od.nih.gov/ sites/default/files/DGS/contracting-forms/Govt-Owned-Prop.pdf

10. NIH Small Business Innovation Research (SBIR) Program Funding Agreement Certification

NIH Small Business Innovative Research (SBIR) Program Funding Agreement Certification, 3 Pages.

- 40 -

Contract Number : HHSN261201400013C

11. NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification

NIH Small Business Innovative Research (SBIR) Program Life Cycle Certification, 3 pages.

- 41 -

Contract Number : HHSN261201400013C

PART IV - REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS AND CERTIFICATIONS

The following documents are incorporated by reference in this contract:

Annual Representations and Certifications are completed and located in The System for Award Management (SAM) website ( http://www.sam.gov). This includes the changes identified in paragraph (b) of the FAR provision 52.204-8, Annual Representations and Certifications, contained in the Contractor's proposal.

NIH Representations & Certifications, dated February 2013

Human Subjects Assurance Identification Number FWA00022203.

END of the SCHEDULE

(CONTRACT)

- 42 -

Shuttle Pharmaceuticals, LLC

HHSN261201400013C

August 25, 2014

STATEMENT OF WORK - PHASE I SBIR

Background Information and Objectives

Background information

The objective of this project is to advance commercialization efforts for IPdR (5 -iodo- 2pyrimidinone-2'-deoxyribose), a prod rug of the radiosensitizer lUdR (5-iodo-2'- deoxyuridine). In Phase I, the Contractor shall determine the scientific merit, feasibility and potential for commercialization of oral IPdR as a radiation sensitizer for use in cancer treatment. Administrative tasks shall be completed to enable an IND for the Contractor; formulation of GMP manufactured IPdR into 300 mg capsules; submission of a letter of intent (LOI) to CTEP; protocol preparation and IRB approval for the proposed Phase I clinical trial and establishment of companion diagnostics for analyzing clinical specimens from Phase I patients. The tasks detailed for the Phase I effort are intended to facilitate an IND for IPdR for the Contractor.

Technical Objectives

Objective 1. Activate the IPdR IND to enable the Contractor to provide GMP IPdR to the sub-contractor (BrUOG/RIH) for the Phase I and PK clinical trial.

Task 1.1. The Contractor shall file administrative documents to initially cross-file (IND 70,333) and obtain an IND for IPdR to enable performance of the Phase I and PK study at Brown University (Lifespan/RIH).

Milestone 1.1. The Contractor shall cross-file on the IPdR IND currently held by CTEP to permit performance of the Phase I clinical trial in Phase II of this contract.

Task 1.2. The Contractor shall negotiate an agreement with CTEP to transfer sufficient cGMP clinical product IPdR from the NCI DTP to the Contractor for performance of the clinical trial.

Milestone 1.2. Bulk cGMP drug shall be formulated into clinical product (encapsulated) IPdR, 250 mg capsules, for use in the proposed Phase I and PK clinical trial.

Task 1.3. The Contractor shall formulate and encapsulate cGMP IPdR into capsules (250 and 500 mg).

Milestone 1.3. IPdR in capsules of 300 mg shall be available for the Phase I and PK clinical trial.

Objective 2. Obtain approvals for the Phase I and PK clinical protocol from Brown University (Lifespan/Rhode Island Hospital) and CTEP. Develop efficacy protocols satisfying FDA “Orphan Drug” status.

Task 2.1. The Contractor shall submit a Letter of Intent (LOI) to NCI CTEP for approval of the Phase I and PK clinical studies of IPdR.

Milestone 2.1. The Contractor shall obtain a favorable response to an LOI to NCI CTEP for Phase I and PK studies.

Task 2.2. The Contractor shall obtain IRB approval of the complete Phase I and PK study

Milestone 2.2. IRB approved Phase I for safety and feasibility of IPdR + RT.

Task 2.3. The Contractor shall consult with the FDA regarding “Orphan Drug” status for IPdR as a radiosensitizing drug for use in rectal cancer treatment

Attachment 1 – Phase I

Page 1

Milestone 2.3. The Contractor shall obtain FDA guidance on requirements for IPdR approval as an “Orphan Drug” leading to a strategy to accomplish this task.

Objective 3. Establish the in-house (Shuttle Pharmaceuticals, LLC Laboratories) biomarker assays for evaluating clinical specimens to be obtained from patients entering IPdR clinical trials.

Task 3.1. The Contractor shall establish plasma IPdR—>IUdR—>IU PK and %IUdR-DNA cellular incorporation assays in the Contractor’s laboratories for use in patient plasma and tissue samples during the IPdR Phase I and PK dose escalation.

Milestone 3.1. The Contractor shall optimize LC/MS/MS PK, HPLC and flow cytometry assays for %IUdR-DNA incorporation in cells.

Task 3.1. The Contractor shall complete the Phase I work plan and report progress and achieved milestones to NIH to allow the project to progress to the Phase II work plan.

Milestone 3.2. The Contractor shall prepare a written report of Phase I progress and achieved milestones submitted and accepted by NIH.

II.

Services to be performed

General Requirements

1. The Contractor shall independently perform all work and furnish all labor, materials, supplies, equipment and services (except as otherwise specified in the contract)

2. All work shall be monitored by the Government Contracting Officer’s Representative.

B. Specific Requirements are summarized in Gantt Chart 1:

Chart 1. Phase I. Milestones, Deliverables, Timeline and Work Distribution between the Contractor and Lifespan/Rhode Island Hospital (L/RIH).

Site

Milestones and Deliverables

Months

SP,

L/RIH

Objective 1. Task 1.1.

Milestone 1.1. Activation of the IPdR IND

Objective 1. Task 1.2.

Milestone 1.2. IPdR clinical product is obtained from CTEP suitable for use in the Phase I clinical trial

Objective 1. Task 1.3.

Milestone 1.3. Sufficient quantity of 300 mg capsules of IPdR are provided to complete the Phase I clinical trial.

SP,

L/RIH

Objective 2. Task 2.1.

Milestone 2.1. NCI CTEP approval of the Phase I and PK LOI.

SP,

L/RIH

Objective 2. Task 2.2.

Milestone 5. The Phase I clinical trial receives IRB approval.

Objective 2. Task 2.3.

Milestone 6. FDA provided advice for “Orphan Drug” status for IPdR in rectal cancer treatment.

Objective 3. Task 3.1.

Milestone 3.1. The %IUdR-DNA cellular incorporation assays for Phase II is established in Shuttle Pharmaceuticals laboratories.

Objective 3. Task 3.2.

Milestone 3.2. Written final report of achieved Phase I SBIR milestones to advance to the Phase II SBIR.work plan.

Attachment 1 – Phase I

Page 2

Shuttle Pharmaceuticals, LLC

HHSN261201400013C

August 25, 2014

STATEMENT OF WORK - PHASE II SBIR

Background Information and Objectives

Background information

Although radiosensitization is integral to the treatment of many types of human cancers, the drugs currently available are also cytotoxic, and there is no drug with FDA approval for the indication of radiosensitization. IPdR represents a potential first-in-class non-cytotoxic radiation sensitizer to biologically enhance radiation therapy effects on cancers. In Phase II, the Phase I clinical trial will be performed to determine safety and feasibility. This shall allow the Contractor to advance its proposed commercialization plan and to raise capital for efficacy clinical trials leading to FDA approval.

Technical Objectives

Objective 1: Perform the Phase I and PK clinical trial of IPdR-mediated radiosensitization in patients with locally advanced gastrointestinal cancers, presenting for palliative radiation therapy to the abdominal and/or pelvic regions.

The Contractor shall:

Task 1.1. Perform the Phase I clinical trial.

Milestone 1.1. Initiation and performance of the Phase I and PK clinical trial of lUdR with RT.

Milestone 1.3. Collect and transfer clinical samples to the Contractor’s laboratories for analysis.

Objective 2: Perform PK analyses to determine optimal dosing schedule of IPdR and perform biomarker assays of %IUdR-DNA cellular incorporation in clinical specimens.

The Contractor shall:

Task 2.1. Determine pharmacokinetics (PK) and %IUdR-DNA for biomarker analysis.

Milestone 2.1. Obtain and analyze clinical specimens for PK & %IUdR-DNA determinations.

Milestone 2.2. Perform PK analyses.

Milestone 2.3. Determine and correlate %IUdR-DNA incorporation with clinical observations.

Attachment 1 – Phase II

Page 1

Objective 3: Use results of the Phase I and PK clinical trial to design the Phase IB/ll clinical trials in patients with rectal cancers.

The Contractor shall:

Task 3.1. Analyze the PK data to determine optimal IPdR dosing.

Milestone 3.1. Establish optimum dosing schedule of IPdR, based on PK data.

Task 3.2. Design and write the Phase IB/ll protocol for efficacy determination.

Milestone 3.2. Write Phase IB/ll clinical protocol for IPdR and RT in rectal cancer.

Objective 4: Advance the business development and commercialization plan for company sustainability

The Contractor shall:

Task 4.1. Advance results of the Phase I clinical trial to raise capital for efficacy clinical trials of IPdR and RT.

Milestone 4.1. Ensure that the written business development and commercialization plan is available for entering capital markets to commercialize IPdR.

Task 4.2. Prepare and submit a final written report to the Government at the conclusion of the Phase II contract.

Milestone 4.1. Submit written final progress report.

II.

Services to be performed

A. General Requirements

1. The Contractor shall independently perform all work and furnish all labor, materials, supplies, equipment and services (except as otherwise specified in the contract)

2. All work shall be monitored by the Contracting Officer’s Representative.

Attachment 1 - Phase II

Page 2

B. Specific Requirements

The tasks are detailed for the Phase II effort, intended to perform the Phase I clinical trial and PK study for IPdR for Shuttle Pharmaceuticals are summarized in Gantt Chart 2:

Chart 2. Phase II Milestones, Deliverables and Work Distribution between the Contractor and Lifespan/Rhode Island Hospital (L/RIH) for Clinical Development of IPdR as a Radiosensitizer.

		Delivery Schedule (months)
Site	Milestones and Deliverables	2	4	6	8	10	12	14	16	18	20	22	24
L/RIH	Obiective 1. Task 1.1 Milestone 1.1. Initiation and performance of the Phase I and PK clinical trial of lUdR with RT. Milestone 1.2. Safety and MTD parameters for IPdR with RT. Milestone 1.3. Collect and transfer clinical samples to SP Labs.
L/RIH SP	Obiective 2. Task 2.1. Milestone 2.1. Obtain clinical specimens for PK & %IUdR-DNA Milestone 2.2. PK analyses Milestone 2.3. %IUdR-DNA incorporation is determined and correlated with clinical observations.
SP	Obiective 3: Task 3.1. Milestone 3.1. Dosing schedule of IPdR is established, based on PK
SP	Obiective 3: Task 3.2. Milestone 3.2. Written Phase IB/ll clinical protocol
SP	Obiective 4: Task 4.1. Milestone 4.1 Written business and commercialization plan.
SP, L/RIH	Obiective 4: Task 4.2. Milestone 4.2. Final report submitted to NIH.

Attachment 1 - Phase II

Page 3

INVOICE INSTRUCTIONS FOR NIH FIXED-PRICE CONTRACTS. NIH(RC)-2

Format: Submit payment requests on Standard Form 1034, Public Voucher for Purchases and Services Other Than Personal, or the Contractor’s self-generated form provided it contains all of the information prescribed herein. DO NOT include a cover letter with the payment request.

Number of Copies: Submit payment requests in the quantity specified in the Invoice Submission Instructions in Section G of the Contract Schedule.

Frequency: Submit payment requests upon delivery and acceptance of goods or services unless otherwise authorized by the Contracting Officer.

Currency: All NIH contracts are expressed in United States dollars. When the Government pays in a currency other than United States dollars, billings shall be expressed, and payment by the Government shall be made, in that other currency at amounts coincident with actual costs incurred. Currency fluctuations may not be a basis of gain or loss to the Contractor. Notwithstanding the above, the total of all invoices paid under this contract may not exceed the United States dollars authorized.

Preparation and Itemization of the Payment Request: Prepare payment requests as follows:

Note:

All information must be legible or the invoice will be considered improper and returned to the Contractor.

(a)

Designated Billing Office Name and Address: Enter the designated billing office name and address, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(b)

Contractor’s Name, Address, Point of Contact, TIN, and DUNS or DUNS+4 Number: Show the Contractor’s name and address exactly as they appear in the contract. Any invoice identified as improper will be sent to this address. Also include the name, title, phone number, and e-mail address of the Point of Contact in case of questions. If the remittance name differs from the legal business name, both names must appear on the invoice. Provide the Contractor’s Federal Taxpayer Identification Number (TIN) and Data Universal Numbering System (DUNS) or DUNS+4 number. The DUNS number must identify the Contractor’s name and address exactly as stated in the contract, and as registered in the System for Acquisition Management (SAM) database.

When an approved assignment of claims has been executed, the Contractor shall provide the same information for the assignee as is required for the Contractor (i.e., name, address, point of contact, TIN, and DUNS number), with the remittance information clearly identified as such.

(c)

Invoice/Voucher Number: Identify each payment request by a unique invoice number, which can only be used one time regardless of the number of contracts or orders held by an organization. For example, if a contractor has already submitted invoice number 05 on one of its contracts or orders, it cannot use that same invoice number on any other contract or order. Payment requests with duplicate invoice numbers will be considered improper and returned to the contractor.

Attachment 2

The NIH does not prescribe a particular numbering format but suggests using a job or account number for each contract and order followed by a sequential invoice number (example: 8675309-05). Invoice numbers are limited to 30 characters. There are no restrictions on the use of special characters, such as colons, dashes, forward slashes, or parentheses.

If all or part of an invoice is suspended and the contractor chooses to reclaim those costs on a supplemental invoice, the contractor may use the same unique invoice number followed by an alpha character, such as “R” for revised (example: 8675309-05R).

(d)

Date Invoice/Voucher Prepared: Insert the date the payment request is prepared.

(e)

Contract Number and Order Number (if applicable): Insert the contract number and order number (as applicable).

(f)

Contract Title: Insert the contract title listed on the cover page of the contract and/or Section G of the Contract Schedule.

(g)

Current Contract Period of Performance: Insert the contract start date/effective date through the current completion date of the contract.

(h)

Total Fixed-Price of Contract/Order: Insert the total fixed-price of the contract/order.

(i)

Two-Way/Three-Way Match: Identify whether payment is to be made using a two-way or three-way match. To determine required payment method, refer to the Invoice Submission Instructions in Section G of the Contract Schedule.

(j)

Office of Acquisitions: Insert the name of the Office of Acquisitions, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(k)

Central Point of Distribution: Identify the Central Point of Distribution, as specified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(I)

Billing Period: Insert the beginning and ending dates (month, day, and year) of the period in which costs were incurred and for which reimbursement is claimed.

(m)

Description of Supplies or Services: Provide a description of the supplies or services, by line item (if applicable), quantity, unit price (where appropriate), and total amount. The item description, unit of measure, and unit price must match those specified in the contract. For example, if the contract specifies 1 box of hypodermic needles (100/box) with a unit price of $50.00, then the invoice must state 1 box, hypodermic needles (100/box), $50.00, not 100 syringes at $0.50 each. Invoices that do not match the line item pricing in the contract will be considered improper and will be returned to the Contractor.

(n)

Amount Billed - Current Period: Insert the amount claimed for the current billing period, including any adjustments, if applicable. If the Contract Schedule contains separately priced line items, identify the contract line item(s) on the payment request.

(o)

Amount Billed - Cumulative: Insert the cumulative amounts claimed to date, including any adjustments as applicable. If the Contract Schedule contains separately priced line items, identify the contract line item(s) on the payment request.

(p)

Freight or Delivery Charges: Identify all charges for freight or express shipments, other than f.o.b. destination, as a separate line item on the invoice. (If shipped by freight or express, and charges are more than $25, attach prepaid bill.)

(q)

Government Property: If the contract authorizes the purchase of any item of Government Property (e.g., equipment), the invoice must list each item for which reimbursement is requested. Include reference to the following (as applicable):

item number for the specific piece of equipment listed in the Property Schedule, and

Contracting Officer Authorization (COA) Number, if the equipment is not covered by the Property Schedule.

INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL REPORTING INSTRUCTIONS FOR NIH COST-REIMBURSEMENT CONTRACTS. NIH(RC)-4

Format: Submit payment requests on the Contractor’s self-generated form in the manner and format prescribed herein and as illustrated in the Sample Invoice/Financing Request. Standard Form 1034, Public Voucher for Purchases and Services Other Than Personal, may be used in lieu of the Contractor’s self-generated form provided it contains all of the information shown on the Sample Invoice/Financing Request. DO NOT include a cover letter with the payment request.

Number of Copies: Submit payment requests in the quantity specified in the Invoice Submission Instructions in Section G of the Contract Schedule.

Frequency: Payment requests shall not be submitted more frequently than once every two weeks in accordance with the Allowable Cost and Payment Clause incorporated into this contract. Small business concerns may submit invoices/financing requests more frequently than every two weeks.

Cost Incurrence Period: Costs incurred must be within the contract performance period or covered by precontract cost provisions.

Billing of Costs Incurred: : If billed costs include (1) costs of a prior billing period, but not previously billed, or (2) costs incurred during the contract period and claimed after the contract period has expired, the Contractor shall cite the amount(s) and month(s) in which the costs were incurred.

Contractor’s Fiscal Year: Prepare payment requests in such a manner that the Government can identify costs claimed with the Contractor’s fiscal year.

Currency: All NIH contracts are expressed in United States dollars. When the Government pays in a currency other than United States dollars, billings shall be expressed, and payment by the Government shall be made, in that other currency at amounts coincident with actual costs incurred. Currency fluctuations may not be a basis of gain or loss to the Contractor. Notwithstanding the above, the total of all invoices paid under this contract shall not exceed the United States dollars authorized.

Costs Requiring Advance Approval: Costs requiring advance approval by the Contracting Officer, which are not set forth in the Contract Schedule shall be identified by the Contracting Officer’s Authorization (COA) Number as a separate expenditure category on the payment request. In addition, the Contractor shall show any cost limitation or ceiling set forth in the Contract Schedule, i.e. an Advance Understanding, as a separate expenditure category on the payment request.

Invoice/Financing Request Identification: Identify each payment as either:

(a)

Interim Invoice/Contract Financing Request: These are interim payment requests submitted during the contract performance period.

(b)

Completion Invoice: Submit the completion invoice promptly upon completion of the work, but no later than one year from the contract completion date, or within 120 days after settlement of the final indirect cost rates covering the year in which the contract is physically complete (whichever date is later). The Contractor shall submit the completion invoice when all costs have been assigned to the contract and all performance provisions have been completed.

(c)

Final Invoice: A final invoice may be required after the amounts owed have been settled between the Government and the Contractor (e.g., resolution of all suspensions and audit exceptions).

Attachment 3

Preparation and Itemization of the Invoice/Financing Request:

The Contractor shall furnish the information set forth in the instructions below. The instructions are keyed to the entries on the Sample Invoice/Financing Request. All information must be legible or the invoice will be considered improper and returned to the Contractor.

(a)

Designated Billing Office Name and Address: Enter the designated billing office name and address, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(b)

(c)

Invoice/Financing Request Number: Identify each payment request by a unique invoice number, which can only be used one time regardless of the number of contracts or orders held by an organization. For example, if a contractor has already submitted invoice number 05 on one of its contracts or orders, it cannot use that same invoice number on any other contract or order. Payment requests with duplicate invoice numbers will be considered improper and returned to the contractor.

(d)

Date Invoice/Financing Request Prepared: Insert the date the payment request is prepared.

(e)

Contract Number and Order Number (if applicable): Insert the contract number and order number (as applicable).

(f)

Contract Title: Insert the contract title exactly as it appears on the cover page of the contract and/or Section G of the Contract Schedule.

(g)

Current Contract Period of Performance: Insert the contract start date/effective date through the current completion date of the contract.

(h)

Total Estimated Cost of Contract/Order: Insert the total estimated cost of the contract, exclusive of fee. If billing under an order, insert the total estimated cost of the order, exclusive of fee. For contracts/orders with options or incremental funding provisions, enter the amount currently obligated and available for payment.

(i)

Total Fixed-Fee: Insert the total fixed-fee (where applicable). For contracts/orders with options or incremental funding provisions, enter the amount currently obligated and available for payment (where applicable). Note: If the contract provides for another type of Fee, i.e. Award or Incentive Fee, insert the amount available to be earned as identified in the contract and indicate the type of fee to be billed on the payment request.

(j)

(k)

Office of Acquisitions: Insert the name of the Office of Acquisitions, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(I)

Central Point of Distribution: Insert the Central Point of Distribution, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(m)

Billing Period: Insert the beginning and ending dates (month, day, and year) of the period in which costs were incurred and for which reimbursement is claimed.

(n)

Amount Billed - Current Period: Insert the amount claimed for the current billing period by major cost element, including any adjustments and fee. If the Contract Schedule contains separately priced line items, identify the contract line item(s) on the payment request and include a separate breakdown (by major cost element) for each line item.

(o)

Amount Billed - Cumulative: Insert the cumulative amounts claimed by major cost element, including any adjustments and fee. If the Contract Schedule contains separately priced line items, identify the contract line item(s) on the payment request and include a separate breakdown (by major cost element) for each line item.

(p)

Direct Costs: Insert the major cost elements. For each element, consider the application of the paragraph entitled “Costs Requiring Prior Approval” on page 1 of these instructions.

Direct Labor: Include salaries and wages paid (or accrued) for direct performance of the contract.

For Level of Effort contracts only, the Contractor shall provide the following information on a separate sheet of paper attached to the payment request:

hours or percentage of effort and cost by labor category (as specified in the Level of Effort Article in Section F of the Contract Schedule) for the current billing period, and

hours or percentage of effort and cost by labor category from contract inception through the current billing period. (NOTE: The Contracting Officer may require the Contractor to provide additional breakdown for direct labor, such as position title, employee name, and salary or hourly rate.)

Fringe Benefits: List any fringe benefits applicable to direct labor and billed as a direct cost. Cite the rate(s) used to calculate fringe benefit costs, if applicable.

Accountable Personal Property: Include permanent research equipment and general purpose equipment having a unit acquisition cost of $1,000 or more, with a life expectancy of more than two years, and sensitive property regardless of cost (see the HHS Contractor’s Guide for Contract of Government Property). Show permanent research equipment separate from general purpose equipment.

On a separate sheet of paper attached to the payment request, list each item for which reimbursement is requested. Precede the item with an asterisk (*) if the equipment is below the $1,000 approval level. Include reference to the following (as applicable):

item number for the specific piece of equipment listed in the Property Schedule, and,

Contracting Officer Authorization (COA) number, if the equipment is not covered by the Property Schedule.

The Contracting Officer may require the Contractor to provide further itemization of property having specific limitations set forth in the contract.

Materials and Supplies: Include equipment with unit costs of less than $1,000 or an expected service life of two years or less, and consumable material and supplies regardless of amount.

Premium Pay: List remuneration in excess of the basic hourly rate.

Consultant Fee: List fees paid to consultants. Identify consultant by name or category as set forth in the contract or COA, as well as the effort (i.e., number of hours, days, etc.) and rate billed.

Travel: Include domestic and foreign travel. Foreign travel is travel outside of the United States and its territories and possessions. However, for an organization located outside the United States and its territories and possessions, foreign travel means travel outside that country. Foreign travel must be billed separately from domestic travel.

Subcontract Costs: List subcontractor(s) by name and amount billed.

Other: List all other direct costs in total unless exceeding $1,000 in amount. If over $1,000, list cost elements and dollar amounts separately. If the contract contains restrictions on any cost element, that cost element must be listed separately.

(q)

Cost of Money (COM): Cite the COM factor and base in effect during the time the cost was incurred and for which reimbursement is claimed.

(r)

Indirect Costs: Identify the indirect cost base (IDC), indirect cost rate, and amount billed for each indirect cost category.

(s)

Fixed-Fee: Cite the formula or method of computation for fixed-fee, if applicable. The fixed-fee must be claimed as provided for by the contract. Note: If the contract provides for another type of Fee, i.e. Award or Incentive Fee, provide the same documentation for the amount claimed.

(t)

Total Amounts Claimed: Insert the total amounts claimed for the current and cumulative periods.

(u)

Adjustments: Include amounts conceded by the Contractor, outstanding suspensions, and/or disapprovals subject to appeal.

(v)

Grand Totals

(w)

Certification: The Contractor shall include the following certification at the bottom of each payment request:

“Pursuant to authority vested in me, I certify that this voucher is correct and proper for payment.”

Note: The contract may require additional certifications (See Invoice Submission Instructions in Section G of the Contract Schedule)

The Contracting Officer may require the Contractor to submit detailed support for costs claimed on one or more interim payment requests.

FINANCIAL REPORTING INSTRUCTIONS:

These instructions correspond to the Columns on the Sample Invoice/Financing Request.

Column A - Expenditure Category: Enter the expenditure categories required by the contract.

Column B - Cumulative Percentage of Effort/Hrs. Negotiated: Enter the percentage of effort or number of hours agreed to for each employee or labor category listed in Column A.

Column C - Cumulative Percentage of Effort/Hrs. Actual: Enter the percentage of effort or number of hours worked by each employee or labor category listed in Column A.

Column D - Amount Billed - Current: Enter amounts billed during the current period.

Column E - Amount Billed - Cumulative: Enter the cumulative amounts to date.

Column F - Cost at Completion: Enter data only when the Contractor estimates that a particular expenditure category will vary from the amount negotiated. Realistic estimates are essential.

Column G - Contract Amount: Enter the costs agreed to for all expenditure categories listed in Column A.

Column H - Variance (Over or Under): Show the difference between the estimated costs at completion (Column F) and negotiated costs (Column G) when entries have been made in Column F. This column need not be filled in when Column F is blank. When a line item varies by plus or minus 10 percent, i.e., the percentage arrived at by dividing Column F by Column G, an explanation of the variance should be submitted. In the case of an overrun (net negative variance), this submission shall not be deemed as notice under the Limitation of Cost Clause in the contract.

Modifications: List all new modification(s) (not previously reported) in the amount negotiated for an item in the appropriate cost category.

Expenditures Not Negotiated: An expenditure for an item for which no amount was negotiated (e.g., at the discretion of the Contractor in performance of its contract) should be listed in the appropriate cost category and all columns filled in, except for G. Column H will of course show a 100 percent variance and will be explained along with those identified under H above.

SAMPLE INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL REPORT

(a) Designated Billing Office Name and Address:

National Institutes of Health

Office of Financial Management

Commercial Accounts

2115 East Jefferson Street, Room 4B432, MSC

8500

Bethesda, MD 20892-8500

(b) Contractor’s Name, Address, Point of Contact,

TIN, and DUNS or DUNS+4 Number:

ABC CORPORATION

100 Main Street

Anywhere, U.S.A. Zip+4

Name, Title, Phone Number, and E-mail

Address of Contractor’s Point of Contact.

DUNS or DUNS+4:_____________________

TIN:______________________________________

(d) Date Invoice/Financing Request Prepared:

_________________________________

(e) Contract No. and Order No. (if applicable):

_________________________________

(f) Contract Title:

_________________________________

(g) Current Contract Period of Performance:

_________________________________

(h) Total Estimated Cost of Contract/Order:

_________________________________

(i) Total Fixed Fee (if applicable):___________

(j) Two-Way Match:____

Three-Way Match:_____

(k) Office of Acquisitions:_________________

(l) Central Point of Distribution:_____________

(m) This invoice/financing request represents reimbursable costs for the period from __________ to ________.

Cumulative %
of Effort/Hrs

Amount Billed

Expenditure Category*
A

Neg.

Actual

(n)

Current

(o)

Cum

Cost at
Comp
F

Contract

Value

Variance

(p) Direct Costs:

(1) Direct Labor

(2) Fringe Benefits __%

(3) Accountable Property

(4) Materials & Supplies

(5) Premium Pay

(6) Consultant Fees

(7) Travel

(8) Subcontracts

(9) Other

Total Direct Costs

(a) Cost of Money __%

(r) Indirect Costs ___%

(s) Fixed Fee ___%

(t) Total Amount Claimed

(u) Adjustments

(v) Grand Totals

“Pursuant to authority vested in me, I certify that this voucher is correct and proper for payment.”


(Name of Official)		(Title)

*Attach details as specified in the contract or requested by the Contracting Officer

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09-25-0200 SYSTEMS LISTING

SYSTEM NAME:

Clinical, Basic and Population-based Research Studies of the National Institutes of Health (NIH), HHS/NIH/OD.

SECURITY CLASSIFICATION:

None.

SYSTEM LOCATION:

Records are located at NIH and Contractor research facilities which collect or provide research data for this system. Contractors may include, but are not limited to: Research centers, clinics, hospitals, universities, medical schools, research institutions/foundations, national associations, commercial organizations, collaborating State and Federal Government agencies, and coordinating centers. A current list of sites, including the address of any Federal Records Center where records from this system may be stored, is available by writing to the appropriate Coordinator listed under Notification Procedure.

CATEGORIES OF INDIVIDUALS COVERED BY THE SYSTEM:

Adults and/or children who are the subjects of clinical, basic, or population-based research studies of the NIH. Individuals with disease. Individuals who are representative of the general population or of special groups including, but not limited to: normal controls, normal volunteers, family members and relatives; providers of services (e.g., health care and social work); health care professionals and educators, and demographic sub-groups as applicable, such as age, sex, ethnicity, race, occupation, geographic location; and groups exposed to real and/or hypothesized risks (e.g., exposure to biohazardous microbial agents).

CATEGORIES OF RECORDS IN THE SYSTEM:

The system contains data about individuals as relevant to a particular research study. Examples include, but are not limited to: name, study identification number, address, relevant telephone numbers, social security number (voluntary), driver’s license number, date of birth, weight, height, sex, race; medical, psychological and dental information, laboratory and diagnostic testing results; registries; social, economic and demographic data; health services utilization; insurance and hospital cost data, employers, conditions of the work environment, exposure to hazardous substances/compounds; information pertaining to stored biologic specimens (including blood, urine, tissue and genetic materials), characteristics and activities of health care providers and educators and trainers (including curricula vitae); and associated correspondence.

AUTHORITY FOR MAINTENANCE OF THE SYSTEM:

“Research and Investigation,” “Appointment and Authority of the Directors of the National Research Institutes,” “National Cancer Institute,” “National Eye Institute,” “National Heart, Lung and Blood Institute,” “National Institute on Aging,” “National Institute on Alcohol Abuse and Alcoholism,” “National Institute on Allergy and Infectious Diseases,” “National Institute of Arthritis and Musculoskeletal and Skin Diseases,” “National Institute of Child Health and Human Development,” “National Institute on Deafness and Other Communication Disorders,” “National Institute of Dental and Craniofacial Research,” “National Institute of Diabetes, and Digestive and Kidney Diseases,” “National Institute of Drug Abuse,” “National Institute of Environmental Health Sciences,” “National Institute of Mental Health,” “National Institute of Neurological Disorders and Stroke,” and the “National Human Genome Research Institute” of the Public Health Service Act. (42 U.S.C. 241,242,248,281, 282,284, 285a, 285b, 285c, 285d, 285e, 285f, 285g, 285h, 285i, 285j, 2851, 285m, 285n, 285o, 285p, 285q, 287, 287b, 287c, 289a, 289c, and 44 U.S.C. 3101.)

Attachment 5

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PURPOSE(S):

To document, track, monitor and evaluate NIH clinical, basic, and population-based research activities.

ROUTINE USES OF RECORDS MAINTAINED IN THE SYSTEM, INCLUDING CATEGORIES OF USERS AND THE PURPOSES OF SUCH USES:

1 .A re cord may be disclosed for a research purpose, when the Department: (A) has determined that the use or disclosure does not violate legal or policy limitations under which the record was provided, collected, or obtained; e.g., disclosure of alcohol or drug abuse patient records will be made only in accordance with the restrictions of confidentiality statutes and regulations 42 U.S.C. 241,42 U.S.C. 290dd-2,42 CFR Part 2, and where applicable, no disclosures will be made inconsistent with an authorization of confidentiality under 42 U.S.C. 241 and 42 CFR Part 2a; (B) has determined that the research purpose (1) cannot be reasonably accomplished unless the record is provided in individually identifiable form, and (2) warrants the risk to the privacy of the individual that additional exposure of the record might bring; (C) has required the recipient to (1) establish reasonable administrative, technical, and physical safeguards to prevent unauthorized use or disclosure of the record, (2) remove or destroy the information that identifies the individual at the earliest time at which removal or destruction can be accomplished consistent with the purpose of the research project, unless the recipient has presented adequate justification of a research or health nature for retaining such information, and (3) make no further use or disclosure of the record except (a) in emergency circumstances affecting the health or safety of any individual, (b) for use in another research project, under these same conditions, and with written authorization of the Department, (c) for disclosure to a properly identified person for the purpose of an audit related to the research project, if information that would enable research subjects to be identified is removed or destroyed at the earliest opportunity consistent with the purpose of the audit, or (d) when required by law; and (D) has secured a written statement attesting to the recipient’s understanding of, and willingness to abide by, these provisions.

2. Disclosure may be made to a Member of Congress or to a Congressional staff member in response to an inquiry of the Congressional office made at the written request of the constituent about whom the record is maintained.

3. The Department of Health and Human Services (HHS) may disclose information from this system of r ecords to the Department of Justice when: (a) The agency or any component thereof; or (b) any employee of the agency in his or her official capacity where the Department of Justice has agreed to represent the employee; or (c) the United States Government, is a party to litigation or has an interest in such litigation, and by careful review, the agency determines that the records are both relevant and necessary to the litigation and the use of such records by the Department of Justice is, therefore, deemed by the agency to be for a purpose that is compatible with the purpose for which the agency collected the records.

4. Disclosure may be made to agency contractors, grantees, experts, consultants, collaborating researchers, or volunteers who have been engaged by the agency to assist in the performance of a service related to this system of records and who need to have access to the records in order to perform the activity. Recipients shall be required to comply with the requirements of the Privacy Act of 1974, as amended, pursuant to 5 U.S.C. 552a(m).

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5. Information from this system may be disclosed to Federal agencies, State agencies (including the

Motor Vehicle Administration and State vital statistics offices, private agencies, and other third parties (such as current or prior employers, acquaintances, relatives), when necessary to obtain information on morbidity and mortality experiences and to locate individuals for follow-up studies. Social security numbers, date of birth and other identifiers may be disclosed: (1) to the National Center for Health Statistics to ascertain vital status through the National Death Index; (2) to the Health Care Financing Agency to ascertain morbidities; and (3) to the Social Security Administration to ascertain disabilities and/or location of participants. Social security numbers may also be given to other Federal agencies, and State and local agencies when necessary to locating individuals for participation in follow-up studies.

6. Medical information may be disclosed in identifiable form to tumor registries for maintenance of health statistics, e.g., for use in research studies.

7. PHS may inform the sexual and/or needle-sharing partner(s) of a subject individual who is infected with the human immunodeficiency virus (HIV) of their exposure to HIV, under the following circumstances: (1) The information has been obtained in the course of clinical activities at PHS facilities carried out by PHS personnel or contractors; (2) The PHS employee or contractor has made reasonable efforts to counsel and encourage the subject individual to provide the information to the individual’s sexual or needle-sharing partner(s); (3) The PHS employee or contractor determines that the subject individual is unlikely to provide the information to the sexual or needle-sharing partner(s) or that the provision of such information cannot reasonably be verified; and (4) The notification of the partner(s) is made, whenever possible, by the subject individual’s physician or by a professional counselor and shall follow standard counseling practices.

PHS may disclose information to State or local public health departments, to assist in the notification of the subject individual’s sexual and/or needle-sharing partner(s), or in the verification that the subject individual has notified such sexual or needle-sharing partner(s).

8. Certain disea ses and conditions, including infectious diseases, may be reported to appropriate representatives of State or Federal Government as required by State or Federal law.

9. Disclosure may be made to authorized organizations which provide health services to subject individuals or provide third-party reimbursement or fiscal intermediary functions, for the purpose of planning for or providing such services, billing or collecting third-party reimbursements.

10. The Secretary may disclose information to organizations deemed qualified to carry out quality assessment, medical audits or utilization reviews.

11. Disclosure may be made for the purpose of reporting child, elder or spousal abuse or neglect or any other type of abuse or neglect as required by State or Federal law.

POLICIES AND PRACTICES FOR STORING, RETRIEVING, ACCESSING, RETAINING, AND DISPOSING OF RECORDS IN THE SYSTEM:

STORAGE:

Records may be stored on index cards, file folders, computer tapes and disks (including optical disks), photography media, microfiche, microfilm, and audio and video tapes. For certain studies, factual data with study code numbers are stored on computer tape or disk, while the key to personal identifiers is stored separately, without factual data, in paper/computer files.

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RETRIEV ABILITY:

During data collection stages and follow-up, retrieval is by personal identifier (e.g., name, social security number, medical record or study identification number, etc.). During the data analysis stage, data are normally retrieved by the variables of interest (e.g., diagnosis, age, occupation).

SAFEGUARDS:

1. Authorized Users: Access to identifiers and to link files is strictly limited to the authorized personnel whose duties require such access. Procedures for determining authorized access to identified data are established as appropriate for each location. Personnel, including contractor personnel, who may be so authorized include those directly involved in data collection and in the design of research studies, e.g., interviewers and interviewer supervisors; project managers; and statisticians involved in designing sampling plans. Other one-time and special access by other employees is granted on a need-to-know basis as specifically authorized by the system manager. Researchers authorized to conduct research on biologic specimens will typically access the system through the use of encrypted identifiers sufficient to link individuals with records in such a manner that does not compromise confidentiality of the individual.

2. Physical Safeguards: Records are either stored in locked rooms during off-duty hours, locked file cabinets, and/or secured computer facilities. For certain studies, personal identifiers and link files are separated and stored in locked files. Computer data access is limited through the use of key words known only to authorized personnel.

3. Procedural Safeguards: Collection and maintenance of data is consistent with legislation and regulations in the protection of human subjects, informed consent, confidentiality, and confidentiality specific to drug and alcohol abuse patients where these apply. When anonymous data is provided to research scientists for analysis, study numbers which can be matched to personal identifiers will be eliminated, scrambled, or replaced by the agency or contractor with random numbers which cannot be matched. Contractors who maintain records in this system are instructed to make no further disclosure of the records. Privacy Act requirements are specifically included in contracts for survey and research activities related to this system. The OHS project directors, contract officers, and project officers oversee compliance with these requirements. Personnel having access are trained in Privacy Act requirements. Depending upon the sensitivity of the information in the record, additional safeguard measures may be employed.

4. Implementation Guidelines: These practices are in compliance with the standards of Chapter 45- 13 of the HHS General Administration Manual, “Safeguarding Records Contained in Systems of Records,” supplementary Chapter PHS hf: 45-13, and the HHS Automated Information Systems Security Program Handbook.

RETENTION AND DISPOSAL:

Records are retained and disposed of under the authority of the NIH Records Control Schedule contained in NIH Manual Chapter 1743, Appendix IB “Keeping and Destroying Records” (HHS Records Management Manual, Appendix B-361), item 3000-G-3, which allows records to be kept as long as they are useful in scientific research. Collaborative Perinatal Project records are retained in accordance with item 3000-G-4, which does not allow records to be destroyed. Refer to the NIH Manual Chapter for specific conditions on disposal or retention instructions.

SYSTEM MANAGER(S) AND ADDRESS(ES):

See Appendix I for a listing of current System Managers. This system is for use by all NIH Institutes and Centers.

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NOTIFICATION PROCEDURE:

To determine if a record exists, write to the appropriate IC Privacy Act Coordinator listed below. In cases where the requester knows specifically which System Manager to contact, he or she may contact the System Manager directly (See Appendix I). Notification requests should include: individual’s name; current address; date of birth; date, place and nature of participation in specific research study; name of individual or organization administering the research study (if known); name or description of the research study (if known); address at the time of participation; and in specific cases, a notarized statement (some highly sensitive systems require two witnesses attesting to the individual’s identity). A requester must verify his or her identity by providing either a notarization of the request or by submitting a written certification that the is who he or she claims to be and understands that the knowing and willful request for acquisition of a record pertaining to an individual under false pretenses is a criminal offense under the Act, subject to a five thousand dollar fine.

Individuals will be granted direct access to their medical records unless the System Manager determines that such access is likely to have an adverse effect (i.e., could cause harm) on the individual. In such cases when the System Manager has determined that the nature of the record information requires medical interpretation, the subject of the record shall be requested to designate, in writing, a responsible representative who will be willing to review the record and inform the subject individual of its contents at the representative’s discretion. The representative may be a physician, other health professional, or other responsible individual. In this case, the medical/dental record will be sent to the designated representative. Individuals will be informed in writing if the record is sent to the representative. This same procedure will apply in cases where a parent or guardian requests notification of, or access to, a child’s or incompetent person’s medical record. The parent or guardian must also verify (provide adequate documentation) their relationship to the child or incompetent person as well as his or her own identity to prove their relationship.

If the requester does not know which Institute or Center Privacy Act Coordinator to contact for notification purposes, he or she may contact directly the NIH Privacy Act Officer at the following address: NIH Privacy Act Officer, Office of Management Assessment, 6011 Executive Blvd., Room 601L, Rockville, MD 20852.

NIH Privacy Act Coordinators

Associate Director for Disease Prevention, Office of the Director (OD), Building 1, Room 260, 1 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, Clinical Center (CC), Building 10, Room 1N208, 10 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Center for Complementary and Alternative Medicine (NCCAM), Building 31, Room 2B11, 31 Center Drive, Bethesda, MD 20892-2182.

Privacy Act Coordinator, National Cancer Institute (NCI), Building 31, Room 10A34, 31 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Center on Minority Health and Health Disparities (NCMHD), Democracy Plaza II, Room 800, 6707 Democracy Boulevard, Bethesda, MD 20892-5465.

Privacy Act Coordinator, National Center for Research Resources (NCRR), Rockledge I, Room 5140, 6705 Rockledge Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Eye Institute (NEI), Building 31, Room 6A32, 31 Center Drive, Bethesda, MD 20892-2510.

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Privacy Act Coordinator, National Human Genome Research Institute (NHGRI), Building 10, 3C710, 10 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Heart, Lung, and Blood Institute (NHLBI), Building 31, Room 5 A3 3, 31 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute on Aging (NIA), Gateway Building 31, Room 2C234, 7201 Wisconsin Avenue, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute on Alcohol Abuse and Alcoholism (NIAAA), Willco Building, Room 400, 6000 Executive Boulevard, Bethesda, MD 20892-7003.

Privacy Act Coordinator, National Institute of Allergy and Infectious Diseases (NIAID), 6700-B Rockledge Drive, Room 2143, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute of Arthritis and Musculoskeletal and Skin Diseases (NIAMS), Natcher Building, Room 5AS49, 45 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute of Biomedical Imaging and Bioengineering (NIBIB), Building 31, Room 1B37, 31 Center Drive, Bethesda, MD 20892-2077.

Privacy Act Coordinator, National Institute of Child Health and Human Development (NICHD), Building 31, Room 2A11, 31 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, Office of Extramural Affairs, National Institute on Drug Abuse (NIDA), Neuroscience Center, 6001 Executive Boulevard, Room 3158, Bethesda, MD 20892-9547.

Privacy Act Coordinator, National Institute on Deafness and Other Communication Disorders (NIDCD), Building 31, Room 3C02, 31 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute of Dental and Craniofacial Research (NIDCR), Natcher Building, Room 4AS25, 45 Center Drive, Bethesda, MD 20892-6401.

Privacy Act Coordinator, National Institute of Diabetes and Digestive and Kidney Disease (NIDDK), Building 31, Room 9A47, 31 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute of Environmental Health Sciences (NIEHS), P.O. Box 12233, Research Triangle Park, NC 27709.

Privacy Act Coordinator, National Institute of General Medical Sciences (NIGMS), Natcher Building, Room 2AN32, 45 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute of Mental Health (NIMH), Neuroscience Center, 6001 Executive Boulevard, Room 8102, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute of Neurological Disorders and Stroke (NINDS), Building 31, Room 8A33, 31 Center Drive, Bethesda, MD 20892.

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Privacy Act Coordinator, National Institute of Nursing Research (NINR), Rockledge II, Room 710, 6701 Rockledge Drive, Bethesda, MD 20892.

RECORD ACCESS PROCEDURE:

Same as Notification Procedures. Requesters should reasonably specify the record contents being sought. An individual may also request an accounting of disclosures of his/her record, if any.

CONTESTING RECORD PROCEDURE:

Contact the appropriate official at the address specified under Notification Procedure, and reasonably identify the record, specify the information being contested, and state corrective action sought, with supporting information to show how the record is inaccurate, incomplete, untimely, or irrelevant.

RECORD SOURCE CATEGORIES:

The system contains information obtained directly from the subject individual by interview (face-to-face or telephone), written questionnaire, or by other tests, recording devices or observations, consistent with legislation and regulation regarding informed consent and protection of human subjects. Information is also obtained from other sources, including but not limited to: referring medical physicians, mental health/alcohol/drug abuse or other health care providers; hospitals; organizations providing biological specimens; relatives; guardians; schools; and clinical medical research records.

SYSTEMS EXEMPTED FROM CERTAIN PROVISIONS OF THE ACT:

None.

Appendix I: System Manager(s) and Address(es)

Associate Director for Disease Prevention, Office of the Director (OD), Building 1, Room 260, 1 Center Drive, Bethesda, MD 20892.

Computer Systems Analyst, Division of Cancer Treatment and Diagnosis, National Cancer Institute (NCI), Executive Plaza North, Room 344, 6130 Executive Boulevard, Bethesda, MD 20892.

American Burkitt’s Lymphoma Registry, Division of Cancer Etiology, National Cancer Institute (NCI), Executive Plaza North, Suite 434, 6130 Executive Boulevard, Bethesda, MD 20892.

Chief, Genetic Epidemiology Branch, Division of Cancer Epidemiology and Genetics, National Cancer Institute (NCI), Executive Plaza South, Room 7122, 6120 Executive Boulevard, Bethesda, MD 20892- 7236.

Program Director, Research Resources, Biological Carcinogenesis Branch, Division of Cancer Etiology, National Cancer Institute (NCI), Executive Plaza North, Room 540, 6130 Executive Boulevard, Bethesda, MD 20892.

Chief, Environmental Epidemiology Branch, Division of Cancer Etiology, National Cancer Institute (NCI), Executive Plaza North, Room 443,6130 Executive Boulevard, Bethesda, MD 20892.

Associate Director, Surveillance Program, Division of Cancer Prevention, National Cancer Institute (NCI), Executive Plaza North, Room 343K, 6130 Executive Boulevard, Bethesda, MD 20892.

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Head, Biostatistics and Data Management Section, Center for Cancer Research, National Cancer Institute (NCI), Building 6116, Room 702, 6116 Executive Boulevard, Bethesda, MD 20892.

Chief, Clinical Research Branch, Center for Cancer Research, Frederick Cancer Research and Development Center, National Cancer Institute (NCI), 501 W. 7th Street, Room 3, Frederick, MD 21702.

Deputy Branch Chief, Navy Hospital, NCI-Naval Medical Oncology Branch, Center for Cancer Research, National Cancer Institute (NCI), Building 8, Room 5101, Bethesda, MD 20814.

Chief, Pharmaceutical Management Branch, Cancer Therapy Evaluation Program, Division of Cancer Treatment and Diagnosis, National Cancer Institute (NCI), Executive Plaza North, Room 804, 6130 Executive Boulevard, Bethesda, MD 20892.

Director, Extramural Clinical Studies, Frederick Cancer Research and Development Center, National Cancer Institute (NCI), Fort Detrick, Frederick, MD 21702.

Clinical Operations Manager, National Eye Institute (NEI), Building 10, Room 10S224, 10 Center Drive, Bethesda, MD 20892.

Director, Division of Biometry and Epidemiology, National Eye Institute (NEI), Building 31, Room 6A52, 31 Center Drive, Bethesda, MD 20892.

Associate Director, Office of Clinical Affairs, National Heart, Lung, and Blood Institute (NHLBI), Building 10, Room 8C104, 10 Center Drive, Bethesda, MD 20892-1754.

Senior Scientific Advisor, Office of the Director, Division of Epidemiology and Clinical Applications, National Heart, Lung, and Blood Institute (NHLBI), Federal Building, Room 220, 7550 Wisconsin Avenue, Bethesda, MD 20892.

Chief Laboratory of Epidemiology, Demography and Biometry, National Institute on Aging (NIA), Gateway Building, Room 3C309, 7201 Wisconsin Avenue, Bethesda, MD 20892.

Chief, Research Resources Branch, Intramural Research Program, National Institute on Aging (NIA), 5600 Nathan Shock Drive, Baltimore, MD 21224.

Clinical Director, National Institute on Aging (NIA), 5600 Nathan Shock Drive, Baltimore, MD 21224.

Deputy Director, Division of Biometry and Epidemiology, National Institute on Alcohol Abuse and Alcoholism (NIAAA), Willco Building, Room 514, 6000 Executive Boulevard, Bethesda, MD 20892- 7003.

Deputy Director, Division of Clinical and Prevention Research, National Institute on Alcohol Abuse and Alcoholism (NIAAA), Willco Building, Room 505, 6000 Executive Boulevard, Bethesda, MD 20892-7003.

Chief, Respiratory Viruses Section, Laboratory of Infectious Diseases, National Institute of Allergy and Infectious Diseases (NIAID), Building 7, Room 106,7 Memorial Drive, Bethesda, MD 20892.

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Chief, Hepatitis Virus Section, Laboratory of Infectious Diseases, National Institute of Allergy and Infectious Diseases (NIAID), Building 7, Room 202,7 Memorial Drive, Bethesda, MD 20892.

Chief, Biometry Branch, Division of Microbiology and Infectious Diseases, National Institute of Allergy and Infectious Diseases (NIAID), 6700-B Rockledge Drive, Room 3120, Bethesda, MD 20892.

Clinical Director, National Institute of Arthritis and Musculoskeletal and Skin Diseases (NIAMS), Building 10, Room 9S205,10 Center Drive, Bethesda, MD 20892.

Chief, Contracts Management Branch, National Institute of Child Health and Human Development (NICHD), Executive Plaza North, Room 7A07, 6130 Executive Boulevard, Bethesda, MD 20892.

Director of Intramural Research, National Institute on Deafness and Other Communication Disorders (NIDCD), Building 31, Room 3C02, 31 Center Drive, Bethesda, MD 20892.

Chief, Scientific Programs Branch, National Institute on Deafness and Other Communication Disorders (NIDCD), Executive Plaza South, Room 400C, 6120 Executive Boulevard, Bethesda, MD 20892-7180.

Clinical Director, National Institute of Dental and Craniofacial Research (NIDCR), Building 10, Room INI 17,10 Center Drive, Bethesda, MD 20892-1191.

Chief, Scientific Review Branch, National Institute of Dental and Craniofacial Research (NIDCR), Building 10, Room 1N117,10 Center Drive, Bethesda, MD 20892-1191.

Research Psychologist, Gene Therapy and Therapeutics Branch, National Institute of Dental and Craniofacial Research (NIDCR), Building 10, Room 1N105,10 Center Drive, Bethesda, MD 20892- 1190.

Chief, Clinical Investigations, National Institute of Diabetes and Digestive and Kidney Diseases (NIDDK), Building 10, Room 9N222,10 Center Drive, Bethesda, MD 20892.

Chief, Phoenix Clinical Research Section, National Institute of Diabetes and Digestive and Kidney Diseases (NIDDK), Phoenix Area Indian Hospital, Room 541, 4212 North 16th Street, Phoenix, AZ 85016.

Chief, Diabetes Research Section, Division of Diabetes, Endocrinology, and Metabolic Diseases, National Institute of Diabetes and Digestive and Kidney Disease (NIDDK), Natcher Building, Room 5AN18G, 45 Center Drive, Bethesda, MD 20892-6600.

Privacy Act Coordinator, Office of Extramural Affairs, National Institute on Drug Abuse (NIDA), 6001 Executive Boulevard, Room 3158, Bethesda, MD 20892-9547.

Chief, Epidemiology Branch, National Institute of Environmental Health Sciences (NIEHS), P.O. Box 12233, Research Triangle Park, NC 27709.

Director, Intramural Research Program, National Institute of Mental Health (NIMH), Building 10, Room 4N224,10 Center Drive, Bethesda, MD 20892.

Privacy Act Coordinator, National Institute of Mental Health (NIMH), Neuroscience Center, Room 8102,6001 Executive Boulevard, Bethesda, MD 20982.

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Privacy Act Coordinator, National Institute of Neurological Disorders and Stroke (NINDS), Building 31, Room 8A33, 31 Center Drive, Bethesda, MD 20892.

Chief, Epilepsy Branch, National Institute of Neurological Disorders and Stroke (NINDS), Neuroscience Center, 6001 Executive Boulevard, Suite 2110, Bethesda, MD 20892-9523.

Assistant Director, Clinical Neurosciences Program, Division of Intramural Research, National Institute of Neurological Disorders and Stroke (NINDS), Building 10, Room 5N234,10 Center Drive, Bethesda, MD 20892.

Acting Chief, Laboratory of Central Nervous Systems Studies, Intramural Research Program, National Institute of Neurological Disorders and Stroke (NINDS), Building 36, Room 4A21, 36 Convent Drive, Bethesda, MD 20892-4123.

Clinical Director, National Human Genome Research Institute (NHGRI), Building 10, Room 10C101D, 10 Center Drive, Bethesda, MD 20892.

Deputy Director, Division of Extramural Research, National Institute of Neurological Disorders and Stroke (NINDS), Neuroscience Center, Room 3307, 6001 Executive Boulevard, Bethesda, MD 20892.

Director, Office of Clinical and Regulatory Affairs, Division of Extramural Research and Training, Democracy Plaza II, Room 401,6707 Democracy Boulevard, Bethesda, MD 20892-5475.

Privacy Act Coordinator, National Institute of Biomedical Imaging and Bioengineering (NIBIB), Building 31, Room 1B37,31 Center Drive, Bethesda, MD 20892-2077.

Privacy Act Coordinator, National Center on Minority Health and Health Disparities (NCMHD), Democracy Plaza II, Room 800, 6707 Democracy Boulevard, Bethesda, MD 20892-5465.

RESEARCH PATIENT CARE COSTS — NIH(RC)-11

(a)

Research patient care costs are the costs of routine and ancillary services provided to patients participating in research programs described in this contract.

(b)

Patient care costs shall be computed in a manner consistent with the principles and procedures used by the Medicare Program for determining the part of Medicare reimbursement based on reasonable costs. The Diagnostic Related Group (DRG) prospective reimbursement method used to determine the remaining portion of Medicare reimbursement shall not be used to determine patient care costs. Patient care rates or amounts shall be established by the Secretary of HHS or his duly authorized representative.

(c)

Prior to submitting an invoice for patient care costs under this contract, the contractor must make every reasonable effort to obtain third party payment, where third party payors (including Government agencies) are authorized or are under a legal obligation to pay all or a portion of the charges incurred under this contract for patient care.

(d)

The contractor must maintain adequate procedures to identify those research patients participating in this contract who are eligible for third party reimbursement.

(e)

Only those charges not recoverable from third party payors or patients and which are consistent with the terms and conditions of the contract are chargeable to this contract.

NIH (RC)-11, Research Patient Care Costs	Page 1 of 1

	Attachment 6

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreementto make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employeeof a Member of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action.

Identify the status of the covered Federal action.

Identify the appropriate classification of this report. If this is a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1 st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

If the organization filing the report in item 4 checks "Subawardee,"then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known.

Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.

Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001."

For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5.

10.

(a)

Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action.

(b)

Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (Ml).

11.

The certifying official shall sign and date the form, print his/her name, title, and telephone number.

According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503.

Schedule l-B

Contractor Acquired Government Property

Biological Specimen Freezer (-80)		$	12,000
(For purchase in Phase II)

Attachment 8

September 19, 2014

SBIR Funding Agreement Certification

Contract Number:

Program Director(s)/Principal Investigators) (PD(s)/PI(s)):

All small businesses that are selected for award of an SBIR funding agreement must complete this certification at the time of award and any other time set forth in the contract that is prior to performance of work under this contract. This includes checking all of the boxes and having an authorized officer of the contractor sign and date the certification each time it is requested.

Please read carefully the following certification statements. The Federal government relies on this information to determine whether the business is eligible for a Small Business Innovation Research (SBIR) Program award. A similar certification will be used to ensure continued compliance with specific program requirements during the life of the funding agreement. The definitions for the terms used in this certification are set forth in the Small Business Act, SBA regulations (13 C.F.R. Part 121), the SBIR Policy Directive and also any statutory and regulatory provisions references in those authorities.

If the Contracting Officer believes that the business may not meet certain eligibility requirements at the time of award, they are required to file a size protest with the U.S. Small Business Administration (SBA), who will determine eligibility. At that time, SBA will request further clarification and supporting documentation in order to assist in the verification of any of the information provided as part of a protest. If the Contracting Officer believes, after award, that the business is not meeting certain contract requirements, the agency may request further clarification and supporting documentation in order to assist in the verification of any of the information provided.

Even if correct information has been included in other materials submitted to the Federal government, any action taken with respect to this certification does not affect the Government’s right to pursue criminal, civil, or administrative remedies for incorrect or incomplete information given in the certification. Each person signing this certification may be prosecuted if they have provided false information.

The undersigned has reviewed, verified and certifies that (all boxes must be checked):

The business concern meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.

x Yes ¨ No

If a corporation, all corporate documents (articles of incorporation and any amendments, articles of conversion, by-laws and amendments, shareholder meeting minutes showing director elections, shareholder meeting minutes showing officer elections, organizational meeting minutes, all issued stock certificates, stock ledger, buy-sell agreements, stock transfer agreements, voting agreements, and documents relating to stock options, including the right to convert non-voting stock or debentures into voting stock) evidence that it meets the ownership and control requirements set forth in 13C.F.R. § 121.702.

x Yes ¨ No ¨ N/A Explain why N/A:

If a partnership, the partnership agreement evidences that it meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.

x Yes ¨ No ¨ N/A Explain why N/A: (LLC)

If a limited liability company, the articles of organization and any amendments, and operating agreements and amendments, evidence that it meets the ownership and control requirements set forth in 13 C.F.R. §121.702.

x Yes ¨ No ¨ N/A Explain why N/A:

The birth certificates, naturalization papers, or passports show that any individuals it relies upon to meet the eligibility requirements are U.S. citizens or permanent resident aliens in the United States.

x Yes ¨ No ¨ N/A Explain why N/A:

Attachment 10

Page 1

It has no more than 500 employees, including the employees of its affilliates.

x Yes ¨ No

SBA has not issued a size determination currently in effect finding that this business concern exceeds the 500 employee size standard.

x Yes ¨ No

During the performance of the award, the principal investigator will spend more than half of his/her time as an employee of die awardee or has requested and received a written deviation from this requirement from the Contracting Officer.

x Yes ¨ No Deviation approved in writing by Contracting Officer: %

All, essentially equivalent work, or a portion of the work proposed under this project (check the applicable line):

x Has not been submitted for funding by another Federal agency.

¨ Has been submitted for funding by another Federal agency but has not been funded under any other Federal grant, contract, subcontract, or other transaction.

¨ A portion has been funded by another grant, contract, or subcontract as described in detail in the proposal and approved in writing by the Contracting Officer.

10.

During die performance of award, it will perform die applicable percentage of work unless a deviation from this requirement is approved in writing by the Contracting Officer (check the applicable line and fill in if needed):

x SBIR Phase I: at least two-thirds (66 2/3%) of the research

x SBIR Phase II: at least half (5 0%) of die research

¨ Deviation approved in writing by the Contracting Officer %

11.

During performance of award, the research/research and development will be performed in the United States unless a deviation is approved in writing by the Contracting Officer.

x Yes ¨ No

12.

During the performance of award, the research/research and development will be performed at my facilities with my employees, except as otherwise indicated in the SBIR proposal and approved in the Notice of Award

x Yes ¨ No

13.

It has registered itself on SBA’s database as majority-owned by venture capital operating companies, hedge funds or private equity firms.

¨ Yes x No ¨ N/A Explain why N/A:

14.

It is a Covered Small Business Concern (a small business concern that: (a) was not majority-owned by multiple venture capital operating companies (VCOCs), hedge funds, or private equity firms on die data on which it submitted a proposal in response to an SBIR solicitation; and (b) on the date of the SBIR award, which is made more than 9 months after the closing date of the solicitation, is majority-owned by multiple venture capital operating companies, hedge funds, or private equity firms).

x Yes ¨ No

It will notify the Federal agency immediately if all or a portion of the work proposed is subsequentiy funded by another Federal agency.

x Yes ¨ No

Page 2

SBIR Funding Agreement Certificate

I understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and other purposes.

I am an officer of the business concern authorized to represent it and sign this certification on its behalf. By signing this certification, I am representing on my own behalf, and on behalf of the business concern that the information provided in this certification, the proposal, and all other information submitted in connection with this proposal is true and correct as of the date of submission. I acknowledge that any intentional or negligent misrepresentation of the information contained in this certification may result in criminal, civil or administrative sanctions, including but not limited to: (1) fines, restitution and/or imprisonment under 18 U.S.C. § 1001; (2) treble damages and civil penalties under the False Claims Act (31 U.S.C. § 3729 et seq); (3) double damages and civil penalties under the Program Fraud Civil Remedies Act (31 U.S.C. §380 1 et seq); (4) civil recovery of award funds; (5) suspension and/or debarment from all Federal procurement and nonprocurement transactions (FAR Subpart 9.4 or 2 C.F.R. part 180; and (6) other administrative penalties including termination of SBIR/STTR awards.

Date

9/19/2014

Signature

/s/ ANATOLY DRITSCHILO

Printed Name (First, Middle, Last)

ANATOLY DRITSCHILO

Title

CEO

Organization Name

Shuttle Pharmaceuticals, LLC

Page 3

SBIR Funding Agreement Certificate

NIH Small Business Innovation Research Program

Life Cycle Certification

All SBIR Phase I and Phase II Contractors must complete this certification at all times set forth in the funding agreement (see § 8(h) of the SBIR Policy Directive). This includes checking all of the boxes and having an authorized officer of the Contractor sign and date the certification each time it is required.

A certification is required at the following times:

For SBIR Phase I Contractors: At the time of receiving final payment or disbursement.

For SBIR Phase II Contractors: prior to receiving more than 50% of the total contract amount and prior to final payment or disbursement.

If the Contractor cannot complete this certification or cannot ensure compliance with the certification process, it should notify the Contracting Officer immediately. If resolution cannot be reached, the Contracting Officer will void or terminate the award, as appropriate.

Contract Number:

Program Director(s)/Principal Investigator(s) (PD(s)/PI(s)):

Please read carefully the following certification statements. The Federal government relies on the information to ensure compliance with specific program requirements during the life of the funding agreement. The definitions for the terms used in this certification are set forth in the Small Business Act, the SBIR Policy Directive, and also any statutory and regulatory provisions referenced in those authorities.

If the Contracting Officer believes that the business is not meeting certain funding agreement requirements, the agency may request further clarification and supporting documentation in order to assist in the verification of any of the information provided.

Even if correct information has been included in other materials submitted to the Federal government, any action taken with respect to this certification does not affect the Government’s right to pursue criminal, civil or administrative remedies for incorrect or incomplete information given in the certification. Each person signing this certification may be prosecuted if they have provided false information.

The undersigned has reviewed, verified and certifies that (all boxes must be checked):

The principal investigator spent more than one half of his/her time as an employee of the Contractor or has requested and received a written deviation from this requirement from the Contracting Officer.

¨ Yes ¨ No Deviation approved in writing by Contracting Officer:________%

All, essentially equivalent work, or a portion of the work performed under this project (check the applicable line):

¨ Has not been submitted for funding by another Federal agency.

Attachment 11

Page 1

¨ Has been submitted for funding by another Federal agency but has not been funded under any other Federal grant, contract, subcontract, or other transaction.

¨ A portion has been funded by another grant, contract, or subcontract as described in detail in the proposal and approved in writing by the Contracting Officer.

Upon completion of the contract it will have performed the applicable percentage of work, unless a deviation from this requirement is approved in writing by the Contracting Officer (check the applicable line and fill in if needed):

¨ SBIR Phase I: at least two-thirds (66 2/3%) of the research

¨ SBIR Phase II: at least half (50%) of the research

¨ Deviation approved in writing by the Contracting Officer: %

The work is completed and it has performed the applicable percentage of work, unless a deviation from this requirement is approved in writing by the Contracting Officer (check the applicable line and fill in if needed).

¨ SBIR Phase I: at least two-thirds (66 2/3%) of the research

¨ SBIR Phase II: at least half (50%) of the research

¨ Deviation approved in writing by the Contracting Officer: %

¨ N/A because work is not completed

The research/research and development is performed in the United States unless a deviation is approved in writing by the Contracting Officer.

¨ Yes ¨ No Waiver has been granted

The research/research and development is performed at my facilities with my employees, except as otherwise indicated in the SBIR proposal and approved in the contract.

¨ Yes ¨ No

¨ I will notify the Federal agency immediately if all or a portion of the work proposed is subsequently funded by another Federal agency.

¨ I understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and other purposes.

¨ I am an officer of the business concern authorized to represent it and sign this certification on its behalf. By signing this certification, I am representing on my own behalf, and on behalf of the business concern that the information provided in this certification, the proposal, and all other information submitted in connection with the award, is true and correct as of the date of submission. I acknowledge that any intentional or negligent misrepresentation of the information contained in this certification may result in criminal, civil or administrative sanctions, including but not limited to: (1) fines, restitution and/or imprisonment under 18 U.S.C. § 1001; (2) treble damages and civil penalties under the False Claims Act (31 U.S.C. § 3729 et seq.); (3) double damages and civil penalties under the Program Fraud Civil Remedies Act (31 U.S.C. §3801 et seq.); (4) civil recovery of award funds; (5) suspension and/or debarment from all Federal procurement and nonprocurement transactions (FAR Subpart 9.4 or 2 C.F.R. part 180); and (6) other administrative penalties including termination of SBIR/STTR awards.

Page 2

Date
Signature
Printed Name (First, Middle, Last)
Title
Business Name

Page 3

BEGINNING WITH THE EFFECTIVE DATE OF THIS MODIFICATION, THE GOVERNMENT AND THE CONTRACTOR MUTUALLY AGREE AS FOLLOWS:

ARTICLE B.3. OPTION FOR PHASE II subparagraph d is revised as follows:

d. If the Government exercises its option pursuant to the OPTION PROVISION Article in SECTION H of this contract, the Government’s total estimated contract amount represented by the sum of the estimated cost plus the fixed fee will be increased as follows:

	Estimated Cost($)		Fixed Fee($)		Estimated Cost Plus Fixed Fee($)
Base Period 9/19/2014 - 8/03/2015	$	181,105	$	10,866	$	191,971
Option Period: 8/04/2015 - 8/03/2017	$	1,347,280	$	80,837	$	1,428,117
Total [Base Period and Option]	$	1,528,385	$	91,703	$	1,620,088

ARTICLE B.4. ADVANCE UNDERSTANDINGS, subparagraph b., is revised as follows:

b. Subcontract

A fixed type subcontract with Rhode Island Hospital for Phase I for an amount not to exceed $65,549 for the period for the period 9/19/2014-8/03/2015.

If the Government exercises its option for Phase II pursuant to the Option Provision Article in Section H of this contract, the total estimated Subcontract amount will be increased as follows:

Option 8/04/2015-8/03/2017 - $623,269

ARTICLE F.1. PERIOD OF PERFORMANCE- is revised as follows:

a. The period of performance of this contract shall be from 09/19/2014 through 08/03/2017.

b. If the Government exercises its option pursuant to the OPTION PROVISION Article in Section H of this contract, the period of performance will be increased as listed below:

Option		Option Period
Option for Phase II		August 04, 2015 - August 03, 2017

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ARTICLE F.2. DELIVERIES-subparagraph b is revised as follows:

b. The above items shall be addressed and emailed to ncibranchbinvoices@mail.nih.gov ..The following addresses are provided for general correspondence and other deliveries:

Addressee	Deliverable Item No	Quantity
Sandra Addae, Contract Specialist National Cancer Institute Office of Acquisitions, 9609 Medical Center Drive, Room 1E632 MSC 9705 Bethesda, MD 20892-9705	1-14, 16-21	Electronically

Deepa Narayanan, COR National Cancer Institute NCI SBIR & STTR Programs, Room1W5429609 Medical Center Drive, MSC9705Bethesda, MD 20892-9705	2-12	Electronically

OPERA, OEH, NIH6705 Rockledge DriveSuite 310, MSC 7980Bethesda, Maryland 20892-7980	13-15	Electronically

ARTICLE G.3. INVOICE SUBMISSION/CONTRACT FINANCING REQUEST AND CONTRACT FINANCIAL REPORT - 2.f. and 2.h are revised as follows:

2. f. The contract period of performance is: 9/19/2014 - 08/03/2017

2. h. Contract line items as follows:

Line Item #		Line Item Description
1		Clinical Development of IPdR for Radiosensitization
2		Phase II Clinical Development of IPdR for Radiosensitization

ARTICLE I.1. GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE II CONTRACT- is deleted and replaced in its entirety.

This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically as follows: FAR Clauses at: http://www.acquisition.gov/far/ . HHSAR Clauses at: http://www.hhs.gov/policies/hhsar/subpart352.html

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a. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:

FAR CLAUSE NO.	DATE	TITLE
52.202-1	Nov 2013	Definitions (Over the Simplified Acquisition Threshold)
52.203-3	Apr 1984	Gratuities (Over the Simplified Acquisition Threshold)
52.203-5	May 2014	Covenant Against Contingent Fees (Over the Simplified Acquisition Threshold)
52.203-6	Sep 2006	Restrictions on Subcontractor Sales to the Government (Over the Simplified Acquisition Threshold)
52.203-7	May 2014	Anti-Kickback Procedures (Over the Simplified Acquisition Threshold)
52.203-8	May 2014	Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (Over the Simplified Acquisition Threshold)
52.203-10	May 2014	Price or Fee Adjustment for Illegal or Improper Activity (Over the Simplified Acquisition Threshold)
52.203-12	Oct 2010	Limitation on Payments to Influence Certain Federal Transactions (Over $150,000)
52.203-17	Apr 2014	Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights (Over the Simplified Acquisition Threshold)
52.203-99	Feb 2015	Prohibition on Contracting with Entities That Require Certain Internal Confidentiality Agreements
52.204-4	May 2011	Printed or Copied Double-Sided on Postconsumer Fiber Content Paperf(Over the Simplified Acquisition Threshold)
52.204-10	Jul 2013	Reporting Executive Compensation and First-Tier Subcontract Awards ($25,000 or more)
52.204-13	Jul 2013	System for Award Management Maintenance
52.209-6	Aug 2013	Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Over $30,000)
52.215-2	Oct 2010	Audit and Records - Negotiation [Note: Applies to ALL contracts funded in whole or in part with Recovery Act funds, regardless of dollar value, AND contracts over the Simplified Acquisition Threshold funded exclusively with non-Recovery Act funds.]
52.215-8	Oct 1997	Order of Precedence - Uniform Contract Format
52.215-10	Aug 2011	Price Reduction for Defective Certified Cost or Pricing Data (Over $700,000)
52.215-12	Oct 2010	Subcontractor Cost or Pricing Data (Over $700,000)
52.215-14	Oct 2010	Integrity of Unit Prices (Over the Simplified Acquisition Threshold)
52.215-15	Oct 2010	Pension Adjustments and Asset Reversions (Over $700,000)
52.215-18	Jul 2005	Reversion or Adjustment of Plans for Post-Retirement Benefits (PRB) other than Pensions
52.215-19	Oct 1997	Notification of Ownership Changes
52.215-21	Oct 2010	Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications
52.219-6	Jul 1996	Notice of Total Small Business Set-Aside

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FAR CLAUSE NO.	DATE	TITLE
52.219-8	Oct 2014	Utilization of Small Business Concerns (Over the Simplified Acquisition Threshold)
52.219-14	Dec 1996	Limitations on Subcontracting
52.222-3	Jun 2003	Convict Labor
52.222-21	Apr 2015	Prohibition of Segregated Facilities
52.222-26	Apr 2015	Equal Opportunity
52.222-35	Jul 2014	Equal Opportunity for Veterans ($100,000 or more)
52.222-36	Jul 2014	Equal Opportunity for Workers with Disabilities
52.222-37	Jul 2014	Employment Reports on Veterans ($100,000 or more)
52.222-40	Dec 2010	Notification of Employee Rights Under the National Labor Relations Act (Over the Simplified Acquisition Threshold)
52.222-50	Mar 2015	Combating Trafficking in Persons
52.222-54	Aug 2013	Employment Eligibility Verification (Over the Simplified Acquisition Threshold)
52.223-6	May 2001	Drug-Free Workplace
52.223-18	Aug 2011	Encouraging Contractor Policies to Ban Text Messaging While Driving
52.225-1	May 2014	Buy American - Supplies
52.225-13	Jun 2008	Restrictions on Certain Foreign Purchases
52.227-1	Dec 2007	Authorization and Consent, Alternate I (Apr 1984)
52.227-2	Dec 2007	Notice and Assistance Regarding Patent and Copyright Infringement
52.227-11	May 2014	Patent Rights - Ownership by the Contractor (Note: In accordance with FAR 27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting in (i) is annual.
52.227-20	May 2014	Rights in Data - SBIR Program
52.229-3	Feb 2013	Federal, State and Local Taxes (Over the Simplified Acquisition Threshold)
52.232-2	Apr 1984	Payments under Fixed-Price Research and Development Contracts
52.232-9	Apr 1984	Limitation on Withholding of Payments
52.232-17	May 2014	Interest (Over the Simplified Acquisition Threshold)
52.232-23	May 2014	Assignment of Claims
52.232-25	Jul 2013	Prompt Payment
52.232-33	Jul 2013	Payment by Electronic Funds Transfer-System for Award Management
52.232-39	Jun 2013	Unenforceability of Unauthorized Obligations
52.233-1	May 2014	Disputes
52.233-3	Aug 1996	Protest After Award
52.233-4	Oct 2004	Applicable Law for Breach of Contract Claim
52.242-13	Jul 1995	Bankruptcy (Over the Simplified Acquisition Threshold)
52.243-1	Aug 1987	Changes - Fixed Price, Alternate V (Apr 1984)
52.244-5	Dec 1996	Competition in Subcontracting (Over the Simplified Acquisition Threshold)
52.244-6	Apr 2015	Subcontracts for Commercial Items
52.249-2	Apr 2012	Termination for the Convenience of the Government (Fixed-Price)
52.249-9	Apr 1984	Default (Fixed-Price Research and Development)(Over the Simplified Acquisition Threshold)

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FAR

CLAUSE NO.

DATE

TITLE

52.253-1

Jan 1991

Computer Generated Forms

b. DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CFR CHAPTER 3) CLAUSES:

HHSAR CLAUSE NO.	DATE	TITLE
352.202-1	Jan 2006	Definitions
352.203-70	Mar 2012	Anti-Lobbying
352.222-70	Jan 2010	Contractor Cooperation in Equal Employment Opportunity Investigations
352.227-70	Jan 2006	Publications and Publicity
352.231-71	Jan 2001	Pricing of Adjustments
352.242-70	Jan 2006	Key Personnel
352.242-73	Jan 2006	Withholding of Contract Payments

[End of GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE II CONTRACT- Rev. 04/2015].

All other terms and conditions of this contract remain unchanged and in full force and effect.

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EX-10.8 5 s105258_ex10-8.htm EXHIBIT 10-8

Exhibit 10.8

Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

CONTRACT TABLE OF CONTENTS

PART I - THE SCHEDULE	4
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS	4
ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES	4
ARTICLE B.2. PRICES	4
ARTICLE B.3. ADVANCE UNDERSTANDINGS	4
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT	6
ARTICLE C.1. STATEMENT OF WORK	6
ARTICLE C.2. REPORTING REQUIREMENTS	6
ARTICLE C.3. INVENTION REPORTING REQUIREMENT	10
SECTION D - PACKAGING, MARKING AND SHIPPING	11
SECTION E - INSPECTION AND ACCEPTANCE	12
SECTION F - DELIVERIES OR PERFORMANCE	13
ARTICLE F.1. PERIOD OF PERFORMANCE	13
ARTICLE F.2. DELIVERIES	13
ARTICLE F.3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)	14
SECTION G - CONTRACT ADMINISTRATION DATA	15
ARTICLE G.1. CONTRACTING OFFICER'S REPRESENTATIVE (COR)	15
ARTICLE G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 2015)	15
ARTICLE G.3. INVOICE SUBMISSION	15
ARTICLE G.4. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR 52.232-40 (December 2013)	17
ARTICLE G.5. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE	17
SECTION H - SPECIAL CONTRACT REQUIREMENTS	18
ARTICLE H.1. PROTECTION OF HUMAN SUBJECTS, HHSAR 352.270-4(b) (December 2015)	18
ARTICLE H.2. HUMAN MATERIALS	18
ARTICLE H.3. HUMAN MATERIALS (ASSURANCE OF OHRP COMPLIANCE)	18
ARTICLE H.4. NIH POLICY ON ENHANCING REPRODUCIBILITY THROUGH RIGOR AND TRANSPARENCY	19
ARTICLE H.5. NIH POLICY ON ENHANCING PUBLIC ACCESS TO ARCHIVED PUBLICATIONS RESULTING FROM NIH-FUNDED RESEARCH	19
ARTICLE H.6. NEEDLE EXCHANGE, HHSAR 352.270-12 (December 2015)	19
ARTICLE H.7. ACKNOWLEDGEMENT OF FEDERAL FUNDING	19
ARTICLE H.8. CONTINUED BAN ON FUNDING ABORTION AND CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH, HHSAR 352.270-13 (December 2015)	20
ARTICLE H.9. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION	20
ARTICLE H.10. RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS	20
ARTICLE H.11. GUN CONTROL	20
ARTICLE H.12. LIMITATIONS ON SUBCONTRACTING - SBIR	20
ARTICLE H.13. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-74 (December 2015)	20
ARTICLE H.14. CONFIDENTIALITY OF INFORMATION	21
ARTICLE H.15. PUBLICATION AND PUBLICITY	22
ARTICLE H.16. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE	22

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

ARTICLE H.17. OBTAINING AND DISSEMINATING BIOMEDICAL RESEARCH RESOURCES	22
PART II - CONTRACT CLAUSES	23
SECTION I - CONTRACT CLAUSES	23
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS	27
SECTION J - LIST OF ATTACHMENTS	27
1. Statement of Work	27
2. Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2	27
3. Safety and Health	27
4. Disclosure of Lobbying Activities, SF-LLL	27
5. NIH Small Business Innovation Research (SBIR) Program Funding Agreement Certification	27
6. NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification	27
PART IV - REPRESENTATIONS AND INSTRUCTIONS	28
SECTION K - REPRESENTATIONS AND CERTIFICATIONS	28
1. Annual Representations and Certifications	28
2. Annual Representations and Certifications, FAR Clause 52.204-8	28
3. Human Subjects Assurance Identification Number	28

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

The objective of this Phase I SBIR application is to determine the technical and commercial feasibility for developing a metabolite panel predictive of clinical outcomes in patients treated with radiation therapy for prostate cancer.

ARTICLE B.2. PRICES

The total fixed price of this contract is $299,502.

Upon delivery and acceptance of the item(s) and/or service(s) specified in the DELIVERY Article in SECTION F and described in SECTION C of this contract and identified in the schedule of charges below, the Government shall pay to the Contractor the unit prices set forth below:

PAYMENT SCHEDULE

Description	Invoice #	Period Covered	Amount
PDF Kick-Off Presentation	HHSN261201600027C - 01	Month 1	$	74,876
Quarterly Report 1	HHSN261201600027C - 02	Months 1-3	$	74,876
Quarterly Report 2	HHSN261201600027C - 03	Months 4-6	$	74,876
Draft Final Report	HHSN261201600027C - 04	Effective date of contract through one month prior to completion date of contract	$	37,437
Final Report, Contract Outcomes Report, Final Presentaton, and all other contract deliverables	HHSN261201600027C - 05	Entire Period of Performance of contract	$	37,437
TOTAL FIXED PRICE			$	299,502

ARTICLE B.3. ADVANCE UNDERSTANDINGS

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.

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. HHSN261201600027C.

NCI Control No. N43CO-2016-00027.

SBIR Funding Agreement Certification

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

ARTICLE C.1. STATEMENT OF WORK

Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government as needed to perform the Statement of Work, dated 09/16/2016, set forth in SECTION J-List of Attachments, attached hereto and made a part of this contract.

ARTICLE C.2. REPORTING REQUIREMENTS

All reports required herein shall be submitted in electronic format via e-mail, as attachments, to the following designated NCI Branch Distribution Mailbox: NCIbranchbinvoices@mail.nih.gov.

Each e-mail submission shall contain only one deliverable. If the attached file for the deliverable exceeds 50 MB, the Contractor shall divide the deliverable into files of 50 MB each. All deliverables shall be limited to five file attachments or less.

The subject line of the e-mail shall read as follows: Deliverable_Contract Number_Vendor's Name_Deliverable Description_Due Date .

Technical Reports

[Note: The Contractor shall include, in any technical progress report submitted, the applicable PubMed Central (PMC) or NIH Manuscript Submission reference number when citing publications that arise from its NIH funded research.]

Kick-Off Presentation

The Contractor shall prepare and submit a kick-off presentation. Slides shall be prepared and presentation of the slides shall occur either in-person or through webinar or teleconference. The presentation shall cover the following:

Discussion of the Contractor's organization and project status, particularly changes that occurred since the proposal submission;

Contractor's recent achievements (patents, publications, sales, regulatory approvals, partnerships, awards, etc.);

Status of the field;

Status of commercial and academic competitors;

Where the proposed project is positioned against the state of the art;

Intellectual property landscape;

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

Refresher on the proposed technology/R&D;

Detailed plan for the first budget period of the contract;

Milestones (technical and commercial) to be achieved by the end of the first budget period of the contract;

Discussion of anticipated technical risks and alternative approaches;

Questions to the NCI.

Quarterly Reports

The Contractor shall submit Quarterly Reports, which shall include:

Summary of technical objectives with status of each objective clearly marked ( e.g. previously completed, completed during this reporting period, not started, etc);

Clear description of activities accomplished in the quarter;

Analysis of experimental data and presentation of selected data;

Comments regarding the timeliness of performance;

Brief explanation of objectives/activities to be pursued in the next reporting period.

This report shall generally be no longer than five (5) pages, excluding tables, figures, images and graphs used to present data.

Draft Final Report

The Contractor shall submit a Draft Final Report. The Government Contracting Officer's Representative (COR) will review and provide comments on the Draft Final Report, which the Contractor shall incorporate into a revised Final Report (- see Reporting Requirement Item 4).

The Draft Final Report shall include the following three sections:

Section 1: Summary of Salient Results

The Summary of Salient Results shall summarize in 200 words or less the salient results achieved during performance of the contract.

Section 2: Final Technical Report

The Final Technical Report shall set forth the work performed and results obtained for the entire contract period of performance. This report shall be in sufficient detail to describe comprehensively the results achieved.

Section 3: Draft Commercialization Plan

Value of the SBIR Project. Expected Outcomes, and Impact

Describe, in layperson's terms, the proposed project and its key technology objectives. State the product, process, or service to be developed in Phases II and III. Clarify the need addressed, specifying weaknesses in the current approaches to meet this need. In addition, describe the commercial applications of the research and the innovation inherent in this application. Be sure to also specify the potential societal, educational, and scientific benefits of this work. Explain the non-commercial impacts to the overall significance of the project. Explain how the SBIR contract integrates with the overall business plan of the company.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

Organization

Give a brief description of the Contractor's organization, including corporate objectives, core competencies, present size (annual sales level and number and types of employees), history of previous Federal and non-Federal funding, regulatory experience and subsequent commercialization, and any current products/services that have significant sales. Include a short description of the origins of the Contractor's organization. Indicate the Contractor's vision for the future, how the Contractor will grow/maintain a sustainable business entity, and how the Contractor will meet critical management functions as the Contractor's organization evolves from a small technology R&D business to a successful commercial entity.

Market, Customer, and Competition

Describe the market and/or market segments being targeted and provide a brief profile of the potential customer. Tell what significant advantages the Contractor's innovation will bring to the market - e.g., better performance, lower cost, faster, more efficient or effective, new capability. Explain the hurdles the Contractor will have to overcome in order to gain market/customer acceptance of the Contractor's innovation. Describe any strategic alliances, partnerships, or licensing agreements the Contractor has in place to get FDA approval (if required) and to market and sell the Contractor's product. Briefly describe the Contractor's marketing and sales strategy. Give an overview of the current competitive landscape and any potential competitors over the next several years.

Intellectual Property (IP) Protection

Describe how the Contractor is going to protect the IP that results from the Contractor's innovation. Also, note other actions the Contractor may consider taking that will constitute at least a temporal barrier to others aiming to provide a solution similar to the Contractor's.

Finance Plan

•

Letter of commitment of funding.

•

Letter of intent or evidence of negotiations to provide funding, should the Phase II project be successful and the market need still exist.

•

Letter of support for the project and/or some in-kind commitment, e.g., to test or evaluate the innovation.

•

Specific steps the Contractor is going to take to secure Phase III funding.

Production and Marketing Plan

Describe how the production of the Contractor's product/process/service will occur ( e.g., in- house manufacturing, contract manufacturing). Describe the steps the Contractor will take to market and sell the Contractor's product/process/service. For example, explain plans for licensing, Internet sales, etc.

Revenue Stream

Explain how the Contractor plans to generate a revenue stream for the Contractor's organization should this project be a success. Examples of revenue stream generation include,but are not limited to; manufacture and direct sales, sales through value added resellers or other distributors, joint venture, licensing, service. Describe how the Contractor's staffing will change to meet the Contractor's revenue expectations.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

Final Report

The Contractor shall submit a Final Report. This document shall incorporate revisions in response to the comments provided by the Government COR after review of the Draft Final Report (- see Reporting Requirements Item 3).

Contract Outcomes Report

The Contractor shall submit a Contract Outcomes Report using a fillable PDF form to be provided by the Government. The Contract Outcomes Report must be provided as a filled-in version of the PDF form provided and not as a printed or scanned copy of this document.

Final Presentation

The Contractor shall prepare and submit a final presentation. Slides shall be prepared and presentation of the slides shall occur either in-person or through webinar or teleconference. The presentation shall cover the following:

Discussion of the Contractor's organization and project status;

Contractor's achievements during the performance period (patents, publications, sales, regulatory approvals, partnerships, awards, etc.);

Detailed results of the performed research and development;

Discussion of proposed milestones and whether they were achieved during the contract performance;

Summary of submitted commercialization plan;

Discussion of the anticipated Phase II activities with emphasis on how they fit into the commercialization plan, if Contractor is interested in pursuing Phase II research;

Questions to the NCI.

Other Reports/Deliverables

Section 508 Annual Report

The contractor shall submit an annual Section 508 report in accordance with the schedule set forth in the ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY Article in SECTION H of this contract. The Section 508 Report Template and Instructions for completing the report are available at: http://www.hhs.gov/web/508/contracting/technology/vendors.html under "Vendor Information and Documents."

NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification

In accordance with the SBIR/STTR Reauthorization Act of 2011, the contractor shall complete and submit the NIH Small Business Innovation Research (SBIR) Life Cycle Certification form, located in SECTION J, of the contract to the Contracting Officer. This certification is required to ensure the contractor is meeting the program's requirements during the life cycle of the contract.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

The Life Cycle Certification form shall be submitted as follows:

•

Phase I SBIR Contractors shall submit the Certification at the time of receiving final payment or disbursement.

•

Phase II SBIR Contractors shall submit the Certification prior to receiving more than 50% of the total contract amount AND prior to final payment or disbursement.

The Contracting Officer, may, at any time after ward request further clarifications and supporting documentation in order to assist in the verification of any information provided by the contractor.

ARTICLE C.3. INVENTION REPORTING REQUIREMENT

To assist contractors in complying with invention reporting requirements of the clause, the NIH has developed "Interagency Edison," an electronic invention reporting system. Use of Interagency Edison is required as it streamlines the reporting process and greatly reduces paperwork. Access to the system is through a secure interactive Web site to ensure that all information submitted is protected. Interagency Edison and information relating to the capabilities of the system can be obtained from the Web ( http://www.iedison.gov). or by contacting the Extramural Inventions and Technology Resources Branch, OPERA, NIH.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

SECTION D - PACKAGING, MARKING AND SHIPPING

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

SECTION E - INSPECTION AND ACCEPTANCE

The Contracting Officer or the duly authorized representative will perform inspection and acceptance of materials and services to be provided.

For the purpose of this SECTION, the Contracting Officer’s Representative (COR) is the authorized representative of the Contracting Officer.

Inspection and acceptance will be performed at:

National Cancer Institute

9609 Medical Center Drive

Rockville, MD 20850

Acceptance may be presumed unless otherwise indicated in writing by the Contracting Officer or the duly authorized representative within 30 days of receipt.

This contract incorporates the following clause by reference, with the same force and effect as if it were given in full text. Upon request, the Contracting Officer will make its full text available.

FAR Clause 52.246-9, Inspection of Research and Development (Short Form) (April 1984).

FAR Clause 52.246-16, Responsibility for Supplies (April 1984).

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1. PERIOD OF PERFORMANCE

The period of performance of this contract shall be from 09/19/2106 through 09/18/2017.

ARTICLE F.2. DELIVERIES

Item	Description	Delivery Schedule
(1)	SBIR Funding Agreement Certification	Due at time of award, prior to performance of any work under this contract.
(2)	Kick-Off Presentation	Due on or before 30 calendar days following the effective date of the contract.
(3)	Quarterly Report One	Due on or before 15 calendar days following completion of 3 full months of contract performance.
(4)	Quarterly Report Two	Due on or before 15 calendar days following completion of 6 full months of contract performance.
(5)	Draft Final Report	Due on or before 1 month prior to the contract completion date.
(6)	Final Report	Due on or before the contract completion date.
(7)	Contract Outcomes Report	Due on or before the contract completion date.
(8)	Final Presentation	Due on or before the contract completion date.
(9)	Final Invention Statement	Due on or before the contract completion date.
(10)	Invention Disclosure Report	Due on or before the contract completion date.
(11)	SBIR Program Life Cycle Certification	Due on or before the contract completion date.
(12)	Section 508 Annual Report	Due on or before the contract completion date.

The above items shall be addressed and delivered to ncibranchbinvoices@mail.nih.gov. as well as to the following addressees:

Addressee		Deliverables
Miguel Diaz		All deliverables, in electronic format.
Office of Acquisitions
miguel.diaz@nih.gov

Deepa Narayanan, PhD		All deliverables, in electronic format.
NCI SBIR & STTR Programs
narayanand@mail.nih.gov

OPERA, OEH, NIH		Items 9 and 10, in hard copy.
6705 Rockledge Drive
Suite 310, MSC 7980

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

Addressee		Deliverables
Bethesda, MD 20892-7980

ARTICLE F.3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:

52.242-15, Stop Work Order (August 1989)

Alternate I (April 1984) is not applicable to this contract.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

SECTION G - CONTRACT ADMINISTRATION DATA

ARTICLE G.1. CONTRACTING OFFICER’S REPRESENTATIVE (COR)

The following Contracting Officer's Representative (COR) will represent the Government for the purpose of this contract:

Deepa Narayanan, Ph.D.

The Government may unilaterally change its COR designation.

ARTICLE G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 2015)

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements). If the employee of the contractor is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide the maximum notice practicable under the circumstances. The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the Contracting Officer. The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.

(End of Clause)

The following individual(s) is/are considered to be essential to the work being performed hereunder:

Name		Title
Scott Grindrod, Ph.D.		Principal Investigator

ARTICLE G.3. INVOICE SUBMISSION

Invoice Instructions for NIH Fixed-Price Type Contracts, NIH(RC)-2, are attached and made part of this contract. The Contractor shall follow the attached instructions and submission procedures specified below to meet the requirements of a "proper invoice" pursuant to FAR Subpart 32.9, Prompt Payment.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

The original invoice shall be submitted to the following designated billing office:

National Institutes of Health

Office of Financial Management

Commercial Accounts

2115 East Jefferson Street, Room 4B-432, MSC 8500

Bethesda, MD 20892-8500

One courtesy copy of the original invoice shall be submitted electronically as follows:

The Contractor shall scan the original payment request (invoice) in Adobe Portable Document Format (PDF) along with the necessary supporting documentation as one single attachment.

Save the single attachment (scanned invoice along with any supporting documentation) in the following format: YourVendorName_Invoice number (e.g., if you are submitting Invoice 123456, save the single attachment as "Contractor Name_Invoice 123456").

[Note: Please do not use special characters (such as #, $, %, *, &, !) when saving your attachment. Only the underscore symbol (_) is permitted.]

Transmit the saved single attachment via e-mail to the appropriate branch's Central Point of Distribution. For the purpose of this contract, the Central Point of Distribution is NCI OA Branch B - ncibranchbinvoices@mail.nih.gov. Only one payment request shall be submitted per e-mail and the subject line of the e-mail shall include the Contract Number_Contract Title_Contractor's Name_unique Invoice number.

Note: The original payment request must still be submitted in hard copy and mailed to the designated billing office listed in subparagraph a., above, to meet the requirements of a "proper invoice." Also, the Contractor must certify on the payment request that the electronic courtesy copy is a duplicate of the original invoice mailed to NIH's Office of Financial Management.

In addition to the requirements specified in FAR 32.905 for a proper invoice, the Contractor shall include the following information on the face page of all payment requests:

Name of the Office of Acquisitions. The Office of Acquisitions for this contract is National Cancer Institute.

Federal Taxpayer Identification Number (TIN). If the Contractor does not have a valid TIN, it shall identify the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor's name on the face page of the contract. If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.

DUNS or DUNS+4 Number. The DUNS number must identify the Contractor's name and address exactly as stated in the contract and as registered in the Central Contractor Registration (CCR) database. If the Contractor does not have a valid DUNS number, it shall identify the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor's name on the face page of the contract. If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.

Invoice Matching Option. This contract requires a two-way match.

Unique Invoice Number. Each payment request must be identified by a unique invoice number, which can only be used one time regardless of the number of contracts or orders held by an organization.

The contract period of performance.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

The contract title.

Inquiries regarding payment of invoices shall be directed to the designated billing office, (301) 496-6452.

"I hereby certify that the salaries charged in this invoice are in compliance with HHSAR Clause 352.231-70, Salary Rate Limitation in SECTION I of the above referenced contract."

ARTICLE G.4. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR 52.232-40 (December 2013)

The acceleration of payments under this clause does not provide any new rights under the prompt Payment Act.

(End of Clause)

ARTICLE G.5. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

Contractor Performance Evaluations

A Final evaluation of Contractor performance will be prepared on this contract in accordance with FAR Subpart 42.15. The Final performance evaluation will be prepared at the time of completion of work.

The Final evaluation will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor will be permitted thirty days to review the document and to submit additional information or a rebutting statement. If agreement cannot be reached between the parties, the matter will be referred to an individual one level above the Contracting Officer, whose decision will be final.

Copies of the evaluation, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

Electronic Access to Contractor Performance Evaluations

Contractors may access evaluations through a secure Web site for review and comment at the following address:

http://www.cpars.gov

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

SECTION H - SPECIAL CONTRACT REQUIREMENTS

ARTICLE H.1. PROTECTION OF HUMAN SUBJECTS, HHSAR 352.270-4(b) (December 2015)

The Contractor agrees that the rights and welfare of human subjects involved in research under this contract shall be protected in accordance with 45 CFR part 46 and with the Contractor's current Federal-wide Assurance (FWA) on file with the Office for Human Research Protections (OHRP), Department of Health and Human Services. The Contractor further agrees to provide certification at least annually that the Institutional Review Board has reviewed and approved the procedures, which involve human subjects in accordance with 45 CFR part 46 and the Assurance of Compliance.

The Contractor shall bear full responsibility for the performance of all work and services involving the use of human subjects under this contract and shall ensure that work is conducted in a proper manner and as safely as is feasible. The parties hereto agree that the Contractor retains the right to control and direct the performance of all work under this contract. Nothing in this contract shall create an agency or employee relationship between the Government and the Contractor, or any subcontractor, agent or employee of the Contractor, or any other person, organization, institution, or group of any kind whatsoever. The Contractor agrees that it has entered into this contract and will discharge its obligations, duties, and undertakings and the work pursuant thereto, whether requiring professional judgment or otherwise, as an independent Contractor without creating liability on the part of the Government for the acts of the Contractor or its employees.

Contractors involving other agencies or institutions in activities considered to be engaged in research involving human subjects must ensure that such other agencies or institutions obtain their own FWA if they are routinely engaged in research involving human subjects or ensure that such agencies or institutions are covered by the Contractors' FWA via designation as agents of the institution or via individual investigator agreements (see OHRP Website at: http://www.hhs.gov/ohrp/policy/guidanceonalternativetofwa.pdf).

If at any time during the performance of this contract the Contractor is not in compliance with any of the requirements and or standards stated in paragraphs (a) and (b) above, the Contracting Officer may immediately suspend, in whole or in part, work and further payments under this contract until the Contractor corrects the noncompliance. The Contracting Officer may communicate the notice of suspension by telephone with confirmation in writing. If the Contractor fails to complete corrective action within the period of time designated in the Contracting Officer's written notice of suspension, the Contracting Officer may, after consultation with OHRP, terminate this contract in whole or in part.

(End of clause)

ARTICLE H.2. HUMAN MATERIALS

The acquisition and supply of all human specimen material (including fetal material) used under this contract shall be obtained by the Contractor in full compliance with applicable State and Local laws and the provisions of the Uniform Anatomical Gift Act in the United States, and no undue inducements, monetary or otherwise, will be offered to any person to influence their donation of human material.

ARTICLE H.3. HUMAN MATERIALS (ASSURANCE OF OHRP COMPLIANCE)

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

The Contractor shall provide written documentation that all human materials obtained as a result of research involving human subjects conducted under this contract, by collaborating sites, or by subcontractors identified under this contract, were obtained with prior approval by the Office for Human Research Protections (OHRP) of an Assurance to comply with the requirements of 45 CFR 46 to protect human research subjects. This restriction applies to all collaborating sites without OHRP-approved Assurances, whether domestic or foreign, and compliance must be ensured by the Contractor.

Provision by the Contractor to the Contracting Officer of a properly completed "Protection of Human Subjects Assurance Identification/IRB Certification/Declaration of Exemption", Form OMB No. 0990-0263(formerly Optional Form 310), certifying IRB review and approval of the protocol from which the human materials were obtained constitutes the written documentation required. The human subject certification can be met by submission of a self designated form, provided that it contains the information required by the "Protection of Human Subjects Assurance Identification/IRB Certification/Declaration of Exemption", Form OMB No. 0990-0263(formerly Optional Form 310).

ARTICLE H.4. NIH POLICY ON ENHANCING REPRODUCIBILITY THROUGH RIGOR AND TRANSPARENCY

Contractors shall adhere to the NIH policy of enhancing reproducibility through rigor and transparency by addressing each of the four areas of the policy in performance of the Statement of Work and in publications, as applicable:

1) Scientific Premise; 2) Scientific Rigor; 3) Consideration of Relevant Biological Variables, including Sex; and 4) Authentication of Key Biological and/or Chemical Resources. This policy applies to all NIH funded research and development, from basic through advanced clinical studies. See NIH Guide Notice, NOT-OD-15-103. "Enhancing Reproducibility through Rigor and Transparency" and NOT-OD-15-102. "Consideration of Sex as a Biological Variable in NIH-funded Research" for more information. In addition, publications are expected to follow the guidance at http:// www.nih.gov/research-training/rigor-reproducibility/principles-guidelines-reporting-preclinical-research. whether preclinical or otherwise, as appropriate. More information is available at http://grants.nih.gov/reproducibility/index.htm, including FAQs and a General Policy Overview.

ARTICLE H.5. NIH POLICY ON ENHANCING PUBLIC ACCESS TO ARCHIVED PUBLICATIONS RESULTING FROM NIH-FUNDED RESEARCH

Additional information is available at http://grants.nih.gov/grants/auide/notice-files/NOT-OD-09-071.html and http:// publicaccess.nih.gov.

ARTICLE H.6. NEEDLE EXCHANGE, HHSAR 352.270-12 (December 2015)

The Contractor shall not use any funds obligated under this contract to carry out any program of distributing sterile needles or syringes for the hypodermic injection of any illegal drug.

(End of clause)

ARTICLE H.7. ACKNOWLEDGEMENT OF FEDERAL FUNDING

The Contractor shall clearly state, when issuing statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with Federal money: (1) the percentage of the total costs of the program or project which will be financed with Federal money; (2) the dollar amount of Federal funds for the project or program; and (3) the percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

ARTICLE H.8. CONTINUED BAN ON FUNDING ABORTION AND CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH, HHSAR 352.270-13 (December 2015)

The Contractor shall not use any funds obligated under this contract for any abortion.

The Contractor shall not use any funds obligated under this contract for the following:

The creation of a human embryo or embryos for research purposes; or

Research in which a human embryo or embryos are destroyed, discarded, or knowingly subjected to risk of injury of death greater than that allowed for research on fetuses in utero under 45 CFR part 46 and Section 498(b) of the Public Health Service Act (42 U.S.C. 289g(b)).

The term "human embryo or embryos" includes any organism, not protected as a human subject under 45 CFR part 46 as of the date of the enactment of this Act, that is derived by fertilization, parthenogenesis, cloning, or any other means from one or more human gametes of human diploid cells.

The Contractor shall not use any Federal funds for the cloning of human beings.

(End of clause)

ARTICLE H.9. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION

The Contractor shall not use contract funds to disseminate information that is deliberately false or misleading.

ARTICLE H.10. RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS

The Contractor shall not use contract funds to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography.

ARTICLE H.11. GUN CONTROL

The Contractor shall not use contract funds in whole or in part, to advocate or promote gun control.

ARTICLE H.12. LIMITATIONS ON SUBCONTRACTING SBIR

The Contractor shall perform a minimum of two-thirds of the research and/or analytical effort conducted under this contract, as measured by total contract dollars. Any deviation from this requirement must be approved in writing by the Contracting Officer.

ARTICLE H.13. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-74 (December 2015)

Pursuant to Section 508 of the Rehabilitation Act of 1973(29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all electronic and information technology (EIT) supplies and services developed, acquired, or maintained under this contract or order must comply with the "Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards" set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the "Access Board") in 36 CFR part 1194. Information about Section 508 is available at http://www.hhs.gov/web/508. The complete text of Section 508 Final Provisions can be accessed at http://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-section-508-standards.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

The Section 508 accessibility standards applicable to this contract or order are identified in the Statement of Work or Specification or Performance Work Statement. The contractor must provide any necessary updates to the submitted HHS Product Assessment Template(s) at the end of each contract or order exceeding the simplified acquisition threshold (see FAR 2.101) when the contract or order duration is one year or less. If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

The Section 508 accessibility standards applicable to this contract are: None.

In the event of a modification(s) to this contract or order,which adds new EIT supplies or services or revises the type of, or specifications for, supplies or services, the Contracting Officer may require that the contractor submit a completed HHS Section 508 Product Assessment Template and any other additional information necessary to assist the Government in determining that the EIT supplies or services conform to Section 508 accessibility standards. Instructions for documenting accessibility via the HHS Section 508 Product Assessment Template may be found under Section 508 policy on the HHS Web site: ( http://www.hhs.gov/web/508). If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

If this is an Indefinite Delivery contract, a Blanket Purchase Agreement or a Basic Ordering Agreement, the task/delivery order requests that include EIT supplies or services will define the specifications and accessibility standards for the order. In those cases, the Contractor may be required to provide a completed HHS Section 508 Product Assessment Template and any other additional information necessary to assist the Government in determining that the EIT supplies or services conform to Section 508 accessibility standards. Instructions for documenting accessibility via the HHS Section 508 Product Assessment Template may be found at http:// www.hhs.gov/web/508. If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the provided documentation, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(End of clause)

ARTICLE H.14. CONFIDENTIALITY OF INFORMATION

Confidential information, as defined in paragraph (a) of this article, shall not be disclosed without the prior written consent of the individual, institution, or organization.

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Contract Number: HHSN261201600027C

NCI Control Number: N43CO-2016-00027C

Contracting Officer determinations will reflect the result of internal coordination with appropriate program and legal officials.

The provisions of paragraph (d) of this article shall not apply to conflicting or overlapping provisions in other Federal, State or local laws.

The following information is covered by this article:

All patient related information

ARTICLE H.15. PUBLICATION AND PUBLICITY

Press releases shall be considered to include the public release of information to any medium, excluding peer- reviewed scientific publications. The Contractor shall not publish a press release related to this contract without receiving prior concurrence from the Contracting Officer. The Contractor shall submit an advance copy of the press release to the Contracting Officer and Contracting Officer’s Representative (COR). Upon acknowledgment of receipt, the Contracting Officer will have five (5) working days to respond with concurrence or comments. In the event that the Contracting Officer does not communicate concurrence or comments to the Contractor within five (5) working days following acknowledgement of receipt of the press release advance copy, concurrence may be presumed.

ARTICLE H.16. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE

US Department of Health and Human Services

Office of Inspector General

ATTN: OIG HOTLINE OPERATIONS

P.O. Box 23489

Washington, D.C. 20026

ARTICLE H.17. OBTAINING AND DISSEMINATING BIOMEDICAL RESEARCH RESOURCES

Unique research resources arising from NIH-funded research are to be shared with the scientific research community. NIH provides guidance, entitled, "Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources: Final Notice," (Federal Register Notice, December 23, 1999 [64 FR 72090]), concerning the appropriate terms for disseminating and acquiring these research resources. This guidance, found at: http://www.gpo.gov/fdsys/pkg/FR-1999-12-23/pdf/99-33292.pdf is intended to help contractors ensure that the conditions they impose and accept on the transfer of research tools will facilitate further biomedical research, consistent with the requirements of the Bayh-Dole Act and NIH funding policy.

Note: For the purposes of this Article, the terms, "research tools", "research materials", and "research resources" are used interchangeably and have the same meaning.

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Contract Number : HHSN261201600027C

NCI Control Number : N43CO-2016-00027C

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

ARTICLE 1.1. GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE I CONTRACT

This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically as follows: FAR Clauses at: http://www.acquisition.gov/far/. HHSAR Clauses at: http:// www.hhs.gov/policies/hhsar/subpart352.html.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:

*FAR* *CLAUSE NO.*	*DATE*	*TITLE*
52.202-1	Nov 2013	Definitions (Over the Simplified Acquisition Threshold)
52.203-12	Oct 2010	Limitation on Payments to Influence Certain Federal Transactions (Over $150,000)
52.203-17	Apr 2014	Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights (Over the Simplified Acquisition Threshold)
52.203-99	Feb 2015	Prohibition on Contracting with Entities That Require Certain Internal Confidentiality Agreements (DEVIATION)
52.204-10	Oct 2015	Reporting Executive Compensation and First-Tier Subcontract Awards ($30,000 or more)
52.204-13	Jul 2013	System for Award Management Maintenance
52.209-6	Oct 2015	Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Over $35,000)
52.215-8	Oct 1997	Order of Precedence - Uniform Contract Format
52.219-6	Jul 1996	Notice of Total Small Business Set-Aside
52.222-3	Jun 2003	Convict Labor
52.222-21	Apr 2015	Prohibition of Segregated Facilities
52.222-26	Apr 2015	Equal Opportunity
52.222-35	Oct 2015	Equal Opportunity for Veterans ($150,000 or more)
52.222-36	Jul 2014	Equal Opportunity for Workers with Disabilities
52.222-37	Feb 2016	Employment Reports on Veterans ($150,000 or more)
52.222-50	Mar 2015	Combating Trafficking in Persons
52.222-54	Oct 2015	Employment Eligibility Verification (Over the Simplified Acquisition Threshold)
52.223-6	May 2001	Drug-Free Workplace
52.223-18	Aug 2011	Encouraging Contractor Policies to Ban Text Messaging While Driving
52.225-1	May 2014	Buy American - Supplies
52.225-13	Jun 2008	Restrictions on Certain Foreign Purchases
52.227-1	Dec 2007	Authorization and Consent, Alternate 1 (Apr 1984)
52.227-2	Dec 2007	Notice and Assistance Regarding Patent and Copyright Infringement

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Contract Number : HHSN261201600027C

NCI Control Number : N43CO-2016-00027C

*FAR* *CLAUSE NO.*	*DATE*	*TITLE*
52.227-11	May 2014	Patent Rights - Ownership by the Contractor (Note: In accordance with FAR 27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting in (i) is annual.
52.227-20	May 2014	Rights in Data - SBIR Program
52.232-9	Apr 1984	Limitation on Withholding of Payments
52.232-23	May 2014	Assignment of Claims
52.232-25	Jul 2013	Prompt Payment
52.232-33	Jul 2013	Payment by Electronic Funds Transfer-System for Award Management
52.232-39	Jun 2013	Unenforceability of Unauthorized Obligations
52.233-1	May 2014	Disputes
52.233-3	Aug 1996	Protest After Award
52.233-4	Oct 2004	Applicable Law for Breach of Contract Claim
52.243-1	Aug 1987	Changes - Fixed Price, Alternate V (Apr 1984)
52.244-6	Jun 2016	Subcontracts for Commercial Items
52.249-1	Apr 1984	Termination for the Convenience of the Government (Fixed-Price) (Short Form)
52.249-9	Apr 1984	Default (Fixed-Price Research and Development) (Over the Simplified Acquisition Threshold)
52.253-1	Jan 1991	Computer Generated Forms

b. DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CFR CHAPTER 3) CLAUSES:

*HHSAR*
*CLAUSE NO.*	*DATE*	*TITLE*
352.203-70	Dec 2015	Anti-Lobbying
352.222-70	Dec 2015	Contractor Cooperation in Equal Employment Opportunity Investigations
352.227-70	Dec 2015	Publications and Publicity
352.237-75	Dec 2015	Key Personnel

[End of GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE I CONTRACT- Rev. 08/2016].

ARTICLE I.2. AUTHORIZED SUBSTITUTION OF CLAUSES

ARTICLE 1.1. of this SECTION is hereby modified as follows:

Alternate IV (October 2010) of FAR Clause 52.215-21, Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data—Modifications (October 2010) is added.

The following clause(s) are added to this contract:

FAR Clause 52.203-3, Gratuities (April 1984)

FAR Clause 52.203-5, Covenant Against Contingent Fees (May 2014)

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Contract Number : HHSN261201600027C

NCI Control Number : N43CO-2016-00027C

FAR Clause 52.203-6, Restrictions on Subcontractor Sales to the Government (September 2006)

FAR Clause 52.203-7, Anti-Kickback Procedures (May 2014)

FAR Clause 52.203-8, Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (May 2014)

FAR Clause 52.203-10, Price or Fee Adjustment for Illegal or Improper Activity (May 2014)

FAR Clause 52.204-4, Printed or copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)

FAR Clause 52.215-2, Audit and Records Negotiation (October 2010)

FAR Clause 52.215-14, Integrity of Unit Prices (October 2010)

FAR Clause 52.219-8, Utilization of Small Business Concerns (October 2014)

FAR Clause 52.219-14, Limitations on Subcontracting (December 1996)

FAR Clause 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(December 2010)

FAR Clause 52.229-3, Federal, State and Local Taxes (February 2013)

FAR Clause 52.232-2, Payments under Fixed-Price Research and Development Contracts (April 1984)

FAR Clause 52.232-17, Interest (May 2014)

FAR Clause 52.242-13, Bankruptcy (July 1995)

FAR Clause 52.244-5, Competition in Subcontracting (December 2010)

The following clause(s) is substituted as follows:

ARTICLE 1.3. Additional Contract Clauses

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

FAR Clause 52.209-10, Prohibition on Contracting With Inverted Domestic Corporations

(November 2015).

FAR Clause 52.219-28, Post-Award Small Business Program Rerepresentation (July 2013).

DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CHAPTER 3) CLAUSES:

HHSAR Clause 352.208-70, Printing and Duplication (December 2015)

HHSAR Clause 352.223-70, Safety and Health (December 2015)

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Contract Number : HHSN261201600027C

NCI Control Number : N43CO-2016-00027C

HHSAR Clause 352.231-70, Salary Rate Limitation (December 2015)

Note: The Salary Rate Limitation is at the Executive Level II Rate.

See the following website for Executive Schedule rates of pay: https://www.opm.gov/policv-data-oversight/pav-leave/salaries-wages/.

ARTICLE I.4. ADDITIONAL FAR CONTRACT CLAUSES INCLUDED IN FULL TEXT

This contract incorporates the following clauses in full text.

THERE ARE NO APPLICABLE CLAUSES IN THIS SECTION.

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Contract Number : HHSN261201600027C

NCI Control Number : N43CO-2016-00027C

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

The following documents are attached and incorporated in this contract:

Statement of Work

Statement of Work, dated 09/16/2016, 3 pages.

Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2

Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2, (8/12), 3 pages.

https://oamp.od.nih.gov/sites/default/files/rc2_508.pdf

Safety and Health

Safety and Health, HHSAR Clause 352.223-70, (12/15), 2 pages.

https://oamp.od.nih.gov/sites/default/files/DGS/contracting-forms/Safety-Health-hhsar-1-06.pdf

Disclosure of Lobbying Activities, SF-LLL

Disclosure of Lobbying Activities, SF-LLL, dated 7/97, 2 pages.

https://www.whitehouse.gov/sites/default/files/omb/grants/sflll.pdf

NIH Small Business Innovation Research (SBIR) Program Funding Agreement Certification

NIH Small Business Innovative Research (SBIR) Program Funding Agreement Certification, 3 pages, located at: http://grants.nih.gov/grants/fundina/sbir_forms/SBIR%20Funding%20Agreement%20Certification.pdf.

NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification

NIH Small Business Innovative Research (SBIR) Program Life Cycle Certification, 3 pages, located at: http:// grants.nih.gov/grants/funding/sbir_forms/SBIR%20Life%20Cvcle%20Certification.pdf.

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Contract Number : HHSN261201600027C

NCI Control Number : N43CO-2016-00027C

PART IV - REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS AND CERTIFICATIONS

The following documents are incorporated by reference in this contract:

1. FAR Clause 52.204-19 Incorporation by Reference of Representations and Certifications (December 2014).

The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

2. NIH Representations & Certifications, dated 08/29/2016

4. Human Subjects Assurance Identification Number FWA00022203.

END of the SCHEDULE

(CONTRACT)

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Statement of Work (Phase I) Dated 09/16/2016

Contract No. HHSN261201600027C

STATEMENT OF WORK (Phase I)

TITLE:	Predictive biomarkers for prostate cancer patient sensitivity for radiation
	late effects
PRINCIPAL INVESTIGATOR(S):	Scott Grindrod, Ph.D.
PROJECT DURATION:	12 months
COMPANY:	Shuttle Pharmaceuticals, Inc.
SUBCONTRACTORS:	Georgetown University

Background Information and Objectives

Background Information

Patients treated for prostate cancer may experience treatment related late effects that adversely affect quality of life and may prove life-threatening. The objective of this Phase I SBIR application is to determine the technical and commercial feasibility of a biomarker panel predictive of radiation mediated late effects in patients treated for prostate cancer. The Contractor shall develop a metabolite signature of radiation responses in a cohort of patients undergoing stereotactic body radiation therapy (SBRT) for prostate cancer. Analysis of banked plasma samples shall be correlated with clinical outcomes to identify markers of urinary and gastrointestinal late effects for validation in a larger clinical population to be proposed in a subsequent Phase II application. The Phase II effort shall allow Shuttle Pharmaceuticals to advance its proposed commercialization plan and to raise capital to support validation clinical trials leading to FDA approval.

Patients treated with stereotactic body radiation therapy (SBRT) for prostate cancers on an IRB approved protocol have banked clinical specimens and detailed monitoring of quality of life parameters. Sub-sets of these patients have developed urinary incontinence (Ul), symptomatic urinary flare (USF), obstructed voiding symptoms/retention (UR) and radiation proctitis (RP). Shuttle has used high resolution mass spectrometry based metabolomics/lipidomic profiling to analyze this unique cohort of patient samples and propose here, to leverage our established analytical platform to advance product development and validation of a biomarker panel predictive of radiation toxicities. Metabolites in plasma from a cohort of 100 de-identified patients shall be analyzed to develop a kit supporting metabolomic analysis to serve as a biomarker panel predictive of patient susceptibility for radiation late effects.

Technical Objectives

The three technical objectives of this proposal focus on determining the feasibility for developing a metabolite panel predictive of clinical outcomes in prostate cancer patients treated with radiation therapy (SBRT). In Objective 1, the Contractor shall use technology in the Waters Center of Excellence at Georgetown University to perform metabolite analysis on de-identified, bio-banked plasma samples from 100 patients. In the first objective, untargeted metabolite profiles shall be obtained and analyzed for correlations with clinical outcomes, including cancer recurrence, urinary tract injury and rectal injury. Candidate metabolites shall be validated and a metabolite “kit” shall be designed and tested in Objective 2. Standard operating procedures (SOPs) shall be prepared and purity, stability and storage capacity shall be tested. Objective 3 is to consolidate the intellectual property (metabolite panels) within Georgetown University policies and obtain a license to develop and commercialize the biomarker panels. Submitting a final report to NIH staff documenting success in achieving the Phase I milestones shall allow preparation of a phase II application to clinically validate the biomarker panel and support commercialization efforts.

Attachment 1
Page 1 of 3

Statement of Work (Phase I) Dated 09/16/2016

Contract No. HHSN261201600027C

Objective 1. Develop a metabolite biomarker panel of radiation late effects.

Task 1.1. Perform untargeted metabolomics profiling of plasma specimens using UPLC-ESI-QTOFMS.

Milestone 1.1. Metabolite raw data on clinical samples from 100 patients

Task 1.2. Perform biostatistics analysis of raw data to identify candidate metabolite signatures.

Milestone 1.2. Metabolite signatures for cancer recurrence, urinary tract injury and rectal injury.

Task 1.3. Validate and evaluate biomarker performance using SID-MRM-MS. Identify candidate molecules for biomarker development.

Milestone 1.3. Panels of validated biomarkers that correlate to cancer recurrence, urinary injury and rectal injury (for kit development).

Objective 2. Design and test a metabolite “kit” suitable for GLP clinical application

Task 2.1. Define the operating range of the biomarker assay.

Milestone 2.1. Accuracy and precision of the assay is available for preparing standard operating procedures (SOPs).

Task 2.2. Determine the assay optimization and standardization.

Milestone 2.2. Purity, stability and storage capacity data for selected metabolites will be used in SOPs.

Task 2.3. Determine robustness of the assay.

Milestone 2.3. Assay repeatability available for the SOPs.

Objective 3. Review achieved milestones, evaluate commercialization potential and advance a Phase II SBIR application for clinical trial validation of the biomarker

Task 3.1. Disclose intellectual property to the GU Office of Technology Commercialization.

Milestone 3.1. Provisional patent application submission.

Task 3.2. Prepare and submit the final report of Phase I accomplishments.

Milestone 3.2. Written final report is accepted by NIH staff allowing submission of a Phase II application.

II.

Services to be Performed

General Requirements

The contractor shall independently perform all work and furnish all labor, materials, supplies, equipment, and services (except as otherwise specified in the contract).

All work will be monitored by the Government Project Officer identified in Section G of the contract.

Attachment 1
Page 2 of 3

Statement of Work (Phase I) Dated 09/16/2016

Contract No. HHSN261201600027C

B. Specific Requirements

Phase I Milestones and Timeline

		Months 1-3	Months 4-6	Months 7-9	Months 10-12
Objective 1		******	******
GU	Milestone 1.1. Metabolite raw data on clinical samples from 100 patients	X	X
SP/GU	Milestone 1.2. Metabolite signatures for cancer recurrence, urinary tract injury and rectal injury.		X
SP	Milestone 1.3. Panels of validated biomarkers for assay kit development.		X	X	X

Objective 2			******	******
SP	Milestone 2.1. Accuracy and precision of the assay for standard operating procedures (SOPs)		X	X
SP	Milestone 2.2. Purity, stability and storage capacity data for selected metabolites for SOPs.		X	X
SP	Milestone 2.3. Assay repeatability for SOPs.			X
Objective 3			***	******	******
SP/GU	Milestone 3.1. Provisional patent application submission.		X	X	X
SP	Milestone 3.2. Written final report is accepted by NIH staff; submit a Phase II SBIR application.			X	X

SP = Work shall be performed in Shuttle Pharmaceuticals Laboratory/ Administrative Offices

GU = Work shall be performed in Georgetown University Shared Resource Facilities

Attachment 1
Page 3 of 3

INVOICE INSTRUCTIONS FOR NIH FIXED-PRICE CONTRACTS, NIH(RC)-2

Format: Submit payment requests on Standard Form 1034, Public Voucher for Purchases and Services Other Than Personal, or the Contractor's self-generated form provided it contains all of the information prescribed herein. DO NOT include a cover letter with the payment request.

Number of Copies: Submit payment requests in the quantity specified in the Invoice Submission Instructions in Section G of the Contract Schedule.

Frequency: Submit payment requests upon delivery and acceptance of goods or services unless otherwise authorized by the Contracting Officer.

Preparation and Itemization of the Payment Request: Prepare payment requests as follows:

Note: All information must be legible or the invoice will be considered improper and returned to the Contractor.

(a)

Designated Billing Office Name and Address: Enter the designated billing office name and address, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(b)

Contractor's Name, Address, Point of Contact, TIN, and DUNS or DUNS+4 Number: Show the Contractor's name and address exactly as they appear in the contract. Any invoice identified as improper will be sent to this address. Also include the name, title, phone number, and e-mail address of the Point of Contact in case of questions. If the remittance name differs from the legal business name, both names must appear on the invoice. Provide the Contractor's Federal Taxpayer Identification Number (TIN) and Data Universal Numbering System (DUNS) or DUNS+4 number. The DUNS number must identify the Contractor's name and address exactly as stated in the contract, and as registered in the System for Acquisition Management (SAM) database.

(c)

Attachment 2

The NIH does not prescribe a particular numbering format but suggests using a job or account NIH(RC)-2 Revised 7/2013 number for each contract and order followed by a sequential invoice number (example: 8675309-05). Invoice numbers are limited to 30 characters. There are no restrictions on the use of special characters, such as colons, dashes, forward slashes, or parentheses.

(d)

Date Invoice/Voucher Prepared: Insert the date the payment request is prepared.

(e)

Contract Number and Order Number (if applicable): Insert the contract number and order number (as applicable).

(f)

Contract Title: Insert the contract title listed on the cover page of the contract and/or Section G of the Contract Schedule.

(g)

Current Contract Period of Performance: Insert the contract start date/effective date through the current completion date of the contract.

(h)

Total Fixed-Price of Contract/Order: Insert the total fixed-price of the contract/order.

(i)

(j)

Office of Acquisitions: Insert the name of the Office of Acquisitions, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(k)

Central Point of Distribution: Identify the Central Point of Distribution, as specified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(I)

Billing Period: Insert the beginning and ending dates (month, day, and year) of the period in which costs were incurred and for which reimbursement is claimed.

(m)

(n)

(o)

Attachment 2

(p)

Freight or Delivery Charges: Identify all charges for freight or express shipments, other than f.o.b. destination, as a separate line item on the invoice. (If shipped by freight or express, and charges are more than $25, attach prepaid bill.)

(q)

item number for the specific piece of equipment listed in the Property Schedule, and

Contracting Officer Authorization (COA) Number, if the equipment is not covered by the Property Schedule.

Attachment 2

Safety and Health, HHSAR 352.223-70 (January 2006)

(a)

To help ensure the protection of the life and health of all persons, and to help prevent damage to property, the Contractor shall comply with all Federal, State, and local laws and regulations applicable to the work being performed under this contract. These laws are implemented or enforced by the Environmental Protection Agency, Occupational Safety and Health Administration (OSHA) and other regulatory/enforcement agencies at the Federal, State, and local levels.

(1)

In addition, the Contractor shall comply with the following regulations when developing and implementing health and safety operating procedures and practices for both personnel and facilities involving the use or handling of hazardous materials and the conduct of research, development, or test projects:

(ii)

29 CFR 1910.1030, Bloodborne pathogens; 29 CFR 1910.1450, Occupational exposure to hazardous chemicals in laboratories; and other applicable occupational health and safety standards issued by OSHA and included in 29 CFR Part 1910.

These regulations are available at: http://www.osha.gov.

(ii)

Nuclear Regulatory Commission Standards and Regulations, pursuant to the Energy Reorganization Act of 1974 (42 U.S.C. 5801 et seq.). The Contractor may obtain copies from the U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001.

(2)

The following Government guidelines are recommended for developing and implementing health and safety operating procedures and practices for both personnel and facilities:

	(i)	Biosafety in Microbiological and Biomedical Laboratories, CDC. This publication is available at http://www.cdc.gov/OD/ohs/biosfty/bmbl4/bmb14toc.htm.

(ii)

Prudent Practices for Safety in Laboratories (1995), National Research Council, National Academy Press, 500 Fifth Street, NW., Lockbox 285, Washington, DC 20055 (ISBN 0-309-05229-7). This publication is available at http://www.nap.edu/catalog/4911.html.

(b)

Further, the Contractor shall take or cause to be taken additional safety measures as the Contracting Officer, in conjunction with the Contracting Officer's Technical Representative or other appropriate officials, determines to be reasonably necessary. If compliance with these additional safety measures results in an increase or decrease in the cost or time required for performance of any part of work under this contract, the Contracting Officer will make an equitable adjustment in accordance with the applicable "Changes" clause set forth in this contract.

(c)

Safety and Health, HHSAR 352.223-70 (January 2006)

Page 1 of 2
Attachment 3

(d)

If the Contractor fails or refuses to comply with the Federal, State or local regulatory/enforcement agency's directive(s) regarding any violation(s) and prescribed corrective action(s), the Contracting Officer may issue an order stopping all or part of the work until satisfactory corrective action (as approved by the Federal, State or local regulatory/enforcement agencies) has been taken and documented to the Contracting Officer. No part of the time lost due to any stop work order shall be subject to a claim for extension of time or costs or damages by the Contractor.

(e)

The Contractor shall insert the substance of this clause in each subcontract involving toxic substances, hazardous materials, or hazardous operations. The Contractor is responsible for the compliance of its subcontractors with the provisions of this clause.

(End of clause)

Safety and Health, HHSAR 352.223-70 (January 2006)

Page 2 of 2
Attachment 3

Page 1

Attachment 4

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLLA Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action.

Identify the status of the covered Federal action.

Enter the full name, address, city State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee,e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

If the organization filing the report in item 4 checks "Subawardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known.

10.

(a)

Enter the full name, address, city, State and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action.

(b)

Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (Ml).

11.

Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

12.

Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

13.

Check the appropriate box(es). Check all boxes that apply. If other, specify nature.

14.

Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted.

15.

Check whether or not a SF-LLLA Continuation Sheet(s) is attached.

16.

The certifying official shall sign and date the form, print his/her name, title, and telephone number.

According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503.

Page 2

Attachment 4

SBIR Funding Agreement Certification

Grant Contract Number:

Program Director(s)/Principal Investigator(s) (PD(s)/PI(s)):

Public reporting burden for this collection of information is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to: NIH, Project Clearance Branch, 6705 Rockledge Drive, MSC 7974, Bethesda, MD 20892-7974, ATTN: PRA (0925-0001). Do not return the completed form to this address.

All small businesses that are selected for award of an SBIR funding agreement must complete this certification at the time of award and any other time set forth in the Notice of Award or Contract Award that is prior to performance of work under this award. This includes checking all of the boxes and having an authorized officer of the awardee sign and date the certification each time it is requested.

If the Grants Management or Contracting Officer believes that the business may not meet certain eligibility requirements at the time of award, they are required to file a size protest with the U.S. Small Business Administration (SBA), who will determine eligibility. At that time, SBA will request further clarification and supporting documentation in order to assist in the verification of any of the information provided as part of a protest. If the Grants Management or Contracting Officer believes, after award, that the business is not meeting certain Notice of Award requirements, the agency may request further clarification and supporting documentation in order to assist in the verification of any of the information provided.

The undersigned has reviewed, verified and certifies that (all boxes must be checked):

The business concern meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.

x Yes ¨ No

x Yes ¨ No ¨ N/A Explain why N/A: (LLC)

If a partnership, the partnership agreement evidences that it meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.

x Yes ¨ No ¨ N/A Explain why N/A:

OMB No. 0925-0001 (Rev. 06/15 Approved Through 10/31/2018)

Page 1

SBIR Funding Agreement Certification
Attachment 5

x Yes ¨ No ¨ N/A Explain why N/A:

It has no more than 500 employees, including the employees of its affiliates.

x Yes ¨ No

SBA has not issued a size determination currently in effect finding that this business concern exceeds the 500 employee size standard.

x Yes ¨ No

During the performance of the award, the principal investigator will spend more than half of his/her time as an employee of the awardee or has requested and received a written deviation from this requirement from the Grants Management or Contracting Officer.

x Yes ¨ No Deviation approved in writing by Grants Management or Contracting Officer: %

All, essentially equivalent work, or a portion of the work proposed under this project (check the applicable line):

x Has not been submitted for funding by another Federal agency

¨ Has been submitted for funding by another Federal agency but has not been funded under any other Federal grant, contract, subcontract, or other transaction.

¨ A portion has been funded by another grant, contract, or subcontract as described in detail in the proposal land approved in writing by the Grants Management or Contracting Officer.

10.

During the performance of award, it will perform the applicable percentage of work unless a deviation from this requirement is approved in writing by the Grants Management or Contracting Officer (check the applicable line and fill in if needed):

x SBIR Phase I: at least two-thirds (66 2/3%) of the research

x SBIR Phase II: at least half (50%) of the research

¨ Deviation approved in writing by the Grants Management or Contracting Officer: %

11.

During performance of award, the research/research and development will be performed in the United States unless a deviation is approved in writing by the Grants Management or Contracting Officer.

x Yes ¨ No

12.

During the performance of award, the research/research and development will be performed at my facilities with my employees, except as otherwise indicated in the SBIR application and approved in the Notice of Award or Contract Award.

x Yes ¨ No

13.

lt has registered itself on SBA’s database as majority-owned by venture capital operating companies, hedge funds or private equity firms.

¨ Yes x No ¨ N/A Explain why N/A:

14.

It is a Covered Small Business Concern (a small business concern that: (a) was not majority-owned by multiple venture capital operating companies (VCOCs), hedge funds, or private equity firms on the data on which it submitted an application in response to an SBIR solicitation; and (b) on the date of the SBIR award, which is made more than 9 months after the closing date of the solicitation, is majority-owned by multiple venture capital operating companies, hedge funds, or private equity firms).

x Yes ¨ No

OMB No. 0925-0001 (Rev. 06/15 Approved Through 10/31/2018)

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SBIR Funding Agreement Certification
Attachment 5

15.

It will notify the Federal agency immediately if all or a portion of the work proposed is subsequently funded by another Federal agency.

x Yes ¨ No

I understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and other purposes.

I am an officer of the business concern authorized to represent it and sign this certification on its behalf. By signing this certification, I am representing on my own behalf, and on behalf of the business concern that the information provided in this certification, the application, and all other information submitted in connection with this application, is true and correct as of the date of submission. I acknowledge that any intentional or negligent misrepresentation of the information contained in this certification may result in criminal, civil or administrative sanctions, including but not limited to: (1) fines, restitution and/or imprisonment under 18 U.S.C. § 1001; (2) treble damages and civil penalties under the False Claims Act (31 U.S.C. § 3729 et seq); (3) double damages and civil penalties under the Program Fraud Civil Remedies Act (31 U.S.C. §3801 et seq); (4) civil recovery of award funds; (5) suspension and/or debarment from all Federal procurement and nonprocurement transactions (FAR Subpart 9.4 or 2 C.F.R. part 180; and (6) other administrative penalties including termination of SBIR/STTR awards.

Date 9/19/16

Signature /s/ Peter Dale Dritschilo

Printed Name (First, Middle, Last) Peter Dale Dritschilo

Title President/CFO

Organization Name Shuttle Pharmaceuticals, LLC

OMB No. 0925-0001 (Rev. 06/15 Approved Through 10/31/2018)

Page 3

SBIR Funding Agreement Certification
Attachment 5

HHS Small Business Innovation Research Program

Life Cycle Certification

Public reporting burden for this collection of information is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to: NIH, Project Clearance Branch, 6705 Rockledge Drive, MSC 7974, Bethesda, MD 20892-7974, ATTN: PRA (0925-0001). Do not return the completed form to this address.

All SBIR Phase I and Phase II awardees must complete this certification at all times set forth in the funding agreement (see §8(h) of the SBIR Policy Directive). This includes checking all of the boxes and having an authorized officer of the awardee sign and date the certification each time it is required. Awardees are not required to submit this certification directly to NIH but must instead complete the certification and maintain it on file in accordance with the records and retention policy in Section 8.4.2 of the NIH Grants Policy Statement or as listed in the SBIR contract solicitation or contract award.

A certification is required at the following times:

For SBIR Phase I Awardees: At the time of receiving final payment or disbursement from the Payment Management System or via contract.

For SBIR Phase II Awardees: prior to receiving more than 50% of the total award amount and prior to final payment or disbursement from the Payment Management System or via contract.

In addition, SBIR awardees indicate compliance with these certification requirements by drawing or requesting funds from the Payment Management System. If the grantee cannot complete this certification or cannot ensure compliance with the certification process, it should notify the funding agreement officer immediately. If resolution cannot be reached, the funding agreement officer will void or terminate the award, as appropriate.

Grant or Contract Number:

Program Director(s)/Principal Investigator(s) (PD(s)/PI(s)):

If the funding agreement officer believes that the business is not meeting certain funding agreement requirements, the agency may request further clarification and supporting documentation in order to assist in the verification of any of the information provided.

Even if correct information has been included in other materials submitted to the Federal government, any action taken with respect to this certification does not affect the Government’s right to pursue criminal, civil or administrative remedies for incorrect or incomplete information given in the certification. Each person signing this certification may be prosecuted if they have provided false information.

The undersigned has reviewed, verified and certifies that (all boxes must be checked):

OMB No. 0925-0002 (Rev. 06/15 Approved Through 10/31/2018)

Page 1

SBIR Life Cycle Certification
Attachment 6

The principal investigator spent more than one half of his/her time as an employee of the awardee or has requested and received a written deviation from this requirement from the funding agreement officer.

¨ Yes ¨ No Deviation approved in writing by funding agreement officer: %

All, essentially equivalent work, or a portion of the work performed under this project (check the applicable line):

¨ Has not been submitted for funding by another Federal agency.

¨ Has been submitted for funding by another Federal agency but has not been funded under any other Federal grant, contract, subcontract, or other transaction.

¨ A portion has been funded by another grant, contract, or subcontract as described in detail in the proposal and approved in writing by the funding agreement officer.

Upon completion of the award it will have performed the applicable percentage of work, unless a deviation from this requirement is approved in writing by the funding agreement officer (check the applicable line and fill in if needed):

¨ SBIR Phase I: at least two-thirds (66 2/3%) of the research

¨ SBIR Phase II: at least half (50%) of the research

¨ Deviation approved in writing by the funding agreement officer: %

The work is completed and it has performed the applicable percentage of work, unless a deviation from this requirement is approved in writing by the funding agreement officer (check the applicable line and fill in if needed).

¨ SBIR Phase I: at least two-thirds (66 2/3%) of the research

¨ SBIR Phase II: at least half (50%) of the research

¨ Deviation approved in writing by the funding agreement officer: %

¨ N/A because work is not completed

The research/research and development is performed in the United States unless a deviation is approved in writing by the funding agreement officer.

¨ Yes ¨ No ¨ Waiver has been granted

The research/research and development is performed at my facilities with my employees, except as otherwise indicated in the SBIR application and approved in the Notice of Award or Contract Award.

¨ Yes ¨ No

¨ I will notify the Federal agency immediately if all or a portion of the work proposed is subsequently funded by another Federal agency.

¨ I understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and other purposes.

¨ I am an officer of the business concern authorized to represent it and sign this certification on its behalf. By signing this certification, I am representing on my own behalf, and on behalf of the business concern that the information provided in this certification, the application, and all other information submitted in connection with the award, is true and correct as of the date of submission. I acknowledge that any intentional or negligent misrepresentation of the information contained in this certification may result in criminal, civil or administrative sanctions, including but not limited to: (1) fines, restitution and/or imprisonment under 18 U.S.C. § 1001; (2) treble damages and civil penalties under the False Claims Act (31 U.S.C. § 3729 et seq.); (3) double damages and civil penalties under the Program Fraud Civil Remedies Act (31 U.S.C. §3801 et seq.); (4) civil recovery of award funds; (5) suspension and/or debarment from all Federal procurement and nonprocurement transactions (FAR Subpart 9.4 or 2 C.F.R. part 180); and (6) other administrative penalties including termination of SBIR/STTR awards.

OMB No. 0925-0002 (Rev. 06/15 Approved Through 10/31/2018)

Page 2

SBIR Life Cycle Certification
Attachment 6

Date

Signature

Printed Name (First, Middle, Last)

Title

Business Name

OMB No. 0925-0002 (Rev. 06/15 Approved Through 10/31/2018)

Page 3

SBIR Life Cycle Certification
Attachment 6

EX-10.9 6 s105258_ex10-9.htm EXHIBIT 10-9

Exhibit 10.9

Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

CONTRACT TABLE OF CONTENTS

PART I - THE SCHEDULE	4
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS	4
ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES	4
ARTICLE B.2. PRICES	4
ARTICLE B.3. ADVANCE UNDERSTANDINGS	4
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT	5
ARTICLE C.1. STATEMENT OF WORK	5
ARTICLE C.2. REPORTING REQUIREMENTS	5
ARTICLE C.3. INVENTION REPORTING REQUIREMENT	9
SECTION D - PACKAGING, MARKING AND SHIPPING	10
SECTION E - INSPECTION AND ACCEPTANCE	10
SECTION F - DELIVERIES OR PERFORMANCE	10
ARTICLE F.1. PERIOD OF PERFORMANCE	10
ARTICLE F.2. DELIVERIES	10
ARTICLE F.3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)	11
SECTION G - CONTRACT ADMINISTRATION DATA	12
ARTICLE G.1. CONTRACTING OFFICER'S REPRESENTATIVE (COR)	12
ARTICLE G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 2015)	12
ARTICLE G.3. INVOICE SUBMISSION	12
ARTICLE G.4. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR 52.232-40 (December 2013)	14
ARTICLE G.5. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE	14
SECTION H - SPECIAL CONTRACT REQUIREMENTS	14
ARTICLE H.1. HUMAN SUBJECTS	14
ARTICLE H.2. NIH POLICY ON ENHANCING REPRODUCIBILITY THROUGH RIGOR AND TRANSPARENCY	15
ARTICLE H.3. NIH POLICY ON ENHANCING PUBLIC ACCESS TO ARCHIVED PUBLICATIONS RESULTING FROM NIH-FUNDED RESEARCH	15
ARTICLE H.4. ACKNOWLEDGEMENT OF FEDERAL FUNDING	15
ARTICLE H.5. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION	15
ARTICLE H.6. CARE OF LIVE VERTEBRATE ANIMALS, HHSAR 352.270-5(b) (December 2015)	15
ARTICLE H.7. ANIMAL WELFARE	16
ARTICLE H.8. RESTRICTION FROM USE OF LIVE VERTEBRATE ANIMALS	16
ARTICLE H.9. RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS	16
ARTICLE H.10. GUN CONTROL	16
ARTICLE H.11. LIMITATIONS ON SUBCONTRACTING - SBIR	17
ARTICLE H.12. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-74 (December 2015)	17
ARTICLE H.13. PUBLICATION AND PUBLICITY	17
ARTICLE H.14. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE	18
PART II - CONTRACT CLAUSES	19
SECTION I - CONTRACT CLAUSES	19
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS	23

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

SECTION J - LIST OF ATTACHMENTS	23
1. Statement of Work	23
2. Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2	23
3. Safety and Health	23
4. Disclosure of Lobbying Activities, SF-LLL	23
5. NIH Small Business Innovation Research (SBIR) Program Funding Agreement Certification	23
6. NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification	23
PART IV - REPRESENTATIONS AND INSTRUCTIONS	24
SECTION K - REPRESENTATIONS AND CERTIFICATIONS	24
1. Annual Representations and Certifications	24
2. Animal Welfare Assurance Number	24

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

In this Phase I project the objectives are to develop and annotate AA prostate epithelial cancer cell line with donor matched normal prostate epithelial cells and bio-banked reference prostate tissues. Also to support the feasibility of establishing 50 prostate cancer cell lines from AA men in a subsequent Phase II application, prepare written protocols for tissue collection, processing, establishment of conditionally reprogrammed cells and the reagents necessary for performing studies with these cells.

ARTICLE B.2. PRICES

The total fixed price of this contract is $224,687.

PAYMENT SCHEDULE

Description	Invoice #	Period Covered	Amount
PDF Kick-Off Presentation	HHSN261201600038C - 01	Month 1	$	50,000
Quarterly Report 1	HHSN261201600038C - 02	Months 1-3	$	50,000
Quarterly Report 2	HHSN261201600038C - 03	Months 4-6	$	50,000
Draft Final Report	HHSN261201600038C - 04	Effective date of contract through one month prior to completion date of contract	$	37,344
Final Report, Contract Outcomes Report, Final Presentation, and all other contract deliverables	HHSN261201600038C - 05	Entire Period of Performance of contract	$	37,343
TOTAL FIXED PRICE			$	224,687

ARTICLE B.3. ADVANCE UNDERSTANDINGS

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.

Establishment of Indirect Cost Rate

Fringe Benefits costs are funded at a rate of 15% of Total Direct Labor Costs; Overhead costs are funded at a rate of 39% of Total Direct Labor and Fringe Benefits Costs; G&A is funded at a rate of 12% of Total Direct Labor and Fringe Benefits Costs; however, the Contractor shall not bill or be reimbursed for indirect costs until such time as an indirect cost proposal has been submitted to the cognizant office responsible for negotiating the indirect cost rates, unless a temporary billing rate(s) has been included herein. Unless otherwise specified below, the indirect cost rate proposal shall be submitted no later than three (3) months after the date of contract award.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

Subcontract

To negotiate a fixed price type subcontract with Georgetown University for Cell and Animal-Based Models to Advance Health Disparity Research for an amount not to exceed $70,129 for the period 9/19/2016 through 6/18/2017. Award of the subcontract shall not proceed without the prior written consent of the Contracting Officer upon review of the supporting documentation required by FAR Clause 52.244-2, Subcontracts. After receiving written consent of the subcontract by the Contracting Officer, a copy of the signed, executed subcontract shall be provided to the Contracting Officer.

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. HHSN261201600038C ..

NCI Control No. N43CO-2016-00038 .

SBIR Funding Agreement Certification

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

ARTICLE C.1. STATEMENT OF WORK

Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government as needed to perform the Statement of Work, dated September 19, 2016, set forth in SECTION J-List of Attachments, attached hereto and made a part of this contract.

ARTICLE C.2. REPORTING REQUIREMENTS

All reports required herein shall be submitted in electronic format via e-mail, as attachments, to the following designated NCI Branch Distribution Mailbox: NCIbrancheinvoices@mail.nih.gov.

The subject line of the e-mail shall read as follows: Deliverable_Contract Number_Vendor's Name_Deliverable Description_Due Date.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

Technical Reports

Kick-Off Presentation

Discussion of the Contractor's organization and project status, particularly changes that occurred since the proposal submission;

Contractor's recent achievements (patents, publications, sales, regulatory approvals, partnerships, awards, etc.);

Status of the field;

Status of commercial and academic competitors;

Where the proposed project is positioned against the state of the art;

Intellectual property landscape;

Refresher on the proposed technology/R&D;

Detailed plan for the first budget period of the contract;

Milestones (technical and commercial) to be achieved by the end of the first budget period of the contract;

	j.	Discussion of anticipated technical risks and alternative approaches;

	k.	Questions to the NCI.

Quarterly Reports

The Contractor shall submit Quarterly Reports, which shall include:

Summary of technical objectives with status of each objective clearly marked ( e.g. previously completed, completed during this reporting period, not started, etc);

Clear description of activities accomplished in the quarter;

Analysis of experimental data and presentation of selected data;

Comments regarding the timeliness of performance;

Brief explanation of objectives/activities to be pursued in the next reporting period.

This report shall generally be no longer than five (5) pages, excluding tables, figures, images and graphs used to present data.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

Draft Final Report

The Draft Final Report shall include the following three sections:

Section 1: Summary of Salient Results

The Summary of Salient Results shall summarize in 200 words or less the salient results achieved during performance of the contract.

Section 2: Final Technical Report

Section 3: Draft Commercialization Plan

Value of the SBIR Project, Expected Outcomes, and Impact

Organization

Market, Customer, and Competition

Describe the market and/or market segments being targeted and provide a brief profile of the potential customer. Tell what significant advantages the Contractor's innovation will bring to the market - e.g., better performance, lower cost, faster, more efficient or effective, new capability. Explain the hurdles the Contractor will have to overcome in order to gain market/customer acceptance of the Contractor's innovation. Describe any strategic alliances, partnerships, or licensing agreements the Contractor has in place to get FDA approval (if required) and to market and sell the Contractor's product. Briefly describe the Contractor's marketing and sales strategy. Give an overview of the current competitive landscape and any potential competitors over the next several years.

Intellectual Property (IP) Protection

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

Finance Plan

Describe the necessary financing the Contractor will require to commercialize the product, process, or service, and when it will be required. Describe the Contractor's plans to raise the requisite financing to launch the Contractor's innovation into Phase Ill and begin the revenue stream. Plans for this financing stage may be demonstrated in one or more of the following ways:

•

Letter of commitment of funding.

•

Letter of intent or evidence of negotiations to provide funding, should the Phase II project be successful and the market need still exist.

•

Letter of support for the project and/or some in-kind commitment, e.g., to test or evaluate the innovation.

•

Specific steps the Contractor is going to take to secure Phase III funding.

Production and Marketing Plan

Revenue Stream

Final Report

Contract Outcomes Report

Final Presentation

Discussion of the Contractor's organization and project status;

Contractor's achievements during the performance period (patents, publications, sales, regulatory approvals, partnerships, awards, etc.);

Detailed results of the performed research and development;

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

Discussion of proposed milestones and whether they were achieved during the contract performance;

Summary of submitted commercialization plan;

Discussion of the anticipated Phase II activities with emphasis on how they fit into the commercialization plan, if Contractor is interested in pursuing Phase II research;

Questions to the NCI.

Other Reports/Deliverables

Section 508 Annual Report

NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification

The Life Cycle Certification form shall be submitted as follows:

•

Phase I SBIR Contractors shall submit the Certification at the time of receiving final payment or disbursement.

•

Phase II SBIR Contractors shall submit the Certification prior to receiving more than 50% of the total contract amount AND prior to final payment or disbursement.

The Contracting Officer, may, at any time after ward request further clarifications and supporting documentation in order to assist in the verification of any information provided by the contractor.

For additional information, see NIH Policy Notice NOT-OD-13-116, entitled, "New Program Certifications Required for SBIR and STTR Awards, " located at: http://grants.nih.gov/grants/guide/ notice-files/NOT-OD-13-116.html.

ARTICLE C.3. INVENTION REPORTING REQUIREMENT

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

To assist contractors in complying with invention reporting requirements of the clause, the NIH has developed "Interagency Edison," an electronic invention reporting system. Use of Interagency Edison is required as it streamlines the reporting process and greatly reduces paperwork. Access to the system is through a secure interactive Web site to ensure that all information submitted is protected. Interagency Edison and information relating to the capabilities of the system can be obtained from the Web ( http://www.iedison.gov), or by contacting the Extramural Inventions and Technology Resources Branch, OPERA, NIH.

SECTION D - PACKAGING, MARKING AND SHIPPING

SECTION E - INSPECTION AND ACCEPTANCE

The Contracting Officer or the duly authorized representative will perform inspection and acceptance of materials and services to be provided.

For the purpose of this SECTION, the Contracting Officer's Representative (COR) is the authorized representative of the Contracting Officer.

Inspection and acceptance will be performed at:

National Cancer Institute
9609 Medical Center Drive
Rockville, MD 20850

Acceptance may be presumed unless otherwise indicated in writing by the Contracting Officer or the duly authorized representative within 30 days of receipt.

This contract incorporates the following clause by reference, with the same force and effect as if it were given in full text. Upon request, the Contracting Officer will make its full text available.

FAR Clause 52.246-9, Inspection of Research and Development (Short Form) (April 1984).

FAR Clause 52.246-16, Responsibility for Supplies (April 1984).

SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1. PERIOD OF PERFORMANCE

The period of performance of this contract shall be from 09/19/2016 through 06/18/2017.

ARTICLE F.2. DELIVERIES

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

Item	Description	Delivery Schedule
(1)	SBIR Funding Agreement Certification	Due at time of award, prior to performance of any work under this contract.
(2)	Kick-Off Presentation	Due on or before 30 calendar days following the effective date of the contract.
(3)	Quarterly Report One	Due on or before 15 calendar days following completion of 3 full months of contract performance.
(4)	Quarterly Report Two	Due on or before 15 calendar days following completion of 6 full months of contract performance.
(5)	Draft Final Report	Due on or before 1 month prior to the contract completion date.
(6)	Final Report	Due on or before the contract completion date.
(7)	Contract Outcomes Report	Due on or before the contract completion date.
(8)	Final Presentation	Due on or before the contract completion date.
(9)	Final Invention Statement	Due on or before the contract completion date.
(10)	Invention Disclosure Report	Due on or before the contract completion date.
(11)	SBIR Program Life Cycle Certification	Due on or before the contract completion date.
(12)	Section 508 Annual Report	Due on or before the contract completion date.

The above items shall be addressed and delivered to ncibrancheinvoices@mail.nih.gov, as well as to the following addressees:

Addressee		Deliverables
Kathleen Sears		All deliverables, in electronic format.
Office of Acquisitions
searsky@mail.nih.gov
Todd Haim		All deliverables, in electronic format.
NCI SBIR & STTR Programs
Haimte@mail.nih.gov
OPERA, OEH, NIH		Items 9 and 10, in hard copy.
6705 Rockledge Drive
Suite 310, MSC 7980
Bethesda, MD 20892-7980

ARTICLE F.3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:

52.242-15, Stop Work Order (August 1989)

Alternate I (April 1984) is not applicable to this contract.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

SECTION G - CONTRACT ADMINISTRATION DATA

ARTICLE G.1. CONTRACTING OFFICER'S REPRESENTATIVE (COR)

The following Contracting Officer's Representative (COR) will represent the Government for the purpose of this contract:

Todd Haim

The Government may unilaterally change its COR designation.

ARTICLE G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 2015)

(End of Clause)

The following individual(s) is/are considered to be essential to the work being performed hereunder:

Name		Title
Dr. Johng Rhim		Principal Investigator

ARTICLE G.3. INVOICE SUBMISSION

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

The original invoice shall be submitted to the following designated billing office:

National Institutes of Health
Office of Financial Management
Commercial Accounts

2115 East Jefferson Street, Room 4B-432, MSC 8500
Bethesda, MD 20892-8500

One courtesy copy of the original invoice shall be submitted electronically as follows:

The Contractor shall scan the original payment request (invoice) in Adobe Portable Document Format (PDF) along with the necessary supporting documentation as one single attachment.

Save the single attachment (scanned invoice along with any supporting documentation) in the following format: YourVendorName_Invoice number (e.g., if you are submitting Invoice 123456, save the single attachment as "Ash Stevens_Invoice 123456") [Note: Please do not use special characters such as (#, $, %,*, &, !) when saving your attachment. Only the underscore symbol (_) is permitted.]

Transmit the saved single attachment via e-mail to the appropriate branch's Central Point of Distribution. For the purpose of this contract, the Central Point of Distribution is NCI OA Branch E - ncibrancheinvoices@mail.nih.gov. Only one payment request shall be submitted per e-mail and the subject line of the e-mail shall include the Contract Number_ Contract Title_ Contractor's Name_ unique Invoice number

(e.g, HHSN2612XXXXXC_Clinical Genetics Support_Ash Stevens_Invoice 12345) [Note: The original payment request must still be submitted in hard copy and mailed to the designated billing office listed in subparagraph a, above, to meet the requirements of a "proper invoice." Also, The Contractor must certify on the payment request that the electronic courtesy copy is a duplicate of the original invoice mailed to NIH's Office of Financial Management.]

In addition to the requirements specified in FAR 32.905 for a proper invoice, the Contractor shall include the following information on the face page of all payment requests:

Name of the Office of Acquisitions. The Office of Acquisitions for this contract is National Cancer Institute .

Federal Taxpayer Identification Number (TIN). If the Contractor does not have a valid TIN, it shall identify the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor's name on the face page of the contract. If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.

DUNS or DUNS+4 Number. The DUNS number must identify the Contractor's name and address exactly as stated in the contract and as registered in the Central Contractor Registration (CCR) database. If the Contractor does not have a valid DUNS number, it shall identify the Vendor Identification Number (VIN) on the payment request. The VIN is the number that appears after the Contractor's name on the face page of the contract. If the Contractor has neither a TIN, DUNS, or VIN, contact the Contracting Officer.

Invoice Matching Option. This contract requires a two-way match.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

Unique Invoice Number. Each payment request must be identified by a unique invoice number, which can only be used one time regardless of the number of contracts or orders held by an organization.

The contract period of performance.

The contract title.

Inquiries regarding payment of invoices shall be directed to the designated billing office, (301) 496-6452.

ARTICLE G.4. PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS, FAR 52.232-40 (December 2013)

The acceleration of payments under this clause does not provide any new rights under the prompt Payment Act.

(End of Clause)

ARTICLE G.5. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

Contractor Performance Evaluations

Copies of the evaluation, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

Electronic Access to Contractor Performance Evaluations

Contractors may access evaluations through a secure Web site for review and comment at the following address:

http://www.cpars.gov

SECTION H - SPECIAL CONTRACT REQUIREMENTS

ARTICLE H.1. HUMAN SUBJECTS

It is hereby understood and agreed that research involving human subjects shall not be conducted under this contract, and that no material developed, modified, or delivered by or to the Government under this contract, or any subsequent modification of such material, will be used by the Contractor or made available by the Contractor for use by anyone other than the Government, for experimental or therapeutic use involving humans without the prior written approval of the Contracting Officer.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

ARTICLE H.2. NIH POLICY ON ENHANCING REPRODUCIBILITY THROUGH RIGOR AND TRANSPARENCY

1) Scientific Premise; 2) Scientific Rigor; 3) Consideration of Relevant Biological Variables, including Sex; and 4) Authentication of Key Biological and/or Chemical Resources. This policy applies to all NIH funded research and development, from basic through advanced clinical studies. See NIH Guide Notice, NOT-OD-15-103, "Enhancing Reproducibility through Rigor and Transparency" and NOT-OD-15-102, "Consideration of Sex as a Biological Variable in NIH-funded Research" for more information. In addition, publications are expected to follow the guidance at http:// www.nih.gov/research-training/rigor-reproducibility/principles-guidelines-reporting-preclinical-research, whether preclinical or otherwise, as appropriate. More information is available at http://grants.nih.gov/reproducibility/index.htm, including FAQs and a General Policy Overview.

ARTICLE H.3. NIH POLICY ON ENHANCING PUBLIC ACCESS TO ARCHIVED PUBLICATIONS RESULTING FROM NIH-FUNDED RESEARCH

Additional information is available at http://grants.nih.gov/grants/guide/notice-files/NOT-OD-09-071.html and http:// publicaccess.nih.gov.

ARTICLE H.4. ACKNOWLEDGEMENT OF FEDERAL FUNDING

The Contractor shall clearly state, when issuing statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with Federal money: (1) the percentage of the total costs of the program or project which will be financed with Federal money; (2) the dollar amount of Federal funds for the project or program; and (3) the percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources.

ARTICLE H.5. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION

The Contractor shall not use contract funds to disseminate information that is deliberately false or misleading.

ARTICLE H.6. CARE OF LIVE VERTEBRATE ANIMALS, HHSAR 352.270-5(b) (December 2015)

Before undertaking performance of any contract involving animal-related activities where the species is regulated by the United Sates Department of Agriculture (USDA), the Contractor shall register with the Secretary of Agriculture of the United States in accordance with 7 U.S.C. 2136 and 9 CFR 2.25 through 2.28. The Contractor shall furnish evidence of the registration to the Contracting Officer.

The Contractor shall acquire vertebrate animals used in research from a dealer licensed by the Secretary of Agriculture under 7 U.S.C. 2133 and 9 CFR 2.1 2.11, or from a source that is exempt from licensing under those sections.

The Contractor agrees that the care, use, and intended use of any live vertebrate animals in the performance of this contract shall conform with the Public Health Service (PHS) Policy on Humane Care and Use of Laboratory Animals (PHS Policy), the current Animal Welfare Assurance (Assurance), the Guide for the Care and Use of Laboratory Animals (National Academy Press, Washington, DC) and the pertinent laws and regulations of the United States Department of Agriculture (see 7 U.S.C. 2131 et seq. and 9 CFR subchapter A, Parts 1-4). In case of conflict between standards, the more stringent standard shall govern.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

If at any time during performance of this contract, the Contracting Officer determines, in consultation with the Office of Laboratory Animal Welfare (OLAW), National Institutes of Health (NIH), that the Contractor is not in compliance with any of the requirements and standards stated in paragraphs (a) through (c) above, the Contracting Officer may immediately suspend, in whole or in part, work and further payments under this contract until the Contractor corrects the noncompliance. Notice of the suspension may be communicated by telephone and confirmed in writing. If the Contractor fails to complete corrective action within the period of time designated in the Contracting Officer's written notice of suspension, the Contracting Officer may, in consultation with OLAW, NIH, terminate this contract in whole or in part, and the Contractor's name may be removed from the list of those contractors with Animal Welfare Assurances.

Note: The Contractor may request registration of its facility and a current listing of licensed dealers from the Regional Office of the Animal and Plant Health Inspection Service (APHIS), USDA, for the region in which its research facility is located. The location of the appropriate APHIS Regional Office, as well as information concerning this program may be obtained by contacting the Animal Care Staff, USDA/APHIS, 4700 River Road, Riverdale, Maryland 20737 (Email: ace@aphis.usda.gov; Web site: ( http://www.aphis.usda.gov/wps/portal/aphis/ourfocus/animalwelfare).

(End of clause)

ARTICLE H.7. ANIMAL WELFARE

All research involving live, vertebrate animals shall be conducted in accordance with the Public Health Service Policy on Humane Care and Use of Laboratory Animals (PHS Policy). The PHS Policy can be accessed at: http://grants1.nih.gov/grants/olaw/references/phspol.htm

In addition, the research involving live vertebrate animals shall be conducted in accordance with the description set forth in the Vertebrate Animal Section (VAS) of the contractor's technical proposal, as modified in the Final Proposal Revision (FPR), dated 9/19/2016, which is incorporated by reference.

ARTICLE H.8. RESTRICTION FROM USE OF LIVE VERTEBRATE ANIMALS

UNDER GOVERNING POLICY, FEDERAL FUNDS ADMINISTERED BY THE PUBLIC HEALTH SERVICE (PHS) SHALL NOT BE EXPENDED FOR RESEARCH INVOLVING LIVE VERTEBRATE ANIMALS WITHOUT PRIOR APPROVAL BY THE OFFICE OF LABORATORY ANIMAL WELFARE (OLAW), OF [ AN ANIMAL WELFARE ASSURANCE THAT COMPLIES WITH THE PHS POLICY ON HUMANE CARE AND USE OF LABORATORY ANIMALS AND/OR A VALID INSTITUTIONAL ANIMAL CARE AND USE COMMITTEE (IACUC) APPROVAL]. THIS RESTRICTION APPLIES TO ALL PERFORMANCE SITES (e.g. COLLABORATING INSTITUTIONS, SUBCONTRACTORS, SUBGRANTEES) WITHOUT OLAW-APPROVED ASSURANCES, WHETHER DOMESTIC OR FOREIGN.

ARTICLE H.9. RESTRICTION ON PORNOGRAPHY ON COMPUTER NETWORKS

The Contractor shall not use contract funds to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography.

ARTICLE H.10. GUN CONTROL

The Contractor shall not use contract funds in whole or in part, to advocate or promote gun control.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

ARTICLE H.11. LIMITATIONS ON SUBCONTRACTING - SBIR

ARTICLE H.12. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY, HHSAR 352.239-74 (December 2015)

Pursuant to Section 508 of the Rehabilitation Act of 1973(29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all electronic and information technology (EIT) supplies and services developed, acquired, or maintained under this contract or order must comply with the "Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards'' set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the "Access Board'') in 36 CFR part 1194. Information about Section 508 is available at http://www.hhs.gov/web/508. The complete text of Section 508 Final Provisions can be accessed at http://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-section-508-standards.

The Section 508 accessibility standards applicable to this contract are: None.

(End of clause)

ARTICLE H.13. PUBLICATION AND PUBLICITY

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

ARTICLE H.14. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE

US Department of Health and Human Services

Office of Inspector General

ATTN: OIG HOTLINE OPERATIONS

P.O. Box 23489

Washington, D.C. 20026

ARTICLE H.15. ADVANCED COPIES OF PRESS RELEASES

Press releases shall be considered to include the public release of information to any medium, excluding peer- reviewed scientific publications. The Contractor shall not publish a press release related to this contract without receiving prior concurrence from the Contracting Officer (CO). The Contractor shall submit an advance copy of the press release to the Contracting Officer and Contracting Officer's Representative (COR). Upon acknowledgement of receipt, the Contracting Officer will have five (5) working days to respond with concurrence or comments. In the event that the Contracting Officer does not communicate concurrence or comments to the Contractor within five (5) working days following acknowledgement of receipt of the press release advance copy, concurrence may be presumed.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

ARTICLE I.1. GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE I CONTRACT

This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically as follows: FAR Clauses at: http://www.acquisition.gov/far/. HHSAR Clauses at: http://www.hhs.gov/policies/hhsar/subpart352.html.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:

*FAR*
*CLAUSE NO.*	*DATE*	*TITLE*
52.202- 1	Nov 2013	Definitions (Over the Simplified Acquisition Threshold)
52.203- 12	Oct 2010	Limitation on Payments to Influence Certain Federal Transactions (Over $150,000)
52.203- 17	Apr 2014	Contractor Employee Whistleblower Rights and Requirements to Inform
		Employees of Whistleblower Rights (Over the Simplified Acquisition Threshold)
52.203- 99	Feb 2015	Prohibition on Contracting with Entities That Require Certain Internal Confidentiality Agreements (DEVIATION)
52.204- 10	Oct 2015	Reporting Executive Compensation and First-Tier Subcontract Awards ($30,000 or more)
52.204- 13	Jul 2013	System for Award Management Maintenance
52.209-6	Oct 2015	Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (Over $35,000)
52.215-8	Oct 1997	Order of Precedence - Uniform Contract Format
52.219-6	Jul 1996	Notice of Total Small Business Set-Aside
52.222-3	Jun 2003	Convict Labor
52.222-21	Apr 2015	Prohibition of Segregated Facilities
52.222-26	Apr 2015	Equal Opportunity
52.222-35	Oct 2015	Equal Opportunity for Veterans ($150,000 or more)
52.222-36	Jul 2014	Equal Opportunity for Workers with Disabilities
52.222-37	Feb 2016	Employment Reports on Veterans ($150,000 or more)
52.222-50	Mar 2015	Combating Trafficking in Persons
52.222-54	Oct 2015	Employment Eligibility Verification (Over the Simplified Acquisition Threshold)
52.223-6	May 2001	Drug-Free Workplace
52.223-18	Aug 2011	Encouraging Contractor Policies to Ban Text Messaging While Driving
52.225-1	May 2014	Buy American - Supplies
52.225-13	Jun 2008	Restrictions on Certain Foreign Purchases
52.227-1	Dec 2007	Authorization and Consent, Alternate I (Apr 1984)
52.227-2	Dec 2007	Notice and Assistance Regarding Patent and Copyright Infringement

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

*FAR* *CLAUSE NO.*	*DATE*	*TITLE*
52.227-11	May 2014	Patent Rights - Ownership by the Contractor (Note: In accordance with FAR 27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting in (i) is annual.
52.227-20	May 2014	Rights in Data - SBIR Program
52.232-9	Apr 1984	Limitation on Withholding of Payments
52.232-23	May 2014	Assignment of Claims
52.232-25	Jul 2013	Prompt Payment
52.232-33	Jul 2013	Payment by Electronic Funds Transfer—System for Award Management
52.232-39	Jun 2013	Unenforceability of Unauthorized Obligations
52.233-1	May 2014	Disputes
52.233-3	Aug 1996	Protest After Award
52.233-4	Oct 2004	Applicable Law for Breach of Contract Claim
52.243-1	Aug 1987	Changes - Fixed Price, Alternate V (Apr 1984)
52.244-6	Jun 2016	Subcontracts for Commercial Items
52.249-1	Apr 1984	Termination for the Convenience of the Government (Fixed-Price) (Short Form)
52.249-9	Apr 1984	Default (Fixed-Price Research and Development)(Over the Simplified Acquisition Threshold)
52.253-1	Jan 1991	Computer Generated Forms

b. DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CFR CHAPTER 3) CLAUSES:

*HHSAR*
*CLAUSE NO.*	*DATE*	*TITLE*
352.203-70	Dec 2015	Anti-Lobbying
352.222-70	Dec 2015	Contractor Cooperation in Equal Employment Opportunity Investigations
352.227-70	Dec 2015	Publications and Publicity
352.237-75	Dec 2015	Key Personnel

[End of GENERAL CLAUSES FOR A FIXED-PRICE RESEARCH AND DEVELOPMENT SBIR PHASE I CONTRACT- Rev. 08/2016].

ARTICLE I.2. AUTHORIZED SUBSTITUTION OF CLAUSES

ARTICLE I.1. of this SECTION is hereby modified as follows:

The following clause(s) are added to this contract:

•

FAR Clause 52.203-3, Gratuities (April 1984)

•

FAR Clause 52.203-5, Covenant Against Contingent Fees (May 2014)

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

•

FAR Clause 52.203-6, Restrictions on Subcontractor Sales to the Government (September 2006)

•

FAR Clause 52.203-7, Anti-Kickback Procedures (May 2014)

•

FAR Clause 52.203-8, Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (May 2014)

•

FAR Clause 52.203-10, Price or Fee Adjustment for Illegal or Improper Activity (May 2014)

•

FAR Clause 52.204-4, Printed or copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)

•

FAR Clause 52.215-2, Audit and Records Negotiation (October 2010)

•

FAR Clause 52.215-14, Integrity of Unit Prices (October 2010)

•

FAR Clause 52.219-8, Utilization of Small Business Concerns (October 2014)

•

FAR Clause 52.219-14, Limitations on Subcontracting (December 1996)

•

FAR Clause 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (December 2010)

•

FAR Clause 52.229-3, Federal, State and Local Taxes (February 2013)

•

FAR Clause 52.232-2, Payments under Fixed-Price Research and Development Contracts (April 1984)

•

FAR Clause 52.232-17, Interest (May 2014)

•

FAR Clause 52.242-13, Bankruptcy (July 1995)

•

FAR Clause 52.244-5, Competition in Subcontracting (December 2010)

The following clause(s) is substituted as follows:

•

ARTICLE I.3. Additional Contract Clauses

This contract incorporates the following clauses by reference, with the same force and effect, as if they were given in

full text. Upon request, the Contracting Officer will make their full text available.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

FAR Clause 52.204-18 Commercial and Government Entity Code Maintenance (July 2016)

FAR Clause 52.209-10, Prohibition on Contracting With Inverted Domestic Corporations (November 2015).

FAR Clause 52.219-28, Post-Award Small Business Program Rerepresentation (July 2013).

DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CHAPTER 3) CLAUSES:

HHSAR Clause 352.208-70, Printing and Duplication (December 2015)

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

HHSAR Clause 352.223-70, Safety and Health (December 2015)

HHSAR Clause 352.231-70, Salary Rate Limitation (December 2015)

Note: The Salary Rate Limitation is at the Executive Level II Rate.

See the following website for Executive Schedule rates of pay: https://www.opm.gov/policy-data-oversight/pay-leave/salaries-wages/.

( For current year rates, click on Salaries and Wages/Executive Schedule/Rates of Pay for the Executive Schedule. For prior year rates, click on Salaries and Wages/select Another Year at the top of the page/Executive Schedule/Rates of Pay for the Executive Schedule. Rates are effective January 1 of each calendar year unless otherwise noted.)

ARTICLE I.4. ADDITIONAL FAR CONTRACT CLAUSES INCLUDED IN FULL TEXT

This contract incorporates the following clauses in full text.

THERE ARE NO APPLICABLE CLAUSES IN THIS SECTION.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

The following documents are attached and incorporated in this contract:

1. Statement of Work

Statement of Work, dated September 19, 2016, 2 pages.

2. Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2

Invoice Instructions for NIH Fixed-Price Contracts, NIH(RC)-2, (8/12), 3 pages.

3. Safety and Health

Safety and Health, HHSAR Clause 352.223-70, (12/15), 2 pages.

4. Disclosure of Lobbying Activities, SF-LLL

Disclosure of Lobbying Activities, SF-LLL, dated 7/97, 2 pages.

5. NIH Small Business Innovation Research (SBIR) Program Funding Agreement Certification

NIH Small Business Innovative Research (SBIR) Program Funding Agreement Certification, 3 pages, located at: http://grants.nih.gov/grants/funding/sbir _ forms/SBIR%20Funding%20Agreement%20Certification.pdf.

6. NIH Small Business Innovation Research (SBIR) Program Life Cycle Certification

NIH Small Business Innovative Research (SBIR) Program Life Cycle Certification, 3 pages, located at: http:// grants.nih.gov/grants/funding/sbir _ forms/SBIR%20Life%20Cycle%20Certification.pdf.

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Contract Number : HHSN261201600038C
NCI Control Number : N43CO-2016-00038

PART IV - REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS AND CERTIFICATIONS

The following documents are incorporated by reference in this contract:

FAR Clause 52.204-19 Incorporation by Reference of Representations and Certifications (December 2014).

The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

Animal Welfare Assurance Number A3282-1.

END of the SCHEDULE

(CONTRACT)

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Statement of Work (Phase I) Dated 09/19/2016
Contract No. HHSN261201600038C

STATEMENT OF WORK (Phase I)

TITLE:	Cell-Based Models for Prostate Cancer Health Disparity Research
PRINCIPAL INVESTIGATOR:	Dr. Johng Rhim
PROJECT DURATION:	9 months
COMPANY:	Shuttle Pharmaceuticals, LLC
SUBCONTRACTORS:	Georgetown University

Background Information and Objectives

Background Information

Prostate cancer health disparities studies have shown that African-American (AA) men are at higher risk for developing prostate cancer, as well as at higher risk of cancer specific death rates, as compared to Caucasian American (CA) men. The causes of disparities have been attributed to socioeconomic differences, environmental exposures and biological factors. Most disparities studies have been population based, in part, due to the lack of relevant in vitro and in vivo models to support biological studies. In this Phase I proposal, we will develop an annotated AA prostate epithelial cancer cell line with donor matched normal prostate epithelial cells and bio-banked reference prostate tissues. To support the feasibility of establishing 50 prostate cancer cell lines from AA men in a subsequent Phase II application, we will prepare written protocols for tissue collection, processing, establishment of conditionally reprogrammed cells and the reagents necessary for performing studies with these cells. We will determine commercial feasibility for cell distribution and reagent marketing through a private-public partnership.

Technical Objectives

The three technical objectives of this proposal focus on determining the feasibility for establishing paired cancer and normal epithelial cell lines from African-American patients presenting with prostate cancers. In the first objective, three previously harvested, de-identified and bio-banked prostate cells from AA patients will be grown and characterized to develop standard operating protocols and optimal media conditions. The second objective will be to optimize growth medium for use with AA cell lines. The third objective is to negotiate intellectual property (license) through Georgetown University to support commercialization of AA cell lines.

Objective 1. Grow paired cancer and normal epithelial cells from AA prostate tumors and normal biopsy specimens bio-banked on IRB protocol # 2012-163.

Task 1.1. Establish malignant and non-malignant cell lines from AA prostatectomy specimens.

Milestone 1.1. Expand and freeze 20 vials for each AA cell line to perform characterizations.

Task 1.2. Characterize and annotate AA cells.

Milestone 1.2. Full characterization of AA cell lines, including: cell origin, cell growth > 30 passages, capacity to form xenograft tumors, karyotypes, expression of prostate tissue and tumor specific markers, STR authentication and Mycoplasma testing

Task 1.3. Expand early passages of CRCs for freezing and banking in the CRC bio-repository.

Milestone 1.3. 50 vials of 1 -2x10^6 cells/vial are banked for each normal/tumor AA cell pair.

Task 1.4. Prepare written protocols and standard operating procedures (SOPs) for establishing AA cell lines.

Milestone 1.4. SOPs for establishing AA cell lines and SOPs for cell growth and annotation.

Objective 2. Determine the optimal growth medium and conditions for growing prostate CRCs with and without irradiated feeder cells.

Task 2.1. Collect and concentrate the conditioned medium from J2-irradiated fibroblasts in sufficient quantity to support AA cell growth in 50 flasks. Test effects of graded concentrations of conditioned medium on AA cells using telomerase and cell growth assays.

Milestone 2.1.1. Documentation of effects of conditioned medium on AA cell growth.

Milestone 2.1.2. Optimal formulation of conditioned medium supplement for AA prostate cell growth.

Task 2.2. Optimize the panel of supplementary growth factors for AA prostate CRC cell growth.

Milestone 2.2. Proprietary formula of growth factors needed to promote AA CRC culture growth.

Page 1

ATTACHMENT 1

Statement of Work (Phase I) Dated 09/19/2016
Contract No. HHSN261201600038C

Task 2.3. Compare cell characteristics under different media and growth conditions.

Milestone 2.3. Determine cell growth over at least 30 passages, capacity to form xenograft tumors, karyotype at early and late passages and expression of prostate specific markers.

Objective 3. Negotiate a licensing agreement for commercialization of AA derived cells, submit a Phase I final report to SBIR administration and prepare a Phase II SBIR application.

Task 3.1. Through the GU Office of Technology Commercialization, negotiate to obtain a licensing agreement to support commercialization of established AA cells.

Milestone 3.1. Executed licensing agreement.

Task 3.2. Submit a written final Phase I report to SBIR administration.

Milestone 3.2. Phase I milestones have been reached and SBIR administration is informed of the technical and commercial feasibility of establishing 50 model AA cell lines supporting a Phase II application in response to an appropriate NIH/SBIR RFA.

II.

Services to be Performed

General Requirements

The contractor shall independently perform all work and furnish all labor, materials, supplies, equipment, and services (except as otherwise specified in the contract).

All work will be monitored by the Government Project Officer identified in Section G of the contract.

Specific Requirements

Phase I Milestones and Timeline

Objectives	Milestone	Months 1-3	Months 4-6	Months 7-9
Objective 1		***	***	***
	Milestone 1.1.Repository of 20 frozen vials of each initial model AA cell line.	X
	Milestone 1.2. Annotation data completed for initial AA cell lines		X
	Milestone 1.3. Repository of 50 frozen vials of each AA cell line.			X
	Milestone 1.4. Written protocols, annotation reports and SOP's.		X	X
Objective 2			***	***
	Milestone 2.1. Optimal media formula for growing AA prostate cells.		X
	Milestone 2.2. Growth media supplements for AA prostate cells.		X
	Milestone 2.3. Annotation of cell growth, xenograft tumor formation, genetic analysis, marker expression, and cell of origin			X
Objective 3				***
	Milestone 3.1. Executed licensing agreement.			X
	Milestone 3.2. Written final report of achieved Phase I milestones and application for Phase II SBIR funding			X

Page 2

ATTACHMENT 1

INVOICE INSTRUCTIONS FOR NIH FIXED-PRICE CONTRACTS. NIH(RC)-2

Number of Copies: Submit payment requests in the quantity specified in the Invoice Submission Instructions in Section G of the Contract Schedule.

Frequency: Submit payment requests upon delivery and acceptance of goods or services unless otherwise authorized by the Contracting Officer.

Preparation and Itemization of the Payment Request: Prepare payment requests as follows:

Note:

All information must be legible or the invoice will be considered improper and returned to the Contractor.

(a)

Designated Billing Office Name and Address: Enter the designated billing office name and address, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(b)

(c)

ATTACHMENT 2

(d)

Date Invoice/Voucher Prepared: Insert the date the payment request is prepared.

(e)

Contract Number and Order Number (if applicable): Insert the contract number and order number (as applicable).

(f)

Contract Title: Insert the contract title listed on the cover page of the contract and/or Section G of the Contract Schedule.

(g)

Current Contract Period of Performance: Insert the contract start date/effective date through the current completion date of the contract.

(h)

Total Fixed-Price of Contract/Order: Insert the total fixed-price of the contract/order.

(i)

(j)

Office of Acquisitions: Insert the name of the Office of Acquisitions, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(k)

Central Point of Distribution: Identify the Central Point of Distribution, as specified in the Invoice Submission Instructions in Section G of the Contract Schedule.

(l)

Billing Period: Insert the beginning and ending dates (month, day, and year) of the period in which costs were incurred and for which reimbursement is claimed.

(m)

(n)

(o)

ATTACHMENT 2

(p)

Freight or Delivery Charges: Identify all charges for freight or express shipments, other than f. o.b. destination, as a separate line item on the invoice. (If shipped by freight or express, and charges are more than $25, attach prepaid bill.)

(q)

item number for the specific piece of equipment listed in the Property Schedule, and

Contracting Officer Authorization (COA) Number, if the equipment is not covered by the Property Schedule.

ATTACHMENT 2

Safety and Health, HHSAR 352.223-70 (DEC 2015)

II.

The following Government guidelines are recommended for developing and implementing health and safety operating procedures and practices for both personnel and facilities:

Biosafety in Microbiological and Biomedical Laboratories, CDC. This publication is available at http://www.cdc.gov/biosafety/publications/index.htm.

II.

Prudent Practices for Safety in Laboratories (1995), National Research Council, National Academy Press, 500 Fifth Street NW., Lockbox 285, Washington, DC 20055 (ISBN 0-309-05229-7). This publication is available at http://www.nap.edu/catalog/4911/prudent-practices-in-the-
laboratory-handling-and-disposal-of-chemicals.

Further, the Contractor shall take or cause to be taken additional safety measures as the Contracting Officer, in conjunction with the Contracting Officer's Representative or other appropriate officials, determines to be reasonably necessary. If compliance with these additional safety measures results in an increase or decrease in the cost or time required for performance of any part of work under this contract, the Contracting Officer will make an equitable adjustment in accordance with the applicable ''Changes'' clause set forth in this contract.

ATTACHMENT 3

The Contractor shall maintain an accurate record of, and promptly report to the Contracting Officer, all accidents or incidents resulting in the exposure of persons to toxic substances, hazardous materials or hazardous operations; the injury or death of any person; or damage to property incidental to work performed under the contract resulting from toxic or hazardous materials and resulting in any or all violations for which the Contractor has been cited by any Federal, State or local regulatory/enforcement agency. The report citing all accidents or incidents resulting in the exposure of persons to toxic substances, hazardous materials or hazardous operations; the injury or death of any person; or damage to property incidental to work performed under the contract resulting from toxic or hazardous materials and resulting in any or all violations for which the Contractor has been cited shall include a copy of the notice of violation and the findings of any inquiry or inspection, and an analysis addressing the impact these violations may have on the work remaining to be performed. The report shall also state the required action(s), if any, to be taken to correct any violation(s) noted by the Federal, State, or local regulatory/enforcement agency and the time frame allowed by the agency to accomplish the necessary corrective action.

If the Contractor fails or refuses to comply with the Federal, State or local regulatory/enforcement agency's directive(s) regarding any violation(s) and prescribed corrective action(s), the Contracting Officer may issue an order stopping all or part of the work until satisfactory corrective action (as approved by the Federal, State, or local regulatory/enforcement agencies) has been taken and documented to the Contracting Officer. No part of the time lost due to any such stop work order shall form the basis for a request for extension or costs or damages by the Contractor.

(End of clause)

ATTACHMENT 3

	DISCLOSURE OF LOBBYING ACTIVITIES	Approved by OMB
	Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352	0348-0046
	(See reverse for public burden disclosure.)

1. Type of Federal Action:

¨ a. contract

b. grant

c. cooperative agreement

d. loan

e. loan guarantee

f. loan insurance

2. Status of Federal Action:

¨ a. bid/offer/application

b. initial award

c. post-award

3. Report Type:

¨ a. initial filing

b. material change

For Material Change Only:

year _____quarter date_____ of last report____________

4. Name and Address of Reporting Entity: ¨ Prime ¨ Subawardee Tier______ , if known : Congressional District, if known:		5. If Reporting Entity in No. 4 is a Subawardee, Enter Name and Address of Prime: ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ Congressional District, if known:____________
6. Federal Department/Agency: ___________________________________		7. Federal Program Name/Description: ______________________________________ CFDA Number, if applicable :_______________
8. Federal Action Number, if known: ___________________________________		9. Award Amount, if known: $ __________________
10. a. Name and Address of Lobbying Registrant (if individual, last name, first name, MI): ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________		b. Individuals Performing Services (including address if different from No. 10a) (last name, first name, MI): _______________________________________
11 Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.		Signature: ____________________________________
		Print Name: ___________________________________
		Title: ________________________________________
		Telephone No.:________________ Date: ___________

Federal Use Only:

Authorized for Local Reproduction

Standard Form LLL (Rev. 7-97)

Attachment 4

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreementto make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action.

Identify the status of the covered Federal action.

Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee,e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

If the organization filing the report in item 4 checks "Subawardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known.

10.

(a)

(b)

Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI).

11.

The certifying official shall sign and date the form, print his/her name, title, and telephone number.

Attachment 4

SBIR Funding Agreement Certification

Grant Contract Number:

Program Director(s)/Principal Investigator(s) (PD(s)/PI(s)):

Public reporting burden for this collection of information is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to: NIH, Project Clearance Branch, 6705 Rockledge Drive, MSC 7974, Bethesda, MD 20892-7974, ATTN: PRA (0925-0001). Do not return the completed form to this address.

The undersigned has reviewed, verified and certifies that (all boxes must be checked):

The business concern meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.

¨ Yes ¨ No

¨ Yes ¨ No ¨ N/A

Explain why N/A:

If a partnership, the partnership agreement evidences that it meets the ownership and control requirements set forth in 13 C.F.R. § 121.702.

¨ Yes ¨ No ¨ N/A

Explain why N/A:

¨ Yes ¨ No ¨ N/A

Explain why N/A:

Attachment 5

¨ Yes ¨ No ¨ N/A

Explain why N/A:

It has no more than 500 employees, including the employees of its affiliates.

¨ Yes ¨ No

SBA has not issued a size determination currently in effect finding that this business concern exceeds the 500 employee size standard.

¨ Yes ¨ No

¨ Yes ¨ No Deviation approved in writing by Grants Management or Contracting Officer: %

All, essentially equivalent work, or a portion of the work proposed under this project (check the applicable line):

¨ Has not been submitted for funding by another Federal agency

¨ Has been submitted for funding by another Federal agency but has not been funded under any other Federal grant, contract, subcontract, or other transaction.

¨ A portion has been funded by another grant, contract, or subcontract as described in detail in the proposal and approved in writing by the Grants Management or Contracting Officer.

10.

¨ SBIR Phase I: at least two-thirds (66 2/3%) of the research

¨ SBIR Phase II: at least half (50%) of the research

¨ Deviation approved in writing by the Grants Management or Contracting Officer: %

11.

During performance of award, the research/research and development will be performed in the United States unless a deviation is approved in writing by the Grants Management or Contracting Officer.

¨ Yes ¨ No

12.

¨ Yes ¨ No

13.

It has registered itself on SBA’s database as majority-owned by venture capital operating companies, hedge funds or private equity firms.

¨ Yes ¨ No ¨ N/A

Explain why N/A:

14.

It is a Covered Small Business Concern (a small business concern that: (a) was not majority-owned by multiple venture capital operating companies (VCOCs), hedge funds, or private equity firms on the data on which it submitted an application in response to an SBIR solicitation; and (b) on the date of the SBIR award, which is made more than 9 months after the closing date of the solicitation, is majority-owned by multiple venture capital operating companies, hedge funds, or private equity firms).

¨ Yes ¨ No

SBIR Funding Agreement

Attachment 5

Certification

15.

It will notify the Federal agency immediately if all or a portion of the work proposed is subsequently funded by another Federal agency.

¨ Yes ¨ No

I understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and other purposes.

I am an officer of the business concern authorized to represent it and sign this certification on its behalf. By signing this certification, I am representing on my own behalf, and on behalf of the business concern that the information provided in this certification, the application, and all other information submitted in connection with this application, is true and correct as of the date of submission. I acknowledge that any intentional or negligent misrepresentation of the information contained in this certification may result in criminal, civil or administrative sanctions, including but not limited to: (1) fines, restitution and/or imprisonment under 18 U.S.C. § 1001; (2) treble damages and civil penalties under the False Claims Act (31 U.S.C. § 3729 et seq); (3) double damages and civil penalties under the Program Fraud Civil Remedies Act (31 U.S.C. §3801 et seq); (4) civil recovery of award funds; (5) suspension and/or debarment from all Federal procurement and nonprocurement transactions (FAR Subpart 9.4 or 2 C.F.R. part 180; and (6) other administrative penalties including termination of SBIR/STTR awards.

Date

Signature

Printed Name (First, Middle, Last)

Title

Organization Name

SBIR Funding Agreement

Attachment 5

Certification

HHS Small Business Innovation Research Program Life Cycle Certification

Public reporting burden for this collection of information is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to: NIH, Project Clearance Branch, 6705 Rockledge Drive, MSC 7974, Bethesda, MD 20892-7974, ATTN: PRA (0925-0001). Do not return the completed form to this address.

A certification is required at the following times:

•

For SBIR Phase I Awardees: At the time of receiving final payment or disbursement from the Payment Management System or via contract.

•

For SBIR Phase II Awardees: prior to receiving more than 50% of the total award amount and prior to final payment or disbursement from the Payment Management System or via contract.

Grant or Contract Number:

Program Director(s)/Principal Investigator(s) (PD(s)/PI(s)):

Even if correct information has been included in other materials submitted to the Federal government, any action taken with respect to this certification does not affect the Government’s right to pursue criminal, civil or administrative remedies for incorrect or incomplete information given in the certification. Each person signing this certification may be prosecuted if they have provided false information.

SBIR Life Cycle Certification

Attachment 6

The undersigned has reviewed, verified and certifies that (all boxes must be checked):

¨ Yes ¨ No Deviation approved in writing by funding agreement officer: %

All, essentially equivalent work, or a portion of the work performed under this project (check the applicable line):

¨ Has not been submitted for funding by another Federal agency.

¨ Has been submitted for funding by another Federal agency but has not been funded under any other Federal grant, contract, subcontract, or other transaction.

¨ A portion has been funded by another grant, contract, or subcontract as described in detail in the proposal and approved in writing by the funding agreement officer.

¨ SBIR Phase I: at least two-thirds (66 2/3%) of the research

¨ SBIR Phase II: at least half (50%) of the research

¨ Deviation approved in writing by the funding agreement officer: %

¨ SBIR Phase I: at least two-thirds (66 2/3%) of the research

¨ SBIR Phase II: at least half (50%) of the research

¨ Deviation approved in writing by the funding agreement officer: %

¨ N/A because work is not completed

The research/research and development is performed in the United States unless a deviation is approved in writing by the funding agreement officer.

¨ Yes ¨ No ¨ Waiver has been granted

The research/research and development is performed at my facilities with my employees, except as otherwise indicated in the SBIR application and approved in the Notice of Award or Contract Award.

¨ Yes ¨ No

¨ I will notify the Federal agency immediately if all or a portion of the work proposed is subsequently funded by another Federal agency.

¨ I understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and other purposes.

SBIR Life Cycle Certification

Attachment 6

¨ I am an officer of the business concern authorized to represent it and sign this certification on its behalf. By signing this certification, I am representing on my own behalf, and on behalf of the business concern that the information provided in this certification, the application, and all other information submitted in connection with the award, is true and correct as of the date of submission. I acknowledge that any intentional or negligent misrepresentation of the information contained in this certification may result in criminal, civil or administrative sanctions, including but not limited to: (1) fines, restitution and/or imprisonment under 18 U.S.C. § 1001; (2) treble damages and civil penalties under the False Claims Act (31 U.S.. § 3729 EC Esq.); (3) double damages and civil penalties under the Program Fraud Civil Remedies Act (31 U.S.C. §3801 et seq.); (4) civil recovery of award funds; (5) suspension and/or debarment from all Federal procurement and nonprocurement transactions (FAR Subpart 9.4 or 2 C.F.R. part 180); and (6) other administrative penalties including termination of SBIR/STTR awards.

Date

Signature

Printed Name (First, Middle, Last)

Title

Business Name

Attachment 6

EX-10.10 7 s105258_ex10-10.htm EXHIBIT 10-10

Exhibit 10.10

Non-Federal

Subaward Agreement

Prime Awardee		Subawardee
Institution/Organization ("PRIME RECIPIENT")		Institution/Organization ("SUBRECIPIENT")

Name:	Shuttle Pharmaceutical, LLC	Name:	Rhode Island Hospital

Address:	1 Research Court, Suite 450	Address:	593 Eddy Street
	Rockville, MD 20850		Providence, RI 02903

Prime Award No.		Subaward No.
	HHSN261201400013C

Sponsor
	National Cancer Institute

Subaward Period of Performance		Amount Funded this Action	Est. Total (if incrementally funded)

Phase I 10/27/14 - 6/18/15 Phase II 6/19/15 - 6/18/17		$65,549	$688,818

Project Title

	Development of Radiation Modulators for Use During Radiotherapy
Reporting Requirements [Check here if applicable: x See Attachment 4]

Terms and Conditions

1) Prime Recipient hereby awards a cost reimbursable subaward, as described above, to Subrecipient. The statement of work and budget for this subaward are (check one): ___ as specified in Subrecipient’s proposal dated ; or _X_ as shown in Attachments 3 & 4. In its performance of subaward work, Subrecipient shall be an independent entity and not an employee or agent of Prime Recipient.

2) Prime Recipient shall reimburse Subrecipient not more often than monthly for allowable costs. All invoices shall be submitted using Subrecipient’s standard invoice, but at a minimum shall include current and cumulative costs (including cost sharing), subaward number, and certification as to truth and accuracy of invoice. Invoices that do not reference Prime Recipient’s subaward number shall be returned to Subrecipient. Invoices and questions concerning invoice receipt or payments should be directed to the appropriate party’s Financial Contact, as shown in Attachment 2.

3) A final statement of cumulative costs incurred, including cost sharing, marked “FINAL,” must be submitted to Prime Recipient’s Administrative Contact NOT LATER THAN sixty (60) days after subaward end date. The final statement of costs shall constitute Subrecipient’s final financial report.

4) All payments shall be considered provisional and subject to adjustment within the total estimated cost in the event such adjustment is necessary as a result of an adverse audit finding against the Subrecipient.

5) Matters concerning the technical performance of this subaward should be directed to the appropriate party’s Project Director, as shown in Attachment 2. Technical reports are required as shown above, “Reporting Requirements.”

6) Matters concerning the request or negotiation of any changes in the terms, conditions, or amounts cited in this subaward agreement should be directed to the appropriate party’s Administrative Contact, as shown in Attachment 2. Any such changes made to this subaward agreement require the written approval of each party’s Authorized Official, as shown in Attachment 2.

7) Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its employees, officers or directors, to the extent allowed by law.

8) Either party may terminate this agreement with thirty days written notice to the appropriate party’s Administrative Contact, as shown in Attachment 2. Prime Recipient shall pay Subrecipient for all allowable, noncancellable obligations in the event of termination.

9) No-cost extensions require the approval of the Prime Recipient. Any requests for a no-cost extension should be addressed to and received by the Administrative Contact, as shown in Attachment 2, not less than thirty days prior to the desired effective date of the requested change.

10) The Subaward is subject to the terms and conditions of the Prime Award and other special terms and conditions, as identified in Attachment 1.

Lifespan 3/15/10

Non-Federal

Attachment 2

Subaward Agreement

Prime Recipient Contacts		Subrecipient Contacts
Administrative Contact		Administrative Contact

Name:	Peter D. Dritschilo President & CFO	Name:	Kim-Marie Lawrence

Address:	Shuttle Pharmaceuticals, LLC One Research Court, Suite 450 Rockville, MD 20850-6252	Address:	Office of Research Administration 1 Hoppin Street, Suite 1,300 Providence, RI 02903-4141

Telephone:	240-271-0642	Telephone:	401.444.8554
Fax:	301-519-8081	Fax:	401.444.4061
Email:	hoya92@aol.com	Email:	klawrence@lifespan.org

Principal Investigator		Project Director

Name:	Theodore Phillips, MD	Name:	Timothy Kinsella, MD “Essential to the project.”

Address:	Shuttle Pharmaceuticals, LLC One Research Court, Suite 450 Rockville, MD 20850-6252	Address:	Rhode Island Hospital 593 Eddy Street, APC 1 Providence, RI 02903

Telephone:	240-403-4212	Telephone:	401.444.6203
Fax:	301-519-8081	Fax:	401.444.5335
Email:	farfa12@aol.com	Email:	tkinsella@lifespan.org

Financial Contact		Financial Contact

Name:	Peter D. Dritschilo President & CFO President & CFO	Name:	Donald Hook Manager, Research Finance

Address:	Shuttle Pharmaceuticals, LLC One Research Court, Suite 450 Rockville, MD 20850-6252	Address:	Rhode Island Hospital 1 Hoppin Street, Suite 1.300 Providence, RI 02903-4141

Telephone:	240-271-0642	Telephone:	401-444-5112
Fax:	301-519-8081	Fax:	401-444-4061
Email:	hoya92@aol.com	Email:	dhook@lifespan.org

Authorized Official		Authorized Official

Name:	Anatoly Dritschilo, MD CEO	Name:	Joan M. Silva

Address:	Shuttle Pharmaceuticals, LLC One Research Court, Suite 450 Rockville, MD 20850-6252	Address:	Administrative Manager Rhode Island Hospital Office of Research Administration 1 Hoppin Street, Suite 1.300 Providence, RI 02903-4141

Telephone:	202-444-4068	Telephone:	401.444.4006
Fax:	301-519-8081	Fax:	401.444.4061
Email:	dritscha@georgetown.edu	Email:	jsilva@lifespan.org

Lifespan 3/15/10

Proposed Budget - Attachment 3

701 xxxx

IPdR (BrUOG 265)

Tim Kinsella, MD					Start			10/22/14							6/19/15							6/19/16
					End			6/18/15							6/18/16							6/18/17
Personnel	Salary		Cal Mos.		Effort			Yr 1		Cal Mos.		Effort			Yr 2		Cal Mos.		Effort			Yr 3		TOTAL
Tim Kinsella, MD	$	181,500		1.45		12.1	%	$	16,448		2.76		23	%	$	41,745		2.76		23	%	$	41,557	$	99,750
Howard Safran, MD	$	181,500		0.47		3.9	%	$	5,332		1.08		9	%	$	16,335		1.08		9	%	$	16,335	$	38,002
Andrea Monckeberg,	$	125,000				0.0	%	$	0		0.36		3	%	$	3,825		0.36		3	%	$	3,902	$	7,727
Mark LeGolvan, MD	$	181,500						$	0		0.00		0	%				0.23		2	%	$	3,479	$	3,479
TBN, CRA		$53 500		1 70		14.2	%	$	5,684		1.70		14.2	%	$	5,798		1.70		14.2	%	$	5,914		$17 396
TBN, Res Nurse	$	87,210				0.0	%	$	0		6.60		55	%	$	47,966		6.60		55	%	$	48,925	$	96,890
Total Salaries								$	27,464						$	115,669						$	120,111	$	263,244
Fringe:						31.9	%
Tim Kinsella, MD								$	5,247						$	13,317						$	13,257	$	31,820
Howard Safran, MD								$	1,701						$	5,211						$	5,211	$	12,122
Andrea Monckeberg,								$	0						$	1,220						$	1,245	$	2,465
Mark LeGolvan, MD								$	0						$	0						$	1,110	$	1,110
TBN, CRA								$	1,813						$	1,850						$	1,887	$	5,549
TBN, Res Nurse								$	0						$	15,301						$	15,607	$	30,908
Total Fringe Benefits								$	8,761						$	36,898						$	38,315	$	83,975
Total Sal + Fringe								$	36,226						$	152,567						$	158,427	$	347,219
Equipment								$	0						$	0						$	0	$	0
Supplies
Animal								$	0						$	0						$	0	$	0
Lab Supplies								$	0						$	0						$	0	$	0
Total Supplies								$	0						$	0						$	0	$	0
Travel								$	0						$	0						$	0	$	0
Other
Publications								$	0						$	0						$	0	$	0
BrUOG								$	5,000						$	37,500						$	37,500	$	80,000
Biopsy costs/ processing								$	0						$	0						$	6,000	$	6,000
Total Other								$	5,000						$	37,500						$	43,500	$	86,000
Total Direct								$	41,226						$	190,067						$	201,927	$	433,219
Less: Equipment								$	0						$	0						$	0	$	0
MTDC Indirect Base x Indirect Rate (59% as of 10/01/11)									$41,226 59%							$190,067 59%							$201,927 59%		$433,219 59%
Indirect Costs								$	24,323						$	112,139						$	119,137	$	255,599
Total Costs								$	65,549						$	302,206						$	321,063	$	688,818

ATTACHMENT 4
SUBAWARD AGREEMENT

This attachment provides a (1) a statement of flowdown clauses from the prime contract # HHSN261201400013C, (2) precedence of the prime contract (3)statement of work and (4) reporting requirements for Phase I and Phase II.

Flowdown Clauses

Line 10 of the subaward agreement states "The Subaward is subject to the terms and conditions of the Prime Award and other special terms and conditions, as identified in Attachment 1.” The Items are in sections H and I of the contract # HHSN261201400013, included in Attachment 1.

Order of Precedence

This Contract, together with the enumerated Attachments (1-4) hereto (all of which are incorporated herein by this reference) shall comprise this Contract and shall together be referred to as the "Sub-contract Documents.” In the event of any inconsistencies between this Contract and the Prime Contract HHSN2612014800013C, as included in Attachment 1, the prime contract will have precedence in the interpretation or resolution of such conflict.

Statement of Work - Subcontract

I. Background Information and Objectives

For NIH review of the Lifespan/RIH subcontract and the subcontract statement of work the following summary is provided. The subcontractor will work with the PI and the prime contractor to accomplish the following tasks. The full SOW is included in the signed contract # HHSN261201400013C.

PHASE I SBIR

A. Technical Objectives

Objective 1. Activate the IPdR IND for the Phase I and PK clinical trial.

Task 1.1. File administrative documents to initially cross-file (IND 70,333) and obtain an IND for the IPdR and RT clinical trial.

Milestone 1.1. An IPdR IND.

Task 1.2. Negotiate with CTEP to transfer sufficient clinical product IPdR for performance of the clinical trial.

Milestone 1.2. Clinical product (encapsulated) IPdR, will be made available for the proposed Phase I and PK clinical trial at Lifespan/RIH.

Lifespan

Objective 2. Obtain approvals for the Phase I and PK clinical protocol. Develop efficacy protocols satisfying FDA “Orphan Drug” status.

Task 2.1. Submit a Letter of Intent (LOI) to NCI CTEP for the Phase I and PK clinical studies of IPdR.

Milestone 2.1. LOI approval.

Task 2.2. Submit to the IRB the Phase I and PK study protocol.

Milestone 2.2. IRB approval of the Phase I study for IPdR + RT.

Task 2.3. Consult with the FDA regarding "Orphan Drug” status for IPdR

Milestone 2.3. FDA guidance on "Orphan Drug” status for IPdR for rectal cancer.

Objective 3. Establish the in-house (Shuttle Pharmaceuticals. LLC Laboratories) biomarker assays.

Task 3.1 will be performed at NIH and Shuttle Pharmaceuticals

Task 3.2. Prepare a written report of Phase I SBIR achievements to NIH.

Milestone 3.2.NIH accepts the report and exercises the option for Phase II.

Gantt Chart 1: Phase I. Milestones, Deliverables, Timeline & Work Distribution. between Shuttle Pharmaceuticals, LLC (SP) and Lifespan/Rhode Island Hospital (L/RIH).

Months

Site

Milestones and Deliverables

SP,

Objective 1. Task 1.1.

L/RIH

Milestone 1.1. Activation of the IPdR IND

Objective 1. Task 1.2.

Milestone 1.2. IPdR clinical product for use in the Phase I clinical trial

Objective 1. Task 1.3.

Milestone 1.3. Capsules of IPdR for Phase I.

SP,

Objective 2. Task 2.1.

L/RIH

Milestone 2.1. CTEP approval of the Phase I and PK LOI.

SP,

Objective 2. Task 2.2.

L/RIH

Milestone 5. IRB approval of the Phase I clinical trial.

Objective 2. Task 2.3.

Milestone 6. FDA advice regarding "Orphan Drug” status for IPdR in rectal cancer treatment.

Objective 3. Task 3.1.

Milestone 3.1. The GLP %IUdR-DNA cellular incorporation assays established in SP laboratories.

Objective 3. Task 3.2.

Milestone 3.2. NIH approves final report and exercises the Phase II option.

Lifespan

PHASE II SBIR

A. Technical Objectives

Objective 1: Perform the Phase I and PK clinical trial of IPdR-mediated radiosensitization.

Task 1.1. Perform the Phase I clinical trial.

Milestone 1.1. Collect clinical data.

Milestone 1.3. Collect and transfer clinical samples to SP Laboratories for analysis.

Objective 2: Perform PK analyses to determine optimal dosing schedule.

Task 2.1. Determine pharmacokinetics (PK) and %IUdR-DNA for biomarker analysis.

Milestone 2.1. Clinical specimens are obtained and analyzed for PK & % IUdR-DNA.

Milestone 2.2. PK analyses results.

Milestone 2.3. %IUdR-DNA incorporation results and clinical correlation.

Objective 3: Use Phase I and PK results to design the Phase IB/II clinical trial.

Task 3.1. Analyze the PK data to determine optimal IPdR dosing.

Milestone 3.1. Optimum dosing schedule of IPdR is established.

Task 3.2. Design and write the Phase IB/II protocol for efficacy determination.

Milestone 3.2. Phase IB/II clinical protocol for IPdR and RT in rectal cancer.

Objective 4: Advance the business development and commercialization plan.

Task 4.1. Use Phase I clinical trial results to raise capital for efficacy clinical trials.

Milestone 4.1. Written business development and commercialization.

Task 4.2. Prepare a final written report for the Government Project Officer.

Milestone 4.1. Written final progress report is accepted.

Gantt Chart 2: Phase II Milestones, Deliverables and Work Distribution.

Delivery Schedule (months)

Site

Milestones and Deliverables

L/RIH

Objective 1. Task 1.1

Milestone 1.1. Initiation and performance of the Phase I and PK clinical trial of IUdR with RT. Milestone 1.2. Safety and MTD parameters for IPdR with RT. Milestone 1.3. Collect and transfer clinical samples to SP Labs.

L/RIH

Objective 2. Task 2.1.

Milestone 2.1. Obtain clinical specimens for PK & %IUdR-DNA Milestone 2.2. PK analyses Milestone 2.3. %IUdR-DNA incorporation is determined and correlated with clinical observations.

Objective 3: Task 3.1.

Milestone 3.1. Dosing schedule of

IPdR is established, based on PK

Objective 3: Task 3.2.

Milestone 3.2. Written Phase IB/II clinical protocol

Objective 4: Task 4.1.

Milestone 4.1 Written business and commercialization plan.

SP,

Objective 4: Task 4.2.

L/RIH

Milestone 4.2. Final report submitted to NIH.

Shuttle Pharmaceuticals, LLC (SP); Lifespan/Rhode Island Hospital (L/RIH)

Lifespan

Reporting Requirements

Phase I
1.	Kick-off presentation 10/16/14
2.	Phase I, two quarterly reports	12/19/14 and 3/19/15
3.	Draft Updated Commercialization Plan	5/18/15
4.	Draft Final Report and Draft Summary of Salient Results	6/18/15
5.	Final Commercialization Plan	6/18/15
6.	Final Report	6/18/15
7.	Final Presentation	6/18/15

Phase II contract activities and reporting will be contingent on the Government’s decision to exercise the option per Article B.# of the contract # HHSN261201400013C.

Phase II
1.	Option exercised	(approximately) 6/19/15
2.	Phase II, quarterly reports exercises	every 90 days after option
3.	Draft Final Report for Phase II and Summary of Salient Clinical Trial Results	5/19/17
4.	Draft Phase II Final Report	6/19/17
5.	Phase II Final Report and Presentation	6/19/17
6.	Summary of Salient Clinical Trial Results	6/19/17

Additional Reporting and Certifications

7.	Annual technical progress report for Clinical Research Study Populations	6/19/17
8.	Protection of Human Subjects	6/19/15
9.	Annual Utilization	6/19/16
10.	Final Invention Statement and Disclosure	6/19/17
11.	Annual Report	6/19/16
12.	Conformance Certification	6/19/15
13.	Financial Conflict of Interest	as it arises
14.	Life Cycle Phase I	6/18/15
15.	Life Cycle Phase II Report 1	6/18/16
16.	Life Cycle Phase II Report 2	6/18/17

Lifespan

EX-10.11 8 s105258_ex10-11.htm EXHIBIT 10-11

Exhibit 10.11

SMALL BUSINESS INNOVATION RESEARCH (SBIR) PROGRAM

RESEARCH AGREEMENT AND SUBCONTRACT
BETWEEN
GEORGETOWN UNIVERSITY
AND
SHUTTLE PHARMACEUTICALS, LLC.
PURSUANT TO
AWARD NUMBER HHSN261201600027C - NCI CONTROL NUMBER:N43CO-2016-00027

("Predictive biomarkers of prostate cancer patient sensitivity for radiation late effect")

SUBGRANTEE:	Georgetown University

ADDRESS:	37^th And O Streets, NW
	Washington, DC 20057

SUBGRANT PERIOD:	September 19, 2016 - September 18. 2017

ESTIMATED COST:	$100,000

PREAMBLE

This cost-reimbursable Agreement is between Shuttle Pharmaceuticals, LLC, a small business concern organized as a Limited Liability Company under the laws of the state of Maryland and having a principal place of business at One Research Court, Suite 450 Rockville, MD 20850 ("Sponsor") and GEORGETOWN UNIVERSITY, a nonprofit institution of higher education organized as a non-stock corporation under federal charter and whose principal place of business is situated at 37th and O Streets, N.W., Washington, D.C., U.S.A. ("Georgetown" or "Subgrantee"). It constitutes a Subgrant for the transfer of substantive programmatic work under AWARD NO. HHSN261201600027C - NCI CONTROL NO: N43CO-2016-00027 (Prime Agreement), which was issued to Sponsor by the National Institutes of Health (NIH).

In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties expressly agree to the terms and conditions contained in this Agreement.

ARTICLE I. STATEMENT OF WORK

The Subgrantee agrees to undertake activities in accordance with the Statement of Work appended as ATTACHMENT A.

ARTICLE II. KEY PERSONNEL

The activities to be performed under this Agreement arc under the direction of Dr. Amrita K. Cheema. Should Dr. Cheema be unable to continue during the period of performance of this Agreement, Sponsor reserves the right to approve or disapprove any successor recommended by the Subgrantee.

ARTICLE III. PERIOD OF PERFORMANCE

The effective period of performance of this Agreement shall begin on September 19, 2016 and shall terminate on September 18, 2017.

ARTICLE IV. CONSIDERATION AND ALLOWABLE COSTS

In return for the Subgrantee's performance of the work required by ARTICLE I and agreement to abide by the terms contained in this Agreement, the Sponsor will reimburse the Subgrantee for its actual allowable costs up to a ceiling amount of $100,000. The Subgrantee agrees not to invoice for an amount in excess of $100,000 unless additional funds are obligated by formal written modification to this Agreement. Costs shall be incurred in accordance with the Budget, which is appended as ATTACHMENT B and is an integral part of this Agreement. The authorized amount will cover direct and indirect costs of the research, as detailed in the budget, ATTACHMENT B. The allowability of direct and indirect costs will be in accordance with applicable 2 CFR 200. The Subgrantee is authorized to move funds between line items in the Budget, provided that the total amount of expenditures docs not exceed funds currently obligated by this Agreement and is within the policies stated in the NIH Grants Policy Statement.

Funds obligated are for the defined Period of Performance only, as stated in Article III. Carryover of funds remaining at the end of this period is not automatic and must be asked for in a letter to the Sponsor. Sponsor will seek the approval of NIH. Carryover funds to Subgrantee arc not available until such approval has been received by Sponsor. Such approval will be forwarded to Subgrantee in a Modification to this agreement as detailed in Article XXIII.

ARTICLE V. PAYMENT

Payments for performance under this Agreement shall be issued by the Sponsor to the Subgrantee on a cost reimbursable basis within 30 days of receipt of proper, approved invoice(s) in the Sponsor Office. Invoices should be submitted monthly and no less than quarterly.

To be considered proper, an invoice must contain the Agreement identification number (HHSN261201600027C), sufficiently itemize expenses for which the Subgrantee is invoicing, and contain an original dated approval signature of an authorized representative of the Subgrantee. This signature shall certify that the expenses recited in the invoice reflect actual expenditures consistent with the terms of this Agreement.

To be considered approved, an invoice must also bear the dated approval initials or signature of Scott Grindrod, Ph.D. or his designee. The Sponsor Accounting Office shall seek to obtain this approval by submitting the invoice to Peter Dritschilo, President and CFO after receipt.

Invoices shall be sent to:

Shuttle Pharmaceuticals, LLC.

One Research Court, Suite 450

Rockville, MD 20850

Payment shall be made to:

Georgetown University

and shall be sent to:

Sponsored Projects Financial Operation

2121 Wisconsin Ave., NW

4^th Floor

Washington, DC 20007

Attention: Chief Accounting Officer

Tax ID: 53-0196603

Invoices that exceed cither the period of performance of this Agreement or the obligated amount of this Agreement may be considered improper invoices and may be returned to the Subgrantee unpaid. Acceptance and payment by the Sponsor of any improper invoices shall not be construed as a waiver of the Sponsor's right to return future improper invoices.

A final invoice clearly marked "FINAL" must be received within sixty (60) days of the close of the expiration date of the award. Invoices received after this date may be considered improper invoices, and may be returned to the Subgrantee unpaid.

ARTICLE VI. RECORDS AND AUDIT

Records for this Agreement arc to be retained by the Subgrantee for at least three years after final payment under this Agreement and all pending matters arc closed. If an audit, litigation, or other action involving the records is started before the end of the three year period, the records must be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. The Subgrantee agrees to give the Sponsor, the National Institutes of Health, the Comptroller General of the United States, or any of their authorized representatives access to these records and any other pertinent books, documents, papers or other records, in order to make audits, examinations, excerpts and transcripts.

The Subgrantee agrees to comply with the requirements of 2 CFR 200 as appropriate. The Subgrantee further agrees to provide the Sponsor with copies of any independent auditors' reports within 30 days of their receipt by the Subgrantee. Where the report includes instances of non-compliance with federal laws and regulations, the Subgrantee shall provide copies of responses to the report and a plan for corrective action.

ARTICLE VII. PUBLICATIONS

In the event either Party wishes to publish or present any material from work performed under this Agreement, the Subgrantee agrees to submit a manuscript of the publication or an abstract of the presentation to Dr. Scott Grindrod for comment at least thirty (30) days prior to submission for publication or presentation.

The Subgrantee further agrees that when publishing, or submitting for publication, in scientific, peer-reviewed or other scholarly publications, the Subgrantee shall acknowledge the support of the National Institutes of Health whenever publicizing the work under this Subgrant in any media by including an acknowledgement substantially as follows:

“The project described was supported by Award Number (hhsn261201600027c) from the Shuttle Pharmaceuticals, LLC. The content is solely the responsibility of the authors and does not necessarily represent the official views of the Shuttle Pharmaceuticals, LLC or the National Institutes of Health."

ARTICLE VIII. PATENTS AND INVENTIONS

Pursuant to the Bayh-Dole Act and Executive Order 12591 (April 10, 1987), all recipients of Federal research funding (i.e., all Federal grantees and contractors and consortium participants and other organizations receiving funds under Federal grants and contracts, whether small businesses, large businesses, or non-profit organizations) are subject to the same invention reporting requirements and regulations. These are included in the regulations issued by the Department of Commerce, found at 37 CFR Part 401.

For purposes of this Subgrant, Sponsor is the grantor. Subgrantee will establish and implement an employee invention reporting policy to identify the parties who perform work under this Subgrant and who may be reasonably expected to make inventions.

The determination of the rights of ownership and disposition of inventions resulting from the performance of the work done under this Subgrant and the administration of such inventions shall be in accordance with NIH policies and the Small Business Innovation Research (SBIR) agreement entered into by and between the Parties dated 10/28/2016, attached hereto as ATTACHMENT C

ARTICLE IX. INDEMNIFICATION

The Subgrantee shall defend, indemnify and hold the Sponsor, its officers, employees, and agents, harmless from any and all liability, loss, expenses (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the Subgrantee, its officers, employees, or agents.

The Sponsor shall defend, indemnify and hold the Subgrantee, its officers, employees, and agents, harmless from any and all liability, loss, expenses (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of die Sponsor, its officers, employees, or agents.

ARTICLE X. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY

MATTERS - PRIMARY COVERED TRANSACTIONS

The Subgrantee certifies to the best of its knowledge and belief, that it and its principals:

Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency;

Have not within a three-year period preceding this agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and

Have not within a three year period preceding this agreement had one or more public transactions (Federal, State, or local) terminated for cause or default.

Where a prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall provide an explanation.

ARTICLE XL TERMINATION

Either Party may terminate this Agreement for cause or convenience by giving the other Party thirty (30) days written notice.

In all instances of termination or suspension, the Subgrantee shall be given written notice of the termination or suspension, including a written explanation of the reason(s) for such action. Where appropriate, the Subgrantee shall be given reasonable time to cure any deficiency in its performance. If the deficiency is not corrected within a reasonable time, as defined by the Sponsor in consultation with the Subgrantee, the Agreement may then be immediately terminated or suspended.

Upon receipt of a notice of termination or suspension as specified above, the Subgrantee shall take immediate action to minimize all expenditures and obligations financed by this Agreement and shall cancel unliquidated obligations wherever possible. Except as provided below, no further reimbursement shall be made after the effective date of termination or suspension. The Subgrantee shall within 30 calendar days after the effective date of termination or suspension repay to the Sponsor all unexpended funds disbursed by the Sponsor that are not otherwise obligated by a legally binding transaction applicable to this Agreement. Should the funds paid by the Sponsor to the Subgrantee be insufficient to cover the Subgrantee's obligations in the legally binding transaction, the Subgrantee may submit to the Sponsor within 60 calendar days after the effective date of termination or suspension a written claim covering such obligations. The Sponsor Sponsored Accounting Office shall determine the amount(s) to be paid by the Sponsor to the Subgrantee under such claims in accordance with the applicable cost principles.

ARTICLE XII. DISPUTES

There is no formal procedure established for resolving disputes between the Sponsor and the Subgrantee. It is Sponsor policy to make every reasonable effort to resolve all issues fairly by negotiation without litigation. Any disputes arising under this Agreement shall be brought to the attention of the Georgetown University Medical Center Office of Sponsored Research. Authority for resolving such disputes on behalf of the Subgrantee shall reside with the Sr. Associate Vice President of the Office of Sponsored Research or her designee.

This Article shall not be construed to limit the administrative or legal rights otherwise available to the parties in the event of violations of the terms or conditions of this Agreement.

ARTICLE XIII. NOTICES

Any official notices required under the terms of this Agreement shall be hand delivered or sent by Certified Mail, postage prepaid, return receipt requested, to the appropriate individual and address listed below.

For the Sponsor:		For the Subgrantee:

Peter Dritschilo, President and CFO		Marjan Mobini
Shuttle Pharmaceuticals, Inc.		Sr. Grants & Contracts Officer
One Research Court, Suite 450		Office of Sponsored Research
Rockville, MD 20850		Georgetown University
		3300 Whitehaven Street, NW
Phone:	240-403-4212 (Work)	Washington, DC 20007
	240-271-0642 (Cell)	Tel: 202-687-7866
Email:	peter.dritschllo@shuttlepharma.org	Email: mobinim@georgetown.edu

ARTICLE XIV. IRB APPROVAL

Research involving human subjects shall not be conducted under this subgrant until Subgrantee has provided to Sponsor a properly completed "Protection of Human Subjects Assurance identification/IRB Certification/Declaration of Exemption", Form OMB No. 0990-0263 (formerly Optional Form 310), certifying IRB review and approval of the protocol. The human subject certification can be met by submission of the Subgrantee's self designated form, provided that it contains the information required by the "Protection of Human Subjects Assurance Identification/IRB Certification/Declaration of Exemption", Form OMB No. 0990-0263 (formerly Optional Form 310). Certification/Declaration of Exemption", Form OMB No. 0990-0263 (formerly Optional Form 310).

When research involving Human Subjects will take place at collaborating sites or other performance sites, the Subgrantee shall obtain, and keep on file, a properly completed "Protection of Human Subjects Assurance Identification/IRB Certification/Declaration of Exemption", Form OMB No. 0990-0263 (formerly Optional Form 310) certifying IRB review and approval of the research.

ARTICLE XV. REQUIRED EDUCATION IN THE PROTECTION OF HUMAN

RESEARCH PARTICIPANTS

NIH policy requires education on the protection of human subject participants for all investigators receiving NIH contract awards for research involving human subjects. For a complete description of the NIH Policy announcement on required education in the protection of human subject participants, the Subgrantee should access the NIH Guide for Grants and Contracts Announcement dated June 5, 2000 (Revised August 25, 2000) at the following website:

http://grants.nih.gov/grants/guide/notice-files/NOT-OD-00-039.html.

The terms and conditions referencing Human Subjects Assurance and Required Education in the Protection of Human Research Participants are in full force as if written in their entirety and are made a part of this Subgrant.

ARTICLE XVI. HIPAA

Notwithstanding anything to the contrary in this Agreement, all individually identifiable health information shall be treated as confidential by the parties in accordance with all applicable federal, state or local laws and regulations governing the confidentiality and privacy of individually identifiable health information, including without limitation, the HIPAA Privacy Regulation and any regulations and official guidelines promulgated thereunder, and the parties agree to take such additional steps and/or to negotiate such amendments to this Agreement as may be required to ensure that the parties are and remain in compliance with the HIPAA Privacy Regulation and official guidance. Institution hereby certifies that it complies with all applicable HIPAA requirements.

ARTICLE XVII. INCORPORATED TERMS OF THE PRIME AGREEMENT

This Agreement is subject, where applicable, to the following terms and conditions of the Prime Agreement.

FAR 52. 252-2

Section G

Section H

Section I

These terms are in full force and effect as if written in this Article in their entirety. Where the terms read or imply "The Government or the National Institutes of Health" they shall be considered to read or imply "The Sponsor". Where they read or imply "The Grantee" they shall be considered to read or imply "The Subgrantee". Where they read or imply a Sponsor official, they shall be considered to read or imply the relevant Sponsor official.

These additional terms supplement the articles of this Agreement. They do not replace or supersede nor are they replaced or superseded by the Articles of this Agreement. In the event of a conflict between the Articles of this Agreement and these additional terms and conditions, a resolution shall be achieved in accordance with ARTICLE XII.

ARTICLE XVIII. ATTACHMENTS

The following attachments are an integral part of this Agreement:

ATTACHMENT A.	Statement of Work
ATTACHMENT B.	Budget
ATTACHMENT C.	SBTR Agreement
ATTACHMENT D.	(If applicable IRB Approval or IACUC Approval)

ARTICLE XIX. REPORTING REQUIREMENTS

Subgrantee's Principal Investigator will provide to Dr. Scott Grindrod quarterly technical progress reports and a final technical report on all work to be performed under this Agreement as required to fulfill reporting requirements under the Prime Award and to enable with the filing of the continuation application of such award.

ARTICLE XX. INDEPENDENT CONTRACTOR

In performing activities under this Agreement, Subgrantee shall be deemed to be and shall be an independent contractor and, as such, shall not be entitled to any benefits applicable to employees of the Sponsor.

ARTICLE XXI. GOVERNING LAW

This Agreement shall be governed by the laws of the District of Columbia.

ARTICLE XXII. WAIVER

No waiver of any term, provision or condition of this Agreement whether by conduct or otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition, or of any other term, provision, or condition of this Agreement.

ARTICLE XXIII. MODIFICATION OR AMENDMENT

No modification or amendment to this Agreement shall be valid unless in writing, signed by an authorized representative of the Sponsor and an authorized representative of the Subgrantee. Only designated individuals within the Georgetown University Medical Center, Office of Sponsored Research are authorized to modify this Agreement for Georgetown.

ARTICLE XXIV. ENTIRE AGREEMENT

This writing contains the entire agreement of the parties and there are no promises, understandings, or agreements of any kind pertaining to this Agreement other than those written in this Agreement.

ARTICLE XXV. SEVERABILITY

In the event that any term or provision of this Agreement or any application of a term or provision of this Agreement is deemed illegal, or unenforceable, the remainder of this Agreement or the application of such a term or provision shall not be affected, except with regard to those persons or circumstances to which it was specifically held invalid or unenforceable.

ARTICLE XXVI. ANTI-TERRORISM

The Subgrantee is reminded that U.S. Executive Orders 13224 and U.S. Law prohibits transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of die Subgrantee to ensure compliance with these Executive Orders and Laws. This provision must be included in all subcontracts/subawards issued under this subgrant agreement.

ARTICLE XXVII. CAPTIONS OR HEADINGS

Captions or headings contained in this Agreement are inserted only as a matter of convenience and do not in any way define, limit, or extend the scope or intent of this Agreement or any term or provision of this Agreement.

ARTICLE XXVIII. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ARTICLE XXIX. CERTIFICATION REGARDING FINANCIAL CONFLICTS

OF INTEREST

In this Article, capitalized terms have the meaning given to them in the Public Health Service's regulations on Promoting Objectivity In Research, codified in Title 42, Part 50, Subpart F of the Code of Federal Regulations, as they may from time to time be amended ("PHS Regulations"). The Subgrantee certifies to the Sponsor that [check ONE statement below]:

x Subgrantee has adopted Financial Conflicts of Interest policies and procedures that comply with the PHS Regulations. Subgrantee will comply with the requirements of its own Financial Conflicts of Interest policies and procedures with respect to its performance under this Agreement. Within 1 day of receipt of a "just in time" notice from the Sponsor [or: of the execution of this Agreement], and thereafter within 30 days of discovering any new Significant Financial Interests for its Investigators, Subrecipient shall report to the Sponsor any identified Financial Conflicts of Interest for its Investigators.

The report will contain all elements required by the PHS Regulations[, including: (i) Project/Contract number; (ii) principal investigator/project director; (iii) name of the Investigator with the Financial Conflict of Interest; (iv) name of entity in which the Investigator has a Significant Financial Interest that gives rise to a Financial Conflict of Interest; (v) nature of the financial interest; (vi) value of the financial interest, within dollar ranges, or if the value cannot be readily determined through reference to public prices or other reasonable measures, a statement to that effect; (vii) a description of how the financial interest relates to the PHS-funded research and the basis for the Subgrantee's determination that the financial interest conflicts with such research; and (viii) a description of the key elements of the management plan, including (a) the role and principal duties of the conflicted Investigator in the research project, (b) conditions of the management plan, (c) how the management plan is designed to safeguard objectivity in the research project (d) confirmation of the Investigator's agreement to the management plan. (e) how the management plan will be monitored to ensure Investigator compliance, and (f) other information as needed].

¨ Subgrantee has not adopted Financial Conflicts of Interest policies and procedures that comply with the PHS Regulations. In performing its obligations under this Agreement, Subgrantee will follow Sponsor's Financial Conflicts of Interest Policy [http://ora.georgctown.edu/FCOIPolicyRequircments.html]. which will be incorporated into the Subaward Agreement by reference. Subgrantee will require its Investigators to complete the Financial Conflicts of Interest Disclosure forms provided by the Sponsor. Within 1 day of receipt of a "just in time" notice from the Sponsor [or: of the execution of this Agreement], and thereafter within 30 days of discovering any new Significant Financial Interests of its Investigators, Subrecipient shall report to the Sponsor any Significant Financial Interests reported by its Investigators. Subgrantee will ensure that its Investigators provide full information to Sponsor regarding any Significant Financial Interests, in order for the Sponsor to determine if such Significant Financial Interests are related to the research and constitute a Financial Conflict of Interest and to make required reports to the funding agency. If Sponsor determines that any of Subgrantee's Investigators have Financial Conflicts of Interest, Subgrantee will ensure that its Investigators comply with the terms of any conflict management plan(s) issued by the Sponsor with respect to such Financial Conflicts of Interest.

ARTICLE XXX. ACCEPTANCE

This Agreement shall not be considered accepted or effective until signed below by authorized representatives of both of the parties. By signing below, each individual warrants that he or she is authorized to bind his or her organization to this Agreement.

The parties agree that this Agreement may be signed by either party by electronic means. Neither party will challenge the legal effect of cither party's signature or the enforceability of this Agreement solely because the signature is in electronic form.

FOR SHUTTLE PHARMACEUTICALS, LLC.		FOR GEORGETOWN UNIVERSITY:


/s/ Peter Dritschilo		/s/ Trudy Bright
NAME: Peter Dritschilo,		NAME: Trudy Bright

TITLE: President and CFO		TITLE: Director, Office of Sponsored Research

Date:	11/21/16	Date:	11/22/2016

ATTACHMENT A.

STATEMENT OF WORK

Statement of Work (Phase I) Dated XX/XX/XXXX

Contract No. HHSNxxxxxxxx

[Blue – To be filled out by NCI STAFF]

STATEMENT OF WORK (Phase I)

TITLE:	Predictive biomarkers for prostate cancer patient sensitivity
	for radiation late effects

PRINCIPAL INVESTIGATOR(S):	Scott Grindrod, PhD
PROJECT DURATION:	12 months
COMPANY:	Shuttle Pharmaceuticals, Inc.
SUBCONTRACTORS:	Georgetown University

Background Information and Objectives

Background Information

Patients treated for prostate cancer may experience treatment related late effects that adversely affect quality of life and may prove life-threatening. The objective of this Phase I SBIR application is to determine the technical and commercial feasibility of a biomarker panel predictive of radiation mediated late effects in patients treated for prostate cancer. We will develop a metabolite signature of radiation responses in a cohort of patients undergoing stereotactic body radiation therapy (SBRT) for prostate cancer. Analysis of banked plasma samples will be correlated with clinical outcomes to identify markers of urinary and gastrointestinal late effects for validation in a larger clinical population to be proposed in a subsequent Phase II application. The Phase II effort will allow Shuttle Pharmaceuticals to advance its proposed commercialization plan and to raise capital to support validation clinical trials leading to FDA approval.

Patients treated with stereotactic body radiation therapy (SBRT) for prostate cancers on an IRB approved protocol have banked clinical specimens and detailed monitoring of quality of life parameters. Sub-sets of these patients have developed urinary incontinence (Ul), symptomatic urinary flare (USF), obstructed voiding symptoms/retention (UR) and radiation proctitis (RP). We have used high resolution mass spectrometry based metabolomics/lipidomic profiling to analyze this unique cohort of patient samples and propose here, to leverage our established analytical platform to advance product development and validation of a biomarker panel predictive of radiation toxicities. Metabolites in plasma from a cohort of 100 de-identified patients will be analyzed to develop a kit supporting metabolomic analysis to serve as a biomarker panel predictive of patient susceptibility for radiation late effects.

Technical Objectives

The three technical objectives of this proposal focus on determining the feasibility for developing a metabolite panel predictive of clinical outcomes in prostate cancer patients treated with radiation therapy (SBRT). In Objective 1, we will use technology in the Waters Center of Excellence at Georgetown University to perform metabolite analysis on de-identified, bio-banked plasma samples from 100 patients. In the first objective, untargeted metabolite profiles will be obtained and analyzed for correlations with clinical outcomes, including cancer recurrence, urinary tract injury and rectal injury. Candidate metabolites will be validated and a metabolite "kit" will be designed and tested in Objective 2. Standard operating procedures (SOPs) will be prepared and purity, stability and storage capacity will be tested. Objective 3 is to consolidate the intellectual property (metabolite panels) within Georgetown University policies and obtain a license to develop and commercialize the biomarker panels. Submitting a final report to NIH staff documenting success in achieving the Phase I milestones will allow preparation of a phase II application to clinically validate the biomarker panel and support commercialization efforts.

Statement of Work (Phase I) Dated XX/XX/XXXX

Contract No. HHSNxxxxxxxx

Objective 1. Develop a metabolite biomarker panel of radiation late effects.

Task 1.1. Perform untargeted metabolomics profiling of plasma specimens using UPLC-ESI-QTOFMS.

Milestone 1.1. Metabolite raw data on clinical samples from 100 patients

Task 1.2. Perform biostatistics analysis of raw data to identify candidate metabolite signatures.

Milestone 1.2. Metabolite signatures for cancer recurrence, urinary tract injury and rectal injury.

Task 1.3. Validate and evaluate biomarker performance using SID-MRM-MS. Identify candidate molecules for biomarker development.

Milestone 1.3. Panels of validated biomarkers that correlate to cancer recurrence, urinary injury and rectal injury (for kit development).

Objective 2. Design and test a metabolite "kit" suitable for GLP clinical application

Task 2.1. Define the operating range of the biomarker assay.

Milestone 2.1. Accuracy and precision of the assay is available for preparing standard operating procedures (SOPs).

Task 2.2. Determine the assay optimization and standardization.

Milestone 2.2. Purity, stability and storage capacity data for selected metabolites will be used in SOPs.

Task 2.3. Determine robustness of the assay.

Milestone 2.3. Assay repeatability available for the SOPs.

Objective 3. Review achieved milestones, evaluate commercialization potential and advance a Phase II SBIR application for clinical trial validation of the biomarker

Task 3.1. Disclose intellectual property to the GU Office of Technology Commercialization.

Milestone 3.1. Provisional patent application submission.

Task 3.2. Prepare and submit the final report of Phase I accomplishments.

Milestone 3.2. Written final report is accepted by NIH staff allowing submission of a Phase II application.

II.

Services to be Performed

General Requirements

The contractor shall independently perform all work and furnish all labor, materials, supplies, equipment, and services (except as otherwise specified in the contract).

All work will be monitored by the Government Project Officer identified in Section G of the contract.

Statement of Work (Phase I) Dated XX/XX/XXXX

Contract No. HHSNxxxxxxxx

Specific Requirements

Phase I Milestones and Timeline

		Months 1-3	Months 4-6	Months 7-9	Months 10-12
Objective 1		******	******
GU	Milestone 1.1. Metabolite raw data on clinical samples from 100 patients	X	X
SP/GU	Milestone 1.2. Metabolite sianatures for cancer recurrence, urinary tract injury and rectal injury.		X
SP	Milestone 1.3. Panels of validated biomarkers for assay kit development.		X	X	X

Objective 2			******	******
SP	Milestone 2.1. Accuracy and precision of the assay for standard operating procedures (SOPs)		X	X
SP	Milestone 2.2. Puritv. stability and storaae capacity data for selected metabolites for SOPs.		X	X
SP	Milestone 2.3. Assay repeatability for SOPs.			X
Objective 3			*******	******	******
SP/GU	Milestone 3.1. Provisional patent application submission.		X	X	X
SP	Milestone 3.2. Written final report is accepted by NIH staff; submit a Phase II SBIR application.			X	X

SP = Work will be performed in Shuttle Pharmaceuticals Laboratory/ Administrative Offices

GU = Work will be performed in Georgetown University Shared Resource Facilities

ATTACHMENT B.

BUDGET

ATTACHMENT C.

SBIR AGREEMENT

EX-10.12 9 s105258_ex10-12.htm EXHIBIT 10-12

Exhibit 10.12

Small Business Innovation Research (SBIR) Program

Phase I

Allocation of Rights in Intellectual Property and Rights to

Carry Out Follow-on Research, Development, or Commercialization

This SBIR Phase I agreement (“Agreement”) between Shuttle Pharmaceuticals, Inc., a small business concern organized as corporation under the laws of Maryland having a principal place of business at One Research Court, Suite 450, Rockville, MD 20850, (“SBC”) and Georgetown University, a nonprofit institution of higher education organized as a non-stock corporation under federal charter and whose principal place of business is situated at 37th and O Streets, N.W., Washington, D.C., U.S.A. (hereinafter called “Georgetown”) is entered into for the purpose of allocating between the parties certain rights relating to an SBIR project to be carried out by SBC and Georgetown (hereinafter individually referred to as Party or collectively as “Parties”) under an SBIR funding agreement awarded by the National Institutes of Health (“AGENCY”) to SBC, (HHSN261600038C) to fund a proposal entitled, “Cell and Animal Based Models to Advance Health Disparity Research.”

Applicability of this Agreement.

(a)

This Agreement shall be applicable only to matters relating to the SBIR phase I project referred to in the preamble above.

(b)

SBC shall promptly provide a copy of the funding agreement to Georgetown, and SBC will make a sub-award to Georgetown in accordance with the funding agreement, the proposal, and this Agreement. If the terms of such funding agreement appear to be inconsistent with the provisions of this Agreement, the parties will attempt in good faith to resolve any such inconsistencies. However, if such resolution is not achieved within a reasonable period, SBC shall not be obligated to award nor Georgetown to accept the subaward, as the case may be. If a subaward is made by SBC and accepted by Georgetown, this Agreement shall not be applicable to contradict the terms of such subaward or of the funding agreement awarded by AGENCY to SBC except on the grounds of fraud, misrepresentation, or mistake, but shall be considered to resolve ambiguities in the terms of the subaward.

(c)

The provisions of this Agreement shall apply to any and all consultants, subcontractors, independent contractors, or other individuals employed by SBC or Georgetown for the purposes of this SBIR project.

(d)

It is understood that performance of the research contemplated in the SBIR project, as outlined in Attachment A, attached hereto, shall be carried out in the laboratory of Dr. Bhaskar Kallakury, who is a Professor and Researcher in the Pathology Department at Georgetown.

Background Intellectual Property.

(a)

“Background Intellectual Property” means property and the legal right therein of either or both Parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software.

(b)

This agreement shall not be construed as implying that either Party hereto shall have the right to use Background Intellectual Property of the other in connection with this SBIR except as otherwise provided hereunder..

(c)

Georgetown’s Background Intellectual Property that will be used in connection with the research and development activities for this SBIR project is in whole or part set forth in Attachment B, attached hereto (also referred to as “Licensed Technology”). Georgetown is the owner of certain cell lines, research material, intellectual property, know-how, “Conditionally Reprogrammed Cells” (also referred to as “CRC”) and CRC cultures, and CRC conditioned media, as may be described in the patent applications and/or further listed and/or defined in Exhibit B pertaining to what is also collectively referred to as “CRC Technology.” CRC Technology is exclusively licensed to a commercial partner (“Licensee”). Georgetown’s Licensee has certain restrictions on third party use of CRC Technology. Based upon the permitted uses as set forth in this Agreement and permission granted by Licensee for the use of the Licensed Technology hereunder, applicable solely with respect to initial discovery under this Phase I SBIR program, Georgetown grants SBC and SBC hereby accepts the rights to use CRC Technology and cells transformed under the research plan with CRC Technology solely for non- commercial use that is limited to academic research, education or other scholarly purposes with the following restrictions: a) research material and research material derived through CRC Technology shall not be used in humans; b) research material and research material derived through CRC Technology may not be further transferred without Georgetown’s express written permission; and c) research material and research material derived through CRC Technology shall not be used for any “Commercial Purpose” which shall include without limitation (i) for-profit sponsored research, other than the conditions as outlined hereunder with respect to the research and development activities under this SBIR; and/or (ii) fee-for-service and other activities, including without limitation, drug and chemical screening and profiling, proficiency testing, manufacturing and quality control, and development of diagnostic and therapeutic products and services. For the sake of clarity to this section, should a non-profit, governmental institution, or commercial entity seek to engage in sponsored research with SBC, and said sponsor require a license to practice the patent rights set forth in Attachment B or Licensed Technology as part of or as an outcome of the sponsored research, then the Licensee of the CRC technology shall have the sole authority and responsibility for providing a sublicense to said sponsor under market-appropriate terms. In the event the Parties hereto seek to engage in a Phase II or Phase III SBIR submission or agreement, the use of Licensed Technology shall be re-negotiated and subject to a license from Licensee who reserves the right to enter at that time.

Project Intellectual Property.

(a)

“Project Intellectual Property” means the legal rights relating to inventions (including Subject Inventions as defined in 37 CFR 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets, and any other legally protectable information, including computer software, first made or generated during the performance of this SBIR Agreement.

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(b)

The rights of the Parties to Project Intellectual Property made by their respective employees in the performance of this SBIR Agreement shall be as set forth in the Patent rights clause of 37 CFR 401.14.

Project Intellectual Property shall be owned by the inventor of such Project Intellectual Property, as defined under United States patent law. Ownership shall follow inventorship. Jointly made or generated Project Intellectual Property shall be jointly owned by the Parties. Each Party may obtain title to Project Intellectual Property made by the other Party and not elected by said Party.

The Parties agree that the Government shall have an irrevocable, nontransferable, royalty-free, nonexclusive license in all Project Intellectual Property, but only for the same purposes as the license respecting Subject Inventions that the Federal Government holds under the Patent rights clause of 37 CFR 401.14(b).

(c)

The Parties agree to disclose to each other, in writing, each and every Subject Invention and Project Intellectual Property, which may be patentable or otherwise protectable under the United States patent laws in Title 35, U.S.C, which arise out of the SBIR funded project. The Parties acknowledge that they will disclose Subject Inventions and Project Intellectual Property to each other within two (2) months after their respective inventor(s) first disclose the invention in writing, subject to confidentiality if necessary to maintain patentability of the Subject Invention and Project Intellectual Property.

(d)

Each Party hereto may use Project Intellectual Property of the other nonexclusively and without compensation solely in connection with the non-commercial research or development activities for this SBIR I project, including inclusion in SBIR I project reports to the AGENCY.

(e)

SBC will have an option to commercialize the Project Intellectual Property of Georgetown, subject to any rights of the Government or other sponsors as follows:

(1)

SBC shall receive a non-exclusive, royalty free license to use Project Intellectual Property developed solely or jointly by Georgetown for non-profit, academic or purely research purposes only in accordance with the restrictions set forth in Section 2 (c) and not for any Commercial Purpose without prior written permission from Georgetown. Any publication related to Project Intellectual Property shall acknowledge the original source of the materials, data and/or other intellectual property used therein and ownership by Georgetown as well as license by Licensee, as appropriate. SBC shall receive an exclusive option (“Option”) to negotiate a non- exclusive or exclusive, royalty-bearing commercial license to such Project Intellectual Property,. The Option shall be for an initial option period of six (6) months after such invention has been promptly reported to SBC (the “Option Period”), as reporting is set forth in Section 3(c) herein, provided that during the Option Period, SBC shall reimburse Georgetown for its reasonable out-of-pocket expenses for pursuing and maintaining patent or other intellectual property protection for the Project Intellectual Property. Except with the written consent of SBC, Georgetown will not voluntarily discontinue the pursuit and maintenance of any US patent protection during the Option Period. SBC may terminate the Option at will by giving written notice to Georgetown within the Option Period in which case Project Intellectual Property rights in Georgetown shall revert to Georgetown. At any time prior to the expiration or termination of the Option, SBC may exercise such Option by giving written notice to Georgetown, whereupon the Parties will promptly and in good faith enter into negotiations for an exclusive license to Georgetown’s rights in Project Intellectual Property. The terms of such license shall include, but not be limited to: (i) payment of reasonable royalties to Georgetown and/or Licensee on sales or leases of products or services which embody, or the development, manufacture or use of which involves employment of Project Intellectual Property; (ii) reimbursement by SBC of reasonable expenses incurred by Georgetown in seeking and maintaining patent or other intellectual property protection for the Project Intellectual Property; (iii) reasonable due diligence milestones and (iv) insurance and indemnity provisions reasonably acceptable to Georgetown’s insurance carrier.

	(2)	Georgetown shall receive a non-exclusive, royalty free license to use Project Intellectual Property owned and developed jointly by SBC and Georgetown for all purposes, subject to Licensee restrictions as applicable, up to and unless SBC exercises its Option, in which case the rights of the Parties shall be governed by the terms and conditions of such Option and ensuing license and/or other agreement as applicable. Any publication related to Project Intellectual Property shall acknowledge the original source of the PPEC and ownership by SBC.

(3)

Where more than one royalty might otherwise be due in respect of any product or service under a license granted pursuant to this Agreement, the Parties shall take such stacked royalty(ies) into good faith consideration in their negotiations with respect to such product or service.

Follow-on Research or Development

All follow-on work, including any licenses, contracts, subcontracts, sublicenses or arrangements of any type, shall contain appropriate provisions to implement the Project Intellectual Property rights provisions and other provisions of this Agreement and insure that the Parties and the Government obtain and retain such rights granted herein in all future resulting research, development, or commercialization work.

Confidentiality/Publication.

(a)

Background Intellectual Property, as well as other proprietary or confidential information of a Party disclosed orally or in tangible form to the other Party in connection with this SBIR project shall be reduced to writing (within thirty days of oral disclosures), marked “Confidential,” and received and held in confidence by the receiving party for a period of three (3) years from the date of disclosure. The following information shall not be considered confidential:

i) information that is now in the public domain or subsequently enters into the public domain, except through breach of this Agreement by receiving party;

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ii) information that was in receiving party’s possession prior to disclosure by disclosing party hereunder as evidenced by written records, and was not acquired directly or indirectly from disclosing party;

iii) information that was developed by or for receiving party from its own independent sources as evidenced by written records;

iv) information that receiving party receives from any third party not under any obligation to disclosing party to keep such information confidential; and

v) information that is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that receiving party shall use reasonable efforts under the circumstances to notify disclosing party of such requirement so as to provide disclosing party the opportunity to obtain such protective orders or other relief as the compelling court or other entity may grant,

(b)

Subject to the terms of paragraph (a) above, either Party may publish its results from this SBIR project and each Party agrees to provide another copy of any such publications within thirty (30) days of submission to provide the other Party time to review the proposed publications, identify material on which patent applications should be filed, and submit other comments. Each Party will give serious and good-faith consideration to any comments received from the other.

Liability.

(a)

Each Party disclaims all warranties running to the other or through the other to third parties, whether express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and freedom from infringement, as to any information, result, design, prototype, product or process deriving directly or indirectly and in whole or part from such Party in connection with this SBIR project.

(b)

SBC will indemnify and hold harmless Georgetown with regard to any claims arising in connection with the results or performance of this SBIR project by or under the authority of SBC. The Parties will indemnify and hold harmless the Government with regard to any claims arising in connection with the results or performance of this SBIR project.

(c)

Each Party hereby assumes any and all risk of personal injury and property damage attributable to the negligent acts or omissions of that Party and the officers, employees, and agents thereof.

Termination.

(d)

(a) This Agreement may be terminated by either Party upon forty-five (45) days written notice to the other Party. This Agreement may also be terminated by either Party in the event of the failure of the other Party to comply with the terms of this Agreement. In the event of termination, the Parties shall retain all rights to Project Intellectual Property developed up to and through the effective date of termination, including SBC’s right to the Option under the terms of the Agreement that may have accrued prior to termination. In the event of termination by SBC, SBC shall reimburse Georgetown for all reasonable expenses or uncancellable commitments incurred as of the date of notice of termination but not to exceed the total amount committed under this agreement. The confidentiality, use, and/or non-disclosure obligations of this Agreement shall survive any termination of this Agreement.

Separability of Provisions/Counterparts.

The provisions of this agreement are separable and in the event that any of its provisions are determined to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions. This Agreement may be executed via facsimile or via email of scanned signed copies and in counterparts, each of which shall be deemed an original and both of which, when taken together, shall constitute a single instrument.

AGREED TO AND ACCEPTED:

Small Business Concern

Shuttle Pharmaceuticals, Inc.

By:

/s/ Peter Dritschilo

Date:

1/23/2017

Print Name: Peter Dritschilo MBA

Title: President & CFO

Georgetown University

By:

/s/ Claudia Stewart

Date:

1/26/17

Claudia Stewart

Vice President for Technology Commercialization

Georgetown University

Read and Acknowledged by Dr. Bhaskar Kallakury

Of Georgetown University

/s/ Dr. Bhaskar Kallakury

Date:

1/23/17

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Attachment A

Statement of Work

STATEMENT OF WORK (Phase I) for the GU Sub-Contract

TITLE:

Cell-based models for prostate cancer health disparity research

PRINCIPAL INVESTIGATOR(S):

Johng S. Rhim, MD Prime Contract to Shuttle Pharmaceuticals, Inc.

	Bhaskar Kallkury, MD, PhD sub-Contract to GU
PROJECT DURATION:	9 months
COMPANY:	Shuttle Pharmaceuticals, LLC
SUBCONTRACTORS:	Georgetown University

Background Information and Objectives

Background Information

Prostate cancer health disparities studies have shown that African-American (AA) men are at higher risk for developing prostate cancer, as well as at higher risk of cancer specific death rates as compared to Caucasian American (CA) men. The causes of disparities have been attributed to socioeconomic differences, environmental exposures and biological factors. Most disparities studies have been population based, in part, due to the lack of relevant in vitro and in vivo models to support biological studies. In this Phase I proposal, we will develop an annotated AA prostate epithelial cancer cell line with donor matched normal prostate epithelial cells and blo-banked reference prostate tissues. To support the feasibility of establishing 50 prostate cancer cell lines from AA men in a subsequent Phase II application, we will prepare written protocols for tissue collection, processing, establishment of conditionally reprogrammed cells and the reagents necessary for performing studies with these cells. We will determine the commercial feasibility for cell distribution and reagent marketing through a private-public partnership.

Technical Objectives

The three technical objectives of this proposal focus on determining the feasibility for establishing paired cancer and normal epithelial cell lines from African-American patients presenting with prostate cancers. We will extend technology developed by colleagues at Georgetown University for growing “conditional reprogrammed cells” to clinical application for potential use in precision medicine. In the first objective, three previously harvested, de-identified and bio-banked prostate cells from AA patients will be grown and characterized in a process that will develop standard operating protocols and optimal media conditions. The second objective will be to determine if modifications of growth medium can promote growth without feeder layer cells to enhance wider applications for the AA cell lines. The third objective is to consolidate the intellectual property (cell-lines) within Georgetown University policies and obtain a license to develop and commercialize the cell lines for research and drug development in personalized medicine. Achieving the milestones for the phase I contract should allow SBIR staff to judge the feasibility for establishing 50 prostate epithelial cell lines from AA patients through a phase II contract that will include a commercialization plan for the prostate cell lines.

Objective 1: Grow paired cancer and normal epithelial cell line from AA prostate tumors and normal biopsy specimens bio-banked on protocol IRB protocol # 2012-163. GU will perform only items identified in bold type. GU will provide data for quarterly reporting by Shuttle to NIH. GU will assist in preparing SOPs for cell collection and growth.

Task 1.1. (performed by GU under sub-contract) Establish malignant and non-malignant cell lines from banked AA prostatectomy specimens.

Milestone 1.1. Expand and freeze 20 vials for each cell line to perform characterizations.

Task 1.2. (performed by Shuttle) Characterize and annotate AA cells.

Milestone 1.2. Have full characterization of established AA cell lines by cell origin, cell growth > 30 passages, capacity to form xenograft tumors, karyotype at early and late passages, expression of prostate tissue and tumor specific markers, STR analysis to authenticate the established cell lines and mycoplasma testing

Task 1.3. (performed by GU under sub-contract) Expand early passages of CRCs for freezing and banking in the CRC bio-repository.

Milestone 1.3. 50 vials of each normal/tumor pair with l-2xl0^6cells/vial will be frozen and banked.

Task 1.4. (performed by GU under sub-contract) Prepare written protocols for establishing cell lines and standard operating procedures (SOPs) for prostatectomy specimen processing and tissue acquisition for AA cell growth, maintenance, quality assurance and annotation.

Milestone 1.4. Have written protocols available for establishing AA cell lines and cell annotation. Provide complete annotation reports for AA cell lines analyzed in this Phase I effort.

Objective 2: Determine the optimal growth medium and conditions for growing prostate CRCs with and without irradiated feeder cells.

Task 2.1. Collect and concentrate the conditioned medium from J2-irradiated fibroblasts in sufficient quantity to support AA cell growth in SO flasks. Test effects of graded concentrations of conditioned medium on AA cells using telomerase and cell growth assays.

Milestone 2.1.1 Results of effects of conditioned medium and concentrated conditioned medium on cellular growth.

Milestone 2.1.2 Determine optimal conditioned medium supplement for AA prostate CRC cell growth based on telomerase assay and confirmed with a cell growth assay.

Task 2.2. Optimize the panel of supplementary growth factors for prostate CRC cell growth.

Milestone 2.2. A proprietary formula for concentrations of growth factors needed to promote efficient growth of AA CRC cultures using telomerase assays and cell growth assays.

Task 2.3. Compare cell characteristics under different growth conditions.

Milestone 2.3. The panel of growth, tumorigenicity, tissue and tumor tumor marker expression and STR analysis are available for paired cell lines.

Objective 3: Complete a licensing agreement with Georgetown University for rights for commercialization of AA derived cell to be established in Phase II. Prepare and submit a Phase II application.

Task 3.1 Negotiate a license from Georgetown University (or sublicense from Propagenlx) for marketing

rights for AA paired prostate cell lines.

Milestone 3.1 Georgetown University OTC licenses marketing rights for the AA cells or Propagenix sub- licenses marketing rights to Shuttle Pharmaceuticals.

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Task 3.2 Prepare and submit the final Phase I report with the licensing agreement to SBIR administration.

Milestone 3.3 Phase I milestones are met and support the technical and commercial feasibility to advance to Phase II.

Task 3.3 Submit the Phase II SBIR application.

Milestone 3.3 Phase II award allows continued work to establish 50 paired prostate cell lines from AA patients.

II.

Services to be Performed

General Requirements

The contractor shall independently perform all work and furnish all labor, materials, supplies, equipment, and services (except as otherwise specified in the contract).

All work will be monitored by the Government Project Officer identified in Section G of the contract.

Specific Requirements

Phase I Milestones and Timeline

(Please feel free to use format appropriate for your project)

		Months	Months	Months
		1-4	4-6	7-9

Objective 1		******	******	***

GU	Milestone 1.1. 3 paired cell cultures are expand and frozen (20 vials for each cell line)	X

Shuttle	Milestone 1.2. Characterization AA cell lines		X

GU	Milestone 1.3. 50 vials of each characterized normal/tumor cell line will be frozen and banked			X

Objective 2		***	******	******

Shuttle	Milestone 2.1. Effects of conditioned medium and concentrated conditioned medium are available		X	X

Shuttle	Milestone 2.2. A proprietary formula for defined concentrations of growth factors is developed			X

Shuttle	Milestone 2.3. Growth, tumorigenicity. and cell markers are available.			X

Objective 3			***	******

Shuttle	Milestone 3.1. GU OTC (or Propagenix) licenses marketing rights for the AA cells to Shuttle		X	X

Shuttle	Milestone 3.3. Phase I milestones are met and a Phase II application may advance			X

Pending	Milestone 3.3. Phase II award application allows work to establish 50 paired AA prostate cell lines			X

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Attachment B

Georgetown Background Intellectual Property

Conditionally Reprogrammed Cells (“CRC”), CRC Technology, know how, analysis and methodologies related thereto as described in:

Proc Natl Acad Sci U S A. 2012 Dec 4;109(49):20035-40

And protected under the following patent applications (GU Ref. No.: 2011-006), which are exclusively licensed to Propagenix Inc,:

Prov.Appl. No.: 61/413,291

Prov. Appl. No.: 61/474,901

PCT Appl. No.: US11/060378 (and foreign filings in Canada (2,817,712); Europe (11839723.1); Japan (2013-538933); and Hong Kong (13/885,078))

US Application No.: 13/885,078, 9,279,106 “Immortalization of Epithelial Cells and Methods of Use”

US Con’t14/498,089

US Con’t 15/040,770

US Con’t 15/040,783

For purposes of this Agreement, CRC Conditioned Madia shall be defined as: media described within the above patent(s), without limitation, a calcium containing basal media that has been incubated with division-arrested NIH-3T3 J2 cells, plus addition of an inhibitor of Rho Kinase (ROCK), whether sold as a mixture or as a separate component for the purpose of reconstituting CRC Conditioned Media. Patentable components or subsets of components shall be treated as derivatives.

For purposes of this Agreement, CRC Cultures shall be defined as: normal or diseased primary epithelial cells, tumor cells, or any other type of cell type from any organism, expanded using the methods described in the above patent(s), including without limitation, either co-culture or division-arrested J2 cells in calcium-containing media plus ROCK inhibitor, or CRC Conditioned Media, and any derivatives.

EX-10.13 10 s105258_ex10-13.htm EXHIBIT 10-13

Exhibit 10.13

PNC BANK, NATIONAL ASSOCIATION

Investor Deposit Escrow Agreement

This Investor Deposit Escrow Agreement (this “Agreement”), dated as of ________ __, 2017, is by and between Shuttle Pharmaceuticals, Inc., a Maryland corporation, having its principal place of business at 1 Research Court, Suite 450, Rockville, Maryland 20850 (the “Company”) and PNC Bank, National Association, a national banking association with its principal place of business at _________________________________________ (the "Escrow Agent"). The Company and the Escrow Agent are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, the Company, pursuant to a Registration Statement on Form S-1 (File No. 333-215027), filed under the Securities Act of 1933, as amended (the “Securities Act”) is offering, on a self-underwritten, “best efforts, minimum-maximum” basis. a minimum of 1,250,000 shares (“Shares”) of its common stock (the “Minimum Offering”) and a maximum of 4,500,000 Shares (the “Maximum Offering,” and together with the Minimum Offering,, the “Offering”), at an offering price of $8.00 per Share (the “Offering Price”); and

WHEREAS, in compliance with the requirements of the Securities Act and the rules and regulations thereunder, Company wishes to create a segregated escrow account with the Escrow Agent on behalf of the Company and for the benefit of each person or entity that wishes to invest in the Offering (each an “Investor” and collectively, “Investors”) to deposit their Offering Price until the Company receives subscriptions for the Minimum Offering and the subscriptions for the Minimum Offering are closed upon (“Closing”); and

WHEREAS, each Investor will deliver an amount equal to his, her or its Offering Price to be held in a non-interest bearing escrow account established hereby (the “Escrow Account”) until the Escrow Agent has received an aggregate of $10,000,000 in funds from Investors in subscriptions for the Offering and the Escrow Agent receives notice from the Company of Closing (the “Escrow Period”), unless earlier released in accordance with the terms hereof; and

WHEREAS, the Parties desire to set forth their understandings with regard to the Escrow Account.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and agreements of the Parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Recitals. The above recitals are true and correct and are incorporated herein by reference.

2. Appointment of Escrow Agent. The Company hereby appoints the Escrow Agent as the agent to hold in escrow, and to administer the disposition of, the Escrow Fund (as defined below) in accordance with the terms of this Agreement, and the Escrow Agent accepts such appointment. The names and true signatures of each individual authorized to act singly on behalf of the Company under this Agreement (the “Authorized Persons”) are stated in Schedule A to this Agreement, as the same may be amended or supplemented from time to time by the Company.

3. Establishment of Escrow. Following execution and delivery of this Agreement by the Company and the Escrow Agent, the Company shall, from time to time, deposit or cause to be deposited with the Escrow Agent, the Offering Price paid by each Investor, and the Escrow Agent shall promptly upon request acknowledge to the Company the receipt of any funds so deposited. The Offering Price and all additional amounts now or hereafter deposited with the Escrow Agent shall be referred to as the “Escrow Fund.”

4. Customer Identification and TIN Certification. To help the government fight the funding of terrorism and money laundering activities, Federal laws require all financial institutions to obtain, verify and record information that identifies each individual or entity that opens an account. Therefore, the Escrow Agent must obtain the name, address, taxpayer or other government identification number, and other information, such as date of birth for individuals, for each individual and business entity that is a Party to this Agreement. Accordingly, prior to the execution of this Agreement, the Company shall provide to the Escrow Agent a completed IRS Form W-9, and every individual executing this Agreement on behalf of the Company shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification acceptable to the Escrow Agent. The Company agrees to provide to the Escrow Agent such organizational documents and documents establishing the authority of any individual acting in a representative capacity as the Escrow Agent may require in order to comply with its established practices, procedures and policies.

5. Deposit of the Escrow Fund. The Escrow Agent shall deposit the Escrow Fund in the Escrow Account, which shall be a non-interest bearing deposit account at the Escrow Agent. The Escrow Agent is authorized and directed to assign the tax identification number certified by the Company to the Escrow Account. In no instance shall the Escrow Agent have any obligation to provide investment advice of any kind. The Escrow Agent shall not be liable or responsible for any loss resulting from any deposits made pursuant to this Section 5, other than as a result of the gross negligence or willful misconduct of the Escrow Agent as set forth herein.

6. Release of the Escrow Fund.

(a) If the Offering is terminated at any time prior to Closing of the Minimum Offering, then the Escrow Agent shall, upon written notification from the Company to the Escrow Agent, promptly release the Escrow Funds to individual Investors in accordance with wire transfer instructions set forth in such written notification or if wire transfer instructions are not included in such written notification, by check to the delivery addresses set forth in such written notification.

(b) If the Company decides not to accept an Investor after the Investor has made a deposit of his, her or its Offering Price with the Escrow Agent, the Company shall provide a written notification of such to the Escrow Agent, which then shall promptly return the Investor’s deposit of the Offering Price to the Investor by the wire transfer instructions set forth in the written notification or if wire transfer instructions are not set forth in the written notification, by check to the delivery addresses set forth in such written notification.

(c) Whenever the Company determines to hold Closing of the Offering (at any time after the Company receives subscriptions for at least the Minimum Offering and the proceeds thereof are deposited in the Escrow Account hereunder), the Company shall provide the Escrow Agent with a written notification thereof, which notification shall specify the Investors whose subscriptions are being closed upon, the amount to be released from the Escrow Fund and the identity of persons to whom such amounts are to be released from the Escrow Fund and wire transfer instructions (if payment is to be made by wire transfer) or delivery addresses (if payment is to be made by check), for each payee. Upon receipt, the Escrow Agent shall promptly release monies from the Escrow Fund in accordance with the instructions set forth in the written notification.

(d) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance the Escrow Fund, the Escrow Agent shall release the balance in the Escrow Fund and shall have no liability or responsibility to the Company for any deficiency.

7. Methods of Payment. All payments required to be made by the Escrow Agent under this Agreement shall be made by wire transfer or by check, as set forth in the written notifications furnished by the Company to the Escrow Agent hereunder. Any wire transfers shall be made subject to, and in accordance with, the Escrow Agent’s normal funds transfer procedures in effect from time to time. The Escrow Agent shall be entitled to rely upon all bank and account information provided to the Escrow Agent by the Company. The Escrow Agent shall have no duty to verify or otherwise confirm any written wire transfer instructions but it may do so in its discretion on any occasion without incurring any liability to the Company or any Investor for failing to do so on any other occasion. The Escrow Agent shall process all wire transfers based on bank identification and account numbers rather than the names of the intended recipient of the funds, even if such numbers pertain to a recipient other than the recipient identified in the payment instructions. The Escrow Agent shall have no duty to detect any such inconsistencies and shall resolve any such inconsistencies by using the account number.

8. Responsibilities and Liability of Escrow Agent.

(a) Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws and it shall have no implied duties. The Escrow Agent shall not be bound by, deemed to have knowledge of, or have any obligation to make inquiry into or consider, any term or provision of any agreement between the Company, the Investors and/or any other third party or as to which the escrow relationship created by this Agreement relates, including without limitation any documents referenced in this Agreement.

(b) Limitations on Liability of Escrow Agent. Except in cases of the Escrow Agent's bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine; (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Agreement or the Escrow Agent's duties, has been duly authorized to do so; and (iii) in acting or failing to act in good faith on the advice of any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission, except as a result of its bad faith, willful misconduct or gross negligence. The Escrow Agent shall not be responsible for any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence.

In connection with any payments that the Escrow Agent is instructed to make by wire transfer, the Escrow Agent shall not be liable for the acts or omissions of (x) the Company or other person providing such instructions, including without limitation errors as to the amount, bank information or bank account number; or (y) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and no such person or entity shall be deemed to be an agent of the Escrow Agent.

Without limiting the generality of the foregoing, it is agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the Company and/or the Investors may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent's services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent's reasonable control.

In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Funds which, in the Escrow Agent's reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall be under no duty to institute or defend any legal proceedings, although the Escrow Agent may, in its discretion and at the expense of the Company as provided in Subsections 8(c) or (d) immediately below, institute or defend such proceedings.

(c) Indemnification of Escrow Agent. The Company agrees to indemnify the Escrow Agent for, and to hold it harmless against, any and all claims, suits, actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities and expenses (including reasonable legal fees and expenses of attorneys chosen by the Escrow Agent) as and when incurred, arising out of or based upon any act, omission, alleged act or alleged omission by the Escrow Agent or any other cause, in any case in connection with the acceptance of, or performance or non-performance by the Escrow Agent of, any of the Escrow Agent's duties under this Agreement, except as a result of the Escrow Agent's bad faith, willful misconduct or gross negligence.

(d) Authority to Interplead. The Company hereby authorizes the Escrow Agent, if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Fund with the clerk of that court. In the event of any dispute, the Escrow Agent shall be entitled to petition a court of competent jurisdiction and shall perform any acts ordered by such court.

9. Termination. This Agreement and all the obligations of the Escrow Agent shall terminate upon the earliest to occur of the release of the entire Escrow Fund by the Escrow Agent in accordance with this Agreement or the deposit of the Escrow Fund by the Escrow Agent in accordance with Subsection 8(d) hereof.

10. Removal of Escrow Agent The Company, by written notification, shall have the right to terminate the appointment of the Escrow Agent, specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation to the Company and/or any Investor except to hold the Escrow Fund as depository and not otherwise. The Company agrees that it will appoint a banking corporation, trust company or attorney as successor escrow agent. Escrow Agent shall refrain from taking any action until it shall receive written notification from the Company designating the successor escrow agent. Escrow Agent shall deliver all of the Escrow Fund to such successor escrow agent in accordance with such notification and upon receipt of the Escrow Fund, the successor escrow agent shall be bound by all of the provisions of this Agreement.

11. Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties and obligations hereunder at any time by giving no less than ten (10) days' prior written notice of such resignation to the Company, specifying the date when such resignation will take effect. Thereafter, the Escrow Agent shall have no further obligation to the Company and/or any Investor except to hold the Escrow Fund as depository and not otherwise. In the event of such resignation, the Company agrees that the Company will appoint a banking corporation, trust company, or attorney as successor escrow agent within ten (10) days of notice of such resignation. The Escrow Agent shall refrain from taking any action until it shall receive joint written notification from the Company designating the successor escrow agent. The Escrow Agent shall deliver all of the Escrow Fund to such successor escrow agent in accordance with such notification and upon receipt of the Escrow Fund, the successor escrow agent shall be bound by all of the provisions of this Agreement.

12. Accounting. On a monthly basis, the Escrow Agent shall render a written statement setting forth the balance of the Escrow Fund, which statements shall be delivered to the Company at the address of such parties set forth in Section 15.

13. Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 8 shall survive any resignation or removal of the Escrow Agent, and any termination of this Agreement.

14. Escrow Agent Fees, Costs, and Expenses. In consideration of the services provided by the Escrow Agent in the performance of its duties hereunder, the Escrow Agent shall charge a onetime administrative fee of $_________ payable in advance upon execution of this Agreement, and shall be entitled to be reimbursed for its customary fees and charges for any wire transfers or other depository services rendered in connection with the Escrow Fund and any delivery charges or other out of pocket expenses incurred in connection the Escrow Fund. The Company acknowledges its obligation to pay any fees, expenses and other amounts owed to the Escrow Agent pursuant to this Agreement. The Escrow Agent shall send invoices for fees, expenses and other amounts owed to the Escrow Agent under this Agreement to the Company’s address set forth in Section 15. The Escrow Agent shall not be entitled to pay itself for any fees, expenses or other amounts owed to the Escrow Agent out of the amounts held in the Escrow Fund. The Company agrees that the Escrow Agent shall be entitled to withhold any distribution otherwise required to be made from the Escrow Fund if any fees, expenses or other amounts owed to the Escrow Agent under this Agreement remain unpaid on the date such distribution would otherwise be made.

15. Notices. All notices under this Agreement shall be transmitted to the respective parties, shall be in writing and shall be considered to have been duly given or served when personally delivered to any individual party, or on the first (1st) business day after the date of deposit with an overnight courier for next day delivery, postage paid, or on the third (3rd) business day after deposit in the United States mail, certified, return receipt requested, postage prepaid, or on the date of telecopy, fax or similar transmission during normal business hours, as evidenced by mechanical confirmation of such telecopy, fax or similar transmission, addressed in all cases to the party at his or its address set forth below, or to such other address as such party may designate, provided that notices will be deemed to have given to the Escrow Agent on the actual date received:

If to the Company:	Shuttle Pharmaceuticals, Inc.
	1 Research Court, Suite 450
	Rockville, Maryland 20850
	Attention: __________________
	Phone: (240) 403-4212
	Fax: ______________
	Email: _____________

If to the Escrow Agent:	PNC Bank, National Association, Escrow Agent


	Attention:
	Phone:
	Fax:
	Email:

Any notice, except notice by the Escrow Agent, may be given on behalf of any party by its counsel or other authorized representative. In all cases the Escrow Agent shall be entitled to rely on a copy or a fax or .pdf transmission of any document with the same legal effect as if it were the original of such document.

16. Modifications; Waiver. This Agreement may not be altered or modified without the express prior written consent of all of the parties to this Agreement. No course of conduct shall constitute a waiver of any terms or conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion.

17. Further Assurances. If at any time the Escrow Agent shall determine or be advised that any further agreements, assurances or other documents are reasonably necessary or desirable to carry out the provisions of this Agreement and the transactions contemplated by this Agreement, the Company shall execute and deliver any and all such agreements or other documents, and do all things reasonably necessary or appropriate to carry out fully the provisions of this Agreement.

18. Assignment. This Agreement shall inure to the benefit of and be binding upon the successors, heirs, personal representatives, and permitted assigns of the parties. This Agreement is freely assignable by the Company provided, however, that no assignment by the Company, or it successors or assigns, shall be effective unless prior written notice of such assignment is given to the Escrow Agent. This Agreement may not be assigned by the Escrow Agent, except that upon prior written notification to the Company, the Escrow Agent may assign this Agreement to an affiliated or successor bank or other qualified bank entity.

19. Section Headings. The section headings contained in this Agreement are inserted for purposes of convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

20. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of ___________________, without regard to principles of conflicts of law.

21. Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of copies of this Escrow Agreement and of signature pages by facsimile, .pdf or other electronic transmission shall constitute effective execution and delivery of this Escrow Agreement as to the parties and may be used in lieu of the original Escrow Agreement for all purposes (and such signatures of the parties transmitted by facsimile, .pdf or other electronic transmission shall be deemed to be their original signatures for all purposes).

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	THE COMPANY:

	SHUTTLE PHARMACEUTICALS, INC.

	By:
		Anatoly Dritschillo, M.D.

	THE ESCROW AGENT:

	PNC BANK, NATIONAL ASSOCIATION

	By:
		Name:
		Title:

SCHEDULE A

Authorized Persons

Name		Title		Signature

EX-23.1 11 s105258_ex23-1.htm EXHIBIT 23-1

Exhibit 23.1

Shuttle Pharmaceuticals, Inc.

1 Research Court, Suite 450

Rockville, Maryland 20850

Gentlemen:

We consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 of our report dated November 14, 2016 relating to the financial statements of Shuttle Pharmaceuticals, LLC. as of and for the years ended December 31, 2015 and 2014, and to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Paritz & Company, P.A.

Paritz & Company, P.A.

Hackensack, New Jersey

February 13, 2017

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SHUTTLE PHARMACEUTICALS, INC.

1 RESEARCH COURT, SUITE 450

ROCKVILLE, MD 20850

February 13, 2017

Via EDGAR



Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4546

100 “F” Street, N.E.

Washington, D.C. 20549-3629

Attention: Ms. Suzanne Hayes

Ms. Mary Beth Breslin

Re: Shuttle Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed December 9, 2016

File No. 333-215027

Ladies and Gentlemen:

In response to the Staff’s letter of January 7, 2017, Shuttle Pharmaceuticals, Inc. (the “Company”) hereby files Amendment No. 1 to the Registration Statement on Form S-1.

The following sets forth the Company’s response to the comments set forth in the Staff’s letter. For your convenience, the response to each comment follows the comment itself.

Prospectus Cover Page

Comment:

1.          Although you describe your offering as a best efforts offering that requires no minimum number of shares to be subscribed for, you also state that you will not consummate any sale until you have received subscription and payment for at least 1,125,000 shares. This appears to be a minimum sale contingency. Accordingly, please revise your description of the offering to remove the language indicating there is no minimum number of shares to be sold in the offering. Further, expand your disclosure to describe the terms of the segregated or escrow account in which you will hold the purchasers’ funds until the minimum threshold is reached and the date by which the minimum must be reached. Also describe the terms under which you will return investors’ funds in the event the minimum is not reached.

Securities and Exchange Commission

Division of Corporation Finance

February 13, 2017

Page 2

Response:

In response to the Staff’s comment, the Company has revised the description of the offering and added disclosure regarding the escrow of investors’ funds on the prospectus cover page, in the subsection of the “Prospectus Summary” entitled “The Offering – Plan of Distribution” and in the “Plan of Distribution” section of the prospectus.

Comment:

2.          Please describe briefly on the cover page and in more detail in the “Plan of Distribution” section on page 76 how the shares will be marketed and how your executive officers and directors will identify potential investors in the offering. Please also tell us whether Mr. Starkweather will be participating in the sales of your securities, and if so, tell us the basis for his reliance on the safe harbor in Rule 3a4-1 in light of his involvement with S5 Capital Group.

Response:

The Company has added the requested disclosure regarding the marketing of the shares on the cover page and the “Plan of Distribution” section on page 76 of the prospectus. Mr. Starkweather may participate in the marketing of the shares and the identification of potential investors. However, he is not acting as a broker or dealer and will not receive compensation related to his participation in the sale of the shares. Furthermore, S5 Capital Group is not a broker or dealer.

Overview, page 4

Comment:

3.          In light of the discussion of your competitors on page 55, please revise to disclose the basis for your belief that your product candidates are “first-in-class.”

Response:

The requested disclosure was added to the “Overview” subsection of the “Prospectus Summary” on page 4 and the “Overview” subsection of “Business” on page 47 of the prospectus.

Comment:

4.          We note your reference to Doranidazole as your second product candidate. However, we also note that the clinical trials for Doranidazole are currently being conducted by Pola Pharmaceuticals, Inc. and it does not appear that you have yet exercised your exclusive option from Pola to license Doranidazole for development and commercialization in the U.S. Accordingly, please revise your disclosure to clarify your current ownership rights with respect to Doranidazole and whether you have negotiated a commercialization and development license with Pola.

Securities and Exchange Commission

Division of Corporation Finance

February 13, 2017

Page 3

Response:

In response to the Staff’s comments, the Company had added additional information regarding the option from Pola Pharma, Inc. to license Doranidazole in the “Overview” subsection of the “Prospectus Summary” on page 4 and the “Overview” subsection of “Business” on page 47 of the prospectus. The Company notes that the terms of the license agreement with Pola are under negotiation.

Use of Proceeds, page 41

Comment:

5.          Please amend your disclosure to include the estimated amount of proceeds you plan to allocate for each product candidate and indication.

Response:

In response to the Staff’s comment, the requested disclosure was added to the “Use of Proceeds” section on page 41.

Comment:

6.          It appears from your disclosure that the proceeds from the offering will not be sufficient to fund development of your product candidates through regulatory approval and commercialization. Please revise to make this clear, if true, and disclose the amounts and sources of other funds needed to reach regulatory approval and commercialization for each product candidate. Refer to Instruction 3 to Item 504 of Regulation S-K.

Response:

In response to the Staff’s comment, the requested disclosure was added to the “Use of Proceeds” section on page 41 of the prospectus.

Capitalization, page 42

Comment:

7.          Please ensure that the balance sheet information presented herein is consistent with your balance sheet presented on page F-12. In addition, ensure that the pro forma as adjusted table reflects the conversion of debt and common stock previously outstanding.

Response:

The Company has made revisions to the capitalization table on page 42 of the prospectus in accordance with the Staff’s comments.

Securities and Exchange Commission

Division of Corporation Finance

February 13, 2017

Page 4

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of operations

Comparison of Nine Months Ended September 30, 2015 and 2016, page 44

Comment:

8.          Please explain the factors underlying the significant changes in your line items on the financial statements. Identifying the types of costs that fluctuated between the periods does not appear sufficient to understand the changes in your operations.

Response:

As requested by the Staff, the Company has expanded the disclosure regarding the changes in the line items on the financial statements on page 44 of the prospectus.

Business, page 47

Comment:

9.          Please revise to provide a description of the clinical trials that you have conducted and their current status, including the primary purpose of the trials, when they were conducted, the number of patients, the primary and secondary endpoints, and whether such endpoints were achieved. In addition, please disclose the date the IND was filed and identify the applicable indication, or explain why an IND was not required for such trial.

Response:

In response to the Staff’s comment, the Company has expanded the scope of the description of the clinical trials and the additional requested disclosure in the “Business” section of the prospectus.

Intellectual Property, page 54

Comment:

10.         Please revise your disclosure to identify the anticipated patent expiration dates and the type of patent protection, such as composition of matter, use, or process, for each of your patent applications.

Response:

The Company has added additional information regarding the patent applications in the “Intellectual Property” section of the prospectus on page 54.

Securities and Exchange Commission

Division of Corporation Finance

February 13, 2017

Page 5

Directors and Executive Officers, page 64

Comment:

11.         With respect to your officers and directors, please revise to discuss the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director. See Item 401(e)(1) of Regulation S-K.

Response:

In response to the Staff’s comment, we have revised the “Directors and Executive Officers” section on page 64 of the prospectus to include the information requested.

Comment:

12.         Please revise to expand and clarify the business experience during the past five years for Michael J. Starkweather. For instance, it appears that during that time period, Mr. Starkweather had been an officer and director of Golden Global Corporation and other entities, and we note from your website that he is a senior partner of a consulting firm he founded. See Item 401(e)(1) and (2) of Regulation S-K.

Response:

In response to the Staff’s comment, we have revised the “Directors and Executive Officers” section on page 64 of the prospectus to include the information requested with respect to Mr. Starkweather.

Comment:

13.         Please provide the disclosure required by Item 401(f)(1) with respect to Mr. Starkweather. In this regard, we note the Form 8-K filed on January 4, 2016.

Response:

In response to the Staff’s comment, we have revised the “Directors and Executive Officers” section on page 64 of the prospectus to include the information requested with respect to Mr. Starkweather.

Securities and Exchange Commission

Division of Corporation Finance

February 13, 2017

Page 6

Certain Relationships and Related Transactions, page 72

Comment:

14.         We note that Dale S. Bergman, a partner at the law firm that will be providing the legal opinion on the validity of the securities that are being registered, signed your Articles of Incorporation as the sole incorporator and thus appears to be a promoter as defined by Rule 405 of Regulation C. Please disclose this relationship and the nature and amount of anything of value received or to be received by him, directly or indirectly, and anything that you received from him. Please refer to Item 404(c) of Regulation S-K. In addition, please update your disclosure under the heading of Experts on page 78 to indicate that the counsel which will be providing the opinion of the validity of the securities being registered is a promoter. Please refer to Item 509 of Regulation S-K.

Response:

In response to the Staff’s comment, we advise the Staff that Mr. Bergman signed the Articles of Incorporation in solely an administrative and ministerial capacity in connection with the conversion of the Company from a limited liability company to a corporation and therefore is not a promoter as defined by Rule 405 of Regulation C.

Financial Statements for the Fiscal Year Ended December 31, 2015

Notes to Financial Statements

Note 1 Nature of Organization

Operations, page F-7

Comment:

15.         Please disclose the significant terms of the option rights you acquired from Pola Pharma, including your rights and obligations, the costs you incurred under the agreement, exercise price. Also, please clarify if the option has been exercised. Refer to ASC 808-50-1.

Response:

The Company has added a description of the significant terms of the agreement with Pola Pharma to Note 1 on page F-7 of the prospectus. In addition, the Company has noted herein that it has not yet exercised the option.

Note 3 Summary of Significant Accounting Policies

Research and Development Expenses, page F-8

Comment:

16.        Please disclose the significant terms of all of the SBIR contracts, including:

· The duration of the contract;

· The amount of the contract, including the maximum reimbursement available;

· Description of how the reimbursement amount is determined;

· Timing of the reimbursements;

· The amount of reimbursement received as of the most recent balance sheet date;

· The conditions of the contracts; and

· Whether there is a repayment obligation.

Securities and Exchange Commission

Division of Corporation Finance

February 13, 2017

Page 7

Refer to ASC 730-20-50. In addition, please explain to us the basis for your accounting treatment for reimbursements. Please cite any applicable accounting literature used.

Response:

We have added a description of the significant terms of the SBIR contracts and included the requested explanation regarding accounting treatment of reimbursements in Note 3 on page F-8.

Comment:

17.         Please also disclose the significant terms of the collaboration agreement with Brown University – Lifespan/Rhode Island Hospital and Georgetown University. Refer to ASC 808-50-1.

Response:

A description of the significant terms of the collaboration agreement has been added to Note 3 on page F-8.

Financial Statements for the Quarterly Period Ended September 30, 2016

Balance Sheets, page F-12

Comment:

18.         Please tell us why December 31, 2015 equity section presented herein and on page 12 does not agree to the information presented on page F-3.

Response:

Upon the conversion of the Company from a limited liability company to a corporation, the equity section of the balance sheet has been shown to reflect the shares issued. The Company presented a reclassification of the December 31, 2015 equity section of the balance sheet to show the classification of total members equity as previously presented and to reflect the presentation after the conversion for the September 30, 2016 balance sheet. The Company has added a related disclosure to Note 9 on page F-19.

Notes to Financial Statements

Note 3 Summary of Significant Accounting Policies

Income Taxes, page F-18

Securities and Exchange Commission

Division of Corporation Finance

February 13, 2017

Page 8

Comment:

19.        Since you state on page F-15 that you are no longer a LLC, but a corporation, please revise your disclosure accordingly.

Response:

In response to the Staff’s comment, the Company has revised the disclosure contained in Note 3 on page F-18.

Recent Sales of Unregistered Securities, page II-1

Comment:

20.        Please provide disclosure pursuant to Item 701 of Regulation S-K with respect to the shares issued in the conversion transaction that occurred in August 2016 as mentioned in Note (7) on page F-11, as well as any securities sold in the 2015 offering mentioned in Note (2) on page F-7.

Response:

The Company has added a disclosure related to the shares issued in the August 2016 conversion transaction on page II-1. The reference to a 2015 offering was deleted since it did not occur and there were no securities sold.

Exhibits, page II-2

Comment:

21.        Please file as exhibits your agreement with Pola Pharmaceuticals, Inc., the SBIR contracts, and the agreement with Brown University – Lifespan/Rhode Island Hospital and Georgetown University. Refer to Item 601(b)(10) of Regulation S-K.

Response:

The Company has filed the requested documents as exhibits to the registration statement.

Other Comments

Comment:

22.        Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on our behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

Securities and Exchange Commission

Division of Corporation Finance

February 13, 2017

Page 9

Response:

As of the date of this letter, there have not been any written communications to potential investors. The Company will provide copies of any future written communications.

Comment:

23.         Please provide us proofs of all graphics, visual, or photographic information you will provide in the printed prospectus prior to its use, for example in a preliminary prospectus. Please note that we may have comments regarding this material.

Response:

The Company has provided graphic, visual or photographic information on page 52 and 53 of the registration statement.

If you have any further questions or comments, kindly contact the undersigned at (240) 403-4212 or our counsel, Dale S. Bergman, Esq. of Gutierrez Bergman Boulris, PLLC at (786) 888-1744.

Very truly yours,

SHUTTLE PHARMACEUTICALS, INC.

By: /s/ Anatoly Dritschilo

Anatoly Dritschilo, M. D.

Chief Executive Officer

	Very truly yours,

	SHUTTLE PHARMACEUTICALS, INC.

	By:	/s/ Anatoly Dritschilo
		Anatoly Dritschilo, M. D.
		Chief Executive Officer

By an Authorized Official of PRIME RECIPIENT:

By an Authorized Official of SUBRECIPIENT:

/s/ Anatoly Dritschilo

Anatoly Dritschilo, MD - CEO