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EXHIBIT 10.35
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DOE F 4600.1 (3-85) EXHIBIT 10.35
U.S. DEPARTMENT OF ENERGY
NOTICE OF FINANCIAL ASSISTANCE AWARD
Under the authority of Public Law 95-91, U.S. DEPARTMENT OF ENERGY ORGANIZATION
ACT and subject to legislation, regulations and policies applicable to (cite
legislative program title):
HEALTH AND ENVIRONMENTAL RESEARCH
---------------------------------
1. PROJECT TITLE
Microbial Genome Sequencing
2. INSTRUMENT TYPE
___ GRANT X COOPERATIVE AGREEMENT
---
3. RECIPIENT (Name, address, zip code, area code and telephone No.)
Collaborative Research, Inc.
1365 Main Street
Waltham, MA 02154 617/487-7979
4. INSTRUMENT NO.
DE-FC02-95ER61967
5. AMENDMENT NO.
A000
6. BUDGET PERIOD
FROM: 12/01/94
THRU: 11/30/95
7. PROJECT PERIOD
FROM: 12/01/94
THRU: 11/30/97
8. RECIPIENT PROJECT DIRECTOR (Name and telephone No.)
Douglas R. Smith 617/487-7979
9. RECIPIENT BUSINESS OFFICER (Name and telephone No.)
Gerald F. Vovis 617/487-7979
10. TYPE OF AWARD
X NEW ___ CONTINUATION ___ RENEWAL
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___ REVISION ___ SUPPLEMENT ___ OTHER
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11. DOE PROJECT OFFICER (Name, address, zip code, telephone No.)
D. Jay Grimes, ER-74
U.S. Department of Energy
Washington, D.C. 20585 301/903-4183
12. ADMINISTERED FOR DOE BY (Name, address, zip code, telephone No.)
Susan K. Borthwick, Contract Specialist
U.S. Department of Energy
9800 South Cass Avenue
Argonne, IL 60439 708/252-2377
13. RECIPIENT TYPE
___ STATE GOV'T
___ INDIAN TRIBAL GOV'T
___ HOSPITAL
X FOR PROFIT ORGANIZATION
---
___ INDIVIDUAL
___ LOCAL GOV'T
___ INSTITUTION OF HIGHER EDUCATION
___ OTHER NONPROFIT ORGANIZATION
X C ___ P ___ SP
---
___ OTHER (Specify) _____________
14. ACCOUNTING AND APPROPRIATIONS DATA
a. Appropriation Symbol
89X0224.91
b. B&R Number
KP0203/KP0402
c. FT/AFP/OC
YA/CH/410
d. CFA Number
N/A
15. EMPLOYER I.D. NUMBER/SSN
042297484
16. BUDGET AND FUNDING INFORMATION
a. Current Budget Period Information
(1) DOE Funds Obligated This Action $1,000,000.00
(2) DOE Funds Authorized for Carry Over $-0-
(3) DOE Funds Previously Obligated in this Budget Period $-0-
(4) DOE Share of Total Approved Budget $1,000,000.00
(5) Recipient Share of Total Approved Budget $-0-
(6) Total Approved Budget $1,000,000.00
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b. Cumulative DOE Obligations
(1) This Budget Period $ 1,100,000.00
[Total of lines a.(1) and a.(3)]
(2) Prior Budget Periods $ - 0 -
(3) Project Period to Date $ 1,100,000.00
[Total of lines b.(1) and b.(2)]
17. TOTAL ESTIMATED COST OF PROJECT $ N/A
(This is the current estimated cost of the project. It is not a promise to
award nor an authorization to expend funds in this amount.)
18. AWARD/AGREEMENT TERMS AND CONDITIONS
This award/agreement consists of this form plus the following:
a. Special terms and conditions (if grant) or schedule, general
provisions, special provisions (if cooperative agreement)
b. Applicable program regulations (specify ) 10 CFR Part 605
(Date) 1/1/93
c. DOE Assistance Regulations, 10 CFR Part 600, as amended, Subparts A
and B and X C (Cooperative Agreements).
d. Application/proposal dated 4/20/94 ,
X as submitted
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--- with changes as negotiated
19. REMARKS
- See attached Page No. 2 of this Notice of Financial Assistance Award.
20. EVIDENCE OF RECIPIENT ACCEPTANCE
/s/ Gerald F. Vovis 1/6/95
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(Signature of Authorized Recipient Official) (Date)
Gerald F. Vovis, Ph.D.
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(Name)
Senior V.P., Research & Development
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(Title)
21. AWARDED BY
/s/ James R. Bieschke, Branch Chief 12/21/94
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(Signature) (Date)
James R. Bieschke, Branch Chief
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(Name)
Contracts Division
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(Title)
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Amendment No. A000 to
Cooperative Agreement
No. DE-FC02-95ER61967
Page No. 2
19. REMARKS (continued)
a. The following terms and conditions, attached hereto, are made a part
hereof:
1. Budget Pages (DOE F 4620.1) which set forth the approved budgets
for budget periods 1, 2, and 3;
2. DOE General Terms and Conditions for Research Financial
Assistance Awards, coded GPRG-0694;
3. Special Terms and Conditions for Research Financial Assistance
Awards, coded SPRG-1094;
4. Federal Assistance Reporting Checklist dated 3/28/94; and
5. Intellectual Property Provisions for Grants with Profit-Making
Organizations and Individuals - Small Business, coded GPSB-987.
6. Additional Special Provisions, coded SP-1294
b. All references to grant(s) contained herein shall be interpreted to
mean Cooperative Agreement(s). All references to the term grantee,
Participant, recipient or awardee contained herein shall be
interpreted to mean Collaborative Research, Inc.
c. In accordance with 10 CFR 600.125(e)(1) preaward expenditures of
otherwise allowable costs incurred by the recipient on or after
December 1, 1994 through the date contained in Block 21. of the
NOTICE OF FINANCIAL ASSISTANCE AWARD are hereby authorized.
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Equipment Year 1 Year 2 Year 3
Description Unit Price Amount # Amount # Amount #
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VaxStation 4000/90 (64 Mb RAM) $ 19,500 $ 58,500 3 $ 19,500 1
X-terminals with 12 Mb ram and
software license $ 6,000 $ 6,000 1
9-gigabyte disks for VaxStations $ 3,799 $ 34,191 9 $ 26,593 7
Alpha AXP 3000/800 for assembly and analysis $ 30,000 $ 30,000 1
256 Mb memory for Alpha AXP 3000/800 $ 25,827 $ 25,82 1
Disk controller accelerator $ 2,500 $ 2,500 1
Compugen bioaccelerator board 320 $134,960 $134,960 1
4 gigabyte disks for Alpha AXP $ 2,500 $ 7,500 3 $ 7,500 3
tape drive with stacker $ 13,000 $ 13,000 1
network hardware plus installation $ 5,000 $ 5,000 1
Molecular Dynamics scanner $ 40,000
Perkin Elmer 9600 PCR Machine $ 12,000 $ 12,000 1 $ 12,480 1
DTE boxes $ 9,500 $ 9,500 1
6000V power supplies $ 3,000 $ 6,000 2
Heating circulator $ 700 $ 700 1
UV crosslinker $ 1,000 $ 1,000 1
Freezer (-20) $ 1,000 $ 1,000 1
Freezer (-80) $ 7000 $ 7,000 1
DNA prepper $ 75,000 $ 75,000 1
Pipetting robot $ 50,000 $ 50,000 2
Vortex mixer $ 900 $ 900 1
Omnifuge plus rotor $ 8,000 $ 8,000 1
Microfuge $ 1,500 $ 4,500 3 $ 4,500 1
Semiautomated blot washing device $ 2,000 $ 8,000 4 $ 2,000 1
G2 shakers $ 1,300 $ 5,200 4 $ 1,352 1
incubators for cultures and hybridization $ 3,000 $ 6,000 2
Gyratory floor shaker $ 6,000 $ 6,000 1
Lab computer, centris 610 $ 2,500 $ 2,500 1
Speedvac $ 3,000 $ 3,000 1
Vac pump for Speed Vac $ 2,000 $ 2,000 1
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IAS Infrared hybridizer/detector $150,000 $150,000 1
Miscellaneous small equipment $ 5,000 $ 5,000 1 $ 5,200 1 $ 5,408 1
Hamilton multi-channel syringes $ 800 $ 6,400 8 $ 3,200 4 $ 3,200 4
Electronic multi-channel pipet $ 814.00 $ 2,442 3 $ 814 1
Manual multi-channel pipet $ 700.00 $ 4,200 6 $ 1,400 2
Totals $283,860 $487,079 $16,108
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DOE GENERAL TERMS AND CONDITIONS FOR
RESEARCH FINANCIAL ASSISTANCE AWARDS
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Table of Contents
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Number Subject Page
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1. Explanation. . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Recipient Adherence to Award Terms and Conditions. . . . . . 2
3. Definitions. . . . . . . . . . . . . . . . . . . . . . . . .
a. Principal Investigator . . . . . . . . . . . . . . . . . 2
b. Prior Approval . . . . . . . . . . . . . . . . . . . . . 2
4. Authorized Recipient Signatures for Prior Approval Requests 3
5. Allowable Costs/Applicable Cost Principles . . . . . . . . . 3
6. Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. Preaward Costs . . . . . . . . . . . . . . . . . . . . . . . 5
8. Reporting Requirements . . . . . . . . . . . . . . . . . . . 5
9. Cost Sharing . . . . . . . . . . . . . . . . . . . . . . . . 6
10. Continuations, Renewals, and Extensions. . . . . . . . . . . 6
11. Maximum DOE Obligation . . . . . . . . . . . . . . . . . . . 7
12. Transfers of Funds Between Financial Assistance Awards . . . 7
13. Property
a. Real and Tangible. . . . . . . . . . . . . . . . . . . . 7
b. Intangible Property. . . . . . . . . . . . . . . . . . . 8
14. Change or Absence of Principal Investigator or Designated
Key Personnel. . . . . . . . . . . . . . . . . . . . . . . . 8
15. Changes in Objectives or Scope . . . . . . . . . . . . . . . 9
16. Transfer of Substantive Programmatic Effort. . . . . . . . . 9
17. Consultant Services. . . . . . . . . . . . . . . . . . . . . 9
18. Paperwork Reduction. . . . . . . . . . . . . . . . . . . . . 9
19. Generally Applicable Requirements
a. Animal Welfare . . . . . . . . . . . . . . . . . . . . . 10
b. Research Involving Recombinant DNA Molecules . . . . . . 10
c. Use of Human Subjects. . . . . . . . . . . . . . . . . . 10
20. Nondiscrimination. . . . . . . . . . . . . . . . . . . . . . 10
21. Public Access to Information . . . . . . . . . . . . . . . . 10
22. Acknowledgment of Support. . . . . . . . . . . . . . . . . . 11
23. National Security. . . . . . . . . . . . . . . . . . . . . . 11
24. Suspensions and Terminations . . . . . . . . . . . . . . . . 12
25. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 12
26. Foreign Travel . . . . . . . . . . . . . . . . . . . . . . . 13
27. Financial Assistance Awards to Individuals . . . . . . . . . 13
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1. EXPLANATION.
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a. These general terms and conditions do not restate all the provisions
of applicable statutes and regulations, nor do they represent an
exhaustive listing of all requirements applicable to this award.
Rather, they highlight and are consistent with those requirements
which are especially pertinent to research awards in general. They
are emphasized by inclusion here because: (1) they are invoked with
high frequency; (2) their violation is a matter of especially serious
concern (e.g., use of human subjects); (3) restating them in the
research context will allow them to be more easily understood by the
research community.
b. In addition to these general terms and conditions, the recipient must
comply with all governing requirements, including those identified in
block 18 of DOE F 4600.1, "Notice of Financial Assistance Award," and
those included in the "Special Terms and Conditions" attached to this
award.
2. RECIPIENT ADHERENCE TO THE TERMS AND CONDITIONS.
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a. The recipient's signature on the application and on DOE F 4600.1
signifies the recipient's agreement to all terms and conditions of
the award. Should the recipient believe modification of any of the
terms and conditions of this award is necessary, an authorized
official of the recipient organization or, in the case of an
individual, the recipient must submit a written request on its own
behalf or on behalf of any subgrant recipient or applicant for prior
approval of the contracting officer named on the face page of this
award.
b. Following this procedure is very important because many of the terms
and conditions of this award are required by statute and must be
enforced by the Department of Energy.
3. DEFINITIONS.
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a. PRINCIPAL INVESTIGATOR. As used herein, the scientist or other
programmatic expert named in block 8 of the DOE F 4600.1 designated
by the recipient organization to direct the scientific/technical
efforts being supported (also called program director or project
director/leader).
b. PRIOR APPROVAL. A statement in writing, signed by the contracting
officer, that a cost may be incurred or an action may be taken. The
approval may take the form of a letter or a revision to the award.
If actions or costs requiring prior approval are specified in the
application and are not expressly disapproved by
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DOE in the attached "Special Terms and Conditions," the award of
the action constitutes such prior approval.
4. AUTHORIZED RECIPIENT SIGNATURES FOR PRIOR APPROVAL REQUESTS.
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All requests for prior approval must be signed by an individual who is
authorized to act for the recipient organization. The signature of the
principal investigator (unless also a corporate office or otherwise
authorized) is insufficient to obtain action on a prior approval request,
although countersignature by the principal investigator is not
discouraged. Requests for budget revisions shall be made using the same
budget format as used in applying for the award and must be supported by a
narrative justification. Other prior approval requests may be made by
letter. Prior approval requests should be addressed to the contracting
officer named on the face page of this award.
5. ALLOWABLE COSTS/APPLICABLE COST PRINCIPLES.
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a. In accordance with the applicable cost principles cited below, the
allowable costs of this award shall consist of the actual allowable
direct costs incident to performance of the project, plus the
allocable portion of the allowable indirect costs, if any, of the
organization, less applicable credits. The allowable costs shall not
exceed the amount shown on the face page of this award for the total
approved budget for the current budget period (line 16a.(6), DOE F
4600.1, "Notice of Financial Assistance Award").
b. The allowability of costs for work performed under this award and any
subsequent subaward will be determined in accordance with the Federal
cost principles applicable to the recipient or subrecipient in effect
on the date of award or the date of the subaward, except as modified
by other provisions of this award or the subaward. The recipient or
subrecipient shall specify in any cost-reimbursement contract under
the award or subaward the applicable cost principles cited in this
provision that apply to the contractor.
c. The Federal cost principles applicable to specific types of
recipients, subrecipients, and contractors under awards and subawards
are as follows:
(1) INSTITUTIONS OF HIGHER EDUCATION. Office of Management and
Budget (OMB) Circular A-21, "Cost Principles Applicable to
Grants, Contracts, and Other Agreements with Institutions of
Higher Education," is applicable to both public and private
colleges and universities.
(2) STATE AND LOCAL GOVERNMENTS AND INDIAN TRIBAL GOVERNMENTS. OMB
Circular A-87, "Cost Principles Applicable to Grants, Contracts
and Other Agreements with State and Local Governments," is
applicable to
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State, local, and Indian tribal governments, and
shall also be used to the extent appropriate for foreign
governments.
(3) HOSPITALS. Title 45 CFR Part 74, Appendix E, "Principles for
Determining Costs Applicable to Research and Development under
Grants and Contracts with Hospitals," applies to nonprofit and
for-profit hospitals.
(4) OTHER NONPROFIT ORGANIZATIONS AND INDIVIDUALS. OMB Circular
A-122, "Cost Principles Applicable to Grants, Contracts, and
Other Agreements with Nonprofit Organizations," applies to
nonprofit organizations and individuals, except for those
specifically exempted by the terms of the circular or those
nonprofit organizations and individuals covered by the cost
principles cited in paragraph 5.c.(1), (2), or (3) above.
(5) COMMERCIAL FIRMS AND CERTAIN NONPROFIT ORGANIZATIONS. Title 48
CFR Subpart 31.2, "Contracts with Commercial Organizations," as
supplemented by 48 CFR Subpart 931.2, applies to those nonprofit
organization not covered by OMB Circular A-122, and to all
commercial organizations not covered by the cost principles in
paragraph 5.c.(3).
6. PAYMENT.
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a. Payments under this award will be made by an advance payment method
unless DOE determines that the recipient's financial management
system does not meet the requirements of 10 CFR 600.109 or the
recipient has not maintained or demonstrated the willingness and
ability to maintain procedures that will minimize the time elapsing
between transfer of funds from the U.S. Treasury and their
disbursement for award-related purposes.
b. The appropriate advance payment method or the reimbursement method
and the cognizant finance office are specified in the attached
"Special Terms and Conditions."
c. Advances by the recipient to subrecipient and contractor
organizations must conform substantially to the same standards of
time and amount that govern advances made by the Federal Government
to the recipient. Excess cash advances erroneously withdrawn from
the U.S. Treasury shall be promptly refunded to DOE unless the funds
will be disbursed within 7 calendar days or the amount is less than
$10,000 and will be disbursed within 30 calendar days.
d. Interest earned on advance payments to other than State governments
or their subrecipients shall be reported on SF-272, "Report of
Federal Cash
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Transactions," and promptly remitted to the cognizant
finance office by check payable to the Department of Energy (unless
otherwise specified in the attached "Special Terms and Conditions").
7. PREAWARD COSTS.
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a. ALL AWARDS. Any preaward expenditures are made at the recipient's
risk. Approval of preaward costs by the Contracting Officer or
incurrence by the recipient does not impose any obligation on DOE if
an award is not subsequently made, or if an award is made for a
lesser amount than the recipient expected.
b. RESEARCH AWARDS ONLY.
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(1) For new or renewal research awards, recipients may incur
preaward costs up to ninety (90) days prior to the effective
date of the award. Preaward costs for periods preceding 90 days
prior to the effective date of the award are allowable only if
approved in writing, prior to incurrence, by a DOE Contracting
Officer.
(2) For continuation awards within a multiple year project, prior to
receipt of continuation funding, preaward expenditures by
recipients are not subject to the limitation or approval
requirements of paragraph 7.b.(1) of this section.
(3) Preaward costs, as incurred by the recipient, must be necessary
for the effective and economical conduct of the project, and the
costs must be otherwise in accordance with these rules and may
not include those specific costs for which agency prior approval
is required under the circulars. In any instance in which the
circulars permit the agency to grant prior approval to the
recipient, it is the Department's intention to do so.
c. OTHER THAN RESEARCH AWARDS. All other financial assistance
recipients may incur preaward costs only if the expenditure is
approved in writing, prior to incurrence, by the Contracting Officer.
In the case of governmental entities, the approval must additionally
be reflected on the award notice.
(Note: This provision does not apply to bid and proposal costs that may
be recovered through an indirect cost rate negotiated in accordance with
the applicable Federal cost principles.)
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8. REPORTING REQUIREMENTS.
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a. Attached to the award is a completed EIA 459A, "Federal Assistance
Reporting Checklist," a checklist of the reports required under the
award. (See 10 CFR 600.115 for general reporting requirements and 10
CFR 605.19 for reporting requirements for the Office of Energy
Research's Special Research Financial Assistance Program.)
b. The recipient shall submit a technical progress report (also called a
performance report) as part of any application for continuation or
renewal of DOE support. This report shall be submitted in lieu of a
separate annual performance report. Upon completion or termination
of the project, the final technical report shall be prepared in
accordance with the applicable program rule cited on the face page of
the award or, in the absence of such program rule coverage, in
accordance with the technical reporting format specified in DOE Order
1332.2, the UNIFORM REPORTING SYSTEM FOR FEDERAL ASSISTANCE (GRANTS
AND COOPERATIVE AGREEMENTS).
c. Instructions concerning financial reports to be submitted in
conjunction with this award are specified in the "Special Terms and
Conditions."
9. COST SHARING.
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a. As shown on the face page of the award, any cost sharing shall defray
only the allowable costs of the project in accordance with the
statutes, regulations, applicable cost principles, and other terms
and conditions governing the award. Cost sharing contributions may
be incurred either as direct or indirect costs, and include cash or
in-kind contributions by the recipient, its subrecipients, or
contractors. The cost sharing may be in any allowable budget
category or combination of categories. When a direct cost item
represents some or all of the non-Federal contribution, any
associated indirect costs may not be charged to Federal funds but may
be counted as part of the cost sharing. The classification of
contributed costs as direct or indirect must be consistent with the
classification of similar items charged to DOE funds.
b. Valuation of in-kind contributions and documentation of cost sharing
shall be in accordance with 10 CFR 600.107.
10. CONTINUATIONS, RENEWALS, AND EXTENSIONS.
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a. Continuations. Recipients are responsible for ensuring that properly
completed applications for continuation awards are submitted to DOE
no later than 3 months prior to the expiration date of the current
budget period shown on the
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DOE F 4600.1. (For the continuation of an
action which had been awarded under the Office of Energy Research's
Financial Assistance Program in accordance with 10 CFR Part 605, an
application for a continuation award must be submitted to DOE no
later than 3 months before the expiration of the current budget
period.)
b. RENEWALS. If a recipient wishes to apply for a renewal award to
receive funding beyond the scheduled expiration of the existing
project period, a properly completed application must be submitted to
DOE no later than 5 months prior to the scheduled expiration date of
the project period as shown on the DOE F 4600.1 unless a program rule
or other published instruction establishes a different application
deadline. (For the renewal of an action which had been awarded under
the Office of Energy Research's Financial Assistance Grants Program
in accordance with 10 CFR Part 605, an application for a renewal
award must be submitted to DOE no later than 6 months prior to the
scheduled expiration of the project period.)
c. EXTENSIONS. (1) Recipients of research awards may extend the
expiration date of the final budget period of the project (thereby
extending the project period) if additional time beyond the
established expiration date is needed to assure adequate completion
of the original scope of work within the funds already made
available. A single extension, which shall not exceed twelve (12)
months, may be made for this purpose, and must be made prior to the
originally established expiration date. The recipient must notify
the cognizant DOE Contracting Officer in the awarding office in
writing within ten (10) days of making the extension. (2) DOE may
extend any budget period of any type of financial assistance without
the need for competition or a justification of restricted eligibility
if: (i) In the case of the final budget period of a project period,
the additional time necessary is 18 months or less in total, or for
all other budget periods, the additional time necessary is 6 months
or less in total; and (ii) The recipient submits a written request
for an extension before the expiration date of the budget period in
process and includes a justification for the extension along with an
expenditure plan for the use of any additional funds requested. An
expenditure plan need not be provided when no additional funds are
requested, unless the recipient intends to rebudget funds in such a
way as to require DOE prior approval or unless the recipient is
instructed otherwise by the Contracting Officer.
11. MAXIMUM DEPARTMENT OBLIGATION to the recipient is the amount shown on the
DOE F 4600.1. DOE shall not be obligated to make any additional,
supplemental, continuation, renewal, or other award for the same or any
other purpose.
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12. TRANSFERS OF FUNDS BETWEEN FINANCIAL ASSISTANCE INSTRUMENTS.
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Transfers of funds between DOE awards, and transfers of funds from a DOE
award to a project (or portion of a project) not supported by that award,
require the prior approval of DOE. The transfer of funds into a DOE
award-supported project from a award awarded by another Federal agency
does not require DOE approval, but may require the approval of the other
Federal agency. Funds so transferred from the award of another Federal
agency may not be used to satisfy any cost sharing requirement on a DOE
award.
13. PROPERTY.
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a. REAL AND TANGIBLE PERSONAL PROPERTY.
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(1) No real property may be acquired under this award.
(2) Title to any equipment (for the purposes of DOE awards,
equipment comprises any article of tangible personal property
that has a useful life of more than 2 years and an acquisition
cost of $500 or more) or supplies acquired by a nonprofit
institution of higher education or a nonprofit organization, the
primary purpose of which is to conduct scientific research,
shall vest in the recipient without further obligation or
accountability to the U.S. Government. However, DOE retains the
right to transfer ownership of any item of equipment having a
unit acquisition cost of $1,000 or more under the conditions
specified in 10 CFR 600.117(d)(2). This exemption is derived
from Public Law 95-224, The Federal Grant and Cooperative
Agreement Act of 1977, as amended (31 U.S.C. 6306).
(3) Title to equipment and supplies acquired by all other recipients
shall vest in the recipient. However, such recipients shall be
accountable for equipment with a unit acquisition cost of $1,000
or more acquired under this award as specified in 10 CFR
600.117(d)(2), (3), and (4). For such recipients, unused
supplies exceeding $1,000 in aggregate current fair market value
shall be accounted for at closeout. In this case DOE shall be
compensated in an amount computed in accordance with section
600.117(e) if the supplies are retained for use on non-Federal
activities.
(4) All recipients shall follow property management policies and
procedures that provide for adequate control of the acquisition
and use of the assets acquired under the award.
(5) The Contracting Officer by written notice to the Recipient, may
abandon any property, title to which is vested in the
Government, in place, and
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thereafter all obligations of the Government regarding such
abandoned property shall cease.
b. INTANGIBLE PROPERTY. The treatment and reporting requirements of
patent and data rights and copyrights are specified in the "Special
Terms and Conditions" of the award.
14. CHANGE OR ABSENCE OF THE PRINCIPAL INVESTIGATOR OR DESIGNATED KEY
PERSONNEL. Since the DOE decision to fund a project is based, to a
significant extent, on the qualifications and level of participation of
the principal investigator, change of a principal investigator or a
significant change in responsibilities or level of effort of the principal
investigator or, in certain cases, other key personnel identified as such
in the special terms and conditions of the award is considered a change in
the approved project. In addition, any continuous absence of the
principal investigator in excess of three months, or plans for the
principal investigator to become substantially less involved in the
project than was indicated in the application as accepted, requires
approval. The recipient is encouraged to contact DOE immediately upon
becoming aware that any of these changes are likely to be proposed, but in
any event must do so and receive Departmental approval before effecting
any such change.
15. CHANGES IN OBJECTIVES OR SCOPE. Any change in the objective or scope of
the award-supported project requires the prior approval of DOE. This
includes changes in the phenomenon or phenomena under study and in the
methodologies or experiments if they are a specific objective of the
research work as stated in the application approved by DOE.
16. TRANSFER OF SUBSTANTIVE PROGRAMMATIC EFFORT. None of the substantive
effort of the project may be transferred by contract or subgrant to
another organization or person without the prior approval of DOE. This
provision does not apply to the procurement of equipment, supplies,
materials, or general support services; these services may, however, be
subject to other prior approval requirements (e.g., those found in the
applicable cost principles or procurement standards).
17. CONSULTANT SERVICES. Costs of consultant services are allowable in
accordance with the applicable cost principles. These principles include
the requirement that the consultant not be an employee of the recipient
organization; the one exception to this requirement applies to colleges
and universities. For colleges and universities, in unusual cases, and
only with the prior approval of DOE, intraorganizational consultation may
be permitted across departmental lines or at a separate or remote
operation.
-15-
17
18. PAPERWORK REDUCTION.
-------------------
a. The award is subject to the requirements of the Paperwork Reduction
Act of 1980 as implemented by the Office of Management and Budget
rules, "Controlling Paperwork Burdens on the Public," published at 5
CFR 1320 (48 FR 13666, 3-31-83). These requirements apply if the
recipient will collect information from ten or more respondents at
the specific request of DOE, or if the award requires specific DOE
approval of the information collection or the collection procedures.
b. The recipient shall submit any proposed sponsored information
collection under paragraph 19a, above, to the contracting officer
named on the face page of this award. The proposal shall be
submitted at least 120 days prior to the intended date of information
collection. DOE will seek the requisite approval from the Office of
Management and Budget and will promptly notify the recipient of the
disposition of the request.
19. GENERALLY APPLICABLE REQUIREMENTS. In accordance with 10 CFR 600.12, this
award is subject to a number of statutory and other generally applicable
requirements. Those requirements most pertinent to research projects are
highlighted below:
a. Any recipient performing research on vertebrate animals shall comply
with the Laboratory Animal Welfare Act of 1966, as amended (7 USC
2131 ET SEQ.), and the regulations promulgated thereunder by the
Secretary of Agriculture (9 CFR subchapter A, parts 1, 2, 3, and 4)
pertaining to the care, handling, and treatment of vertebrate animals
held or used for research, teaching, or other activities supported by
Federal awards. The recipient is expected to ensure that the
guidelines described in Department of Health and Human Services
(DHHS) Publication No. (NIH) 85-23, "Guide for the Care and Use of
Laboratory Animals," are followed and to comply with the "U.S.
Government Principles for the Utilization and Care of Vertebrate
Animals Used in Testing, Research and Training" (included as an
Appendix to the NIH Guide).
b. RESEARCH INVOLVING RECOMBINANT DNA MOLECULES. Any recipient
performing research involving recombinant DNA molecules and/or
organisms and viruses containing recombinant DNA molecules agrees by
acceptance of this award to comply with the National Institute's of
Health "Guidelines for Research Involving Recombinant DNA Molecules,"
6-83 (48 FR 24556) or such later revision of those guidelines as may
be published in the FEDERAL REGISTER.
c. USE OF HUMAN SUBJECTS IN RESEARCH, DEVELOPMENT, AND RELATED
ACTIVITIES. Any DOE recipient performing research, development, or
related activities involving
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18
human subjects must comply with regulations found at 10 CFR Part 745,
"Protection of Human Subjects," and any additional provisions which
may be included in the "Special Terms and Conditions" of the award.
Such provisions are intended to safeguard the rights and welfare of
human subjects at risk of possible physical, psychological, or social
injury as a consequence of their participation.
20. NONDISCRIMINATION. The award is subject to the provisions of 10 CFR 1040,
Nondiscrimination in Federally Assisted Programs.
21. PUBLIC ACCESS TO INFORMATION.
----------------------------
a. The Freedom of Information Act, as amended, and the DOE implementing
regulations (10 CFR 1004) require DOE to release certain documents
and records regarding awards to any person who provides a written
request. The intended use of the information will not be a criterion
for release. These requirements apply to information held by DOE and
do not require recipients, their subrecipients, or their contractors
to permit public access to their records.
b. Records maintained by DOE with respect to awards are subject to the
provisions of the Privacy Act and the DOE implementing regulations
(10 CFR 1008) if those records constitute a "system of records" as
defined in the Act and the regulations. Generally, records
maintained by recipients, their subrecipients, or their contractors
are not subject to these requirements.
22. ACKNOWLEDGMENT OF SUPPORT. Publication of the results of the award is
encouraged subject to any applicable restrictions in 10 CFR 600.33
(Patents, Data, and Copyrights). Any article published shall include an
acknowledgment that the research was supported, in whole or in part, by a
DOE award (with the award number) and a statement that such support does
not constitute an endorsement by DOE of the views expressed in the
article.
23. NATIONAL SECURITY.
-----------------
a. It is not expected that activities under the award will generate or
otherwise involve classified information (i.e., Restricted Data,
Formerly Restricted Data, National Security Information).
b. However, if in the opinion of the recipient or DOE such involvement
becomes expected prior to the closeout of the award, the recipient or
DOE shall notify the other in writing immediately. If the recipient
believes any information developed or acquired may be classifiable,
the recipient shall not provide the potentially classifiable
information to anyone, including the DOE officials with
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19
whom the recipient normally communicates, except the Director of
Classification, and shall protect such information as if it were
classified until notified by DOE that a determination has been made
that it does not require such handling. Correspondence which includes
the specific information in question shall be sent by registered mail
to U.S. Department of Energy, ATTN: Director of Classification, DP-32,
Washington, DC 20545. If the information is determined to be
classified, the recipient may wish to discontinue the project, in
which case the recipient and DOE shall terminate the award by mutual
agreement. If the award is to be terminated, all material deemed by
DOE to be classified shall be forwarded to DOE, in a manner specified
by DOE, for proper disposition. If the recipient and DOE wish to
continue the award, even though classified information is involved,
the recipient shall be required to obtain both personnel and facility
security clearances through the Office of Safeguards and Security for
Headquarters awarded awards or from the cognizant field office
Division of Safeguards and Security for awards obtained through DOE
field organizations. Costs associated with handling and protecting
any such classified information shall be negotiated at the time the
determination to proceed is made.
24. SUSPENSIONS AND TERMINATIONS.
----------------------------
a. Under the provisions of 10 CFR 600.29 and 600.121, DOE may suspend or
terminate the award, in whole or in part, (1) when DOE believes that
the recipient has materially failed to comply with the terms and
conditions of the award, (2) for any reason by mutual agreement
between DOE and the recipient upon the request of either party, or
(3) when the parties cannot mutually agree to the extent of a
termination.
b. Normally, DOE action to suspend or terminate an award for cause will
be taken only after DOE has informed the recipient of any deficiency
on its part and given an opportunity to correct it. However, DOE may
immediately suspend or terminate the award without prior notice when
it believes such action is necessary to protect the interests of the
Government.
c. No costs incurred during a suspension period or after the effective
date of a termination will be allowable, except those costs which, in
the opinion of DOE, the recipient could not reasonably avoid or
eliminate or which were otherwise authorized by the suspension or
termination notice, provided such costs would otherwise be allowable
under the terms of the award and the applicable Federal cost
principles.
d. Final allowable costs under a termination settlement shall be in
accordance with the terms of the award, including this term, and the
appropriate Federal cost
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principles. In no event will the total of payments under a terminated
award exceed the amount obligated by DOE or the DOE PRO RATA share
when cost-sharing was required, whichever is less.
e. Within 90 days after the termination of the award, the recipient
shall submit any final financial, performance, and other reports
required by the terms and conditions of the award. (See 10 CFR
600.115 and 600.116).
f. A notice of termination other than by mutual agreement may be subject
to review according to the provisions of 10 CFR 600.26, Disputes and
Appeals.
25. INTEREST.
--------
a. Notwithstanding any other term or condition of the grant/cooperative
agreement, all amounts that become payable by the recipient to the
Government under the grant/cooperative agreement shall bear simple
interest from the date due until paid unless paid within 30 days of
becoming due. The interest rate shall be the interest rate
established by the Secretary of the Treasury (Secretary) as provided
in section 11 of the Debt Collection Act of 1982 (31 U.S.C. 3717),
which is applicable to the period in which the amount becomes due, as
provided in paragraph (b) below, and then at the rate applicable for
each 3-month period as fixed by the Secretary until the amount is
paid.
b. Amounts shall be due at the earliest of the following dates:
(1) The date fixed under the grant/cooperative agreement.
(2) The date of the first written demand for payment consistent with
the grant/cooperative agreement, including any demand resulting
from a termination.
(3) The date the Government transmits to the recipient a proposed
agreement to confirm completed negotiations establishing the
amount of debt.
c. The interest charge made under this provision may be reduced in
accordance with the procedures prescribed in 4 CFR 102.13 or in
accordance with agency regulations in effect on the date of original
award of the grant/cooperative agreement.
26. FOREIGN TRAVEL.
--------------
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21
Foreign travel is any travel outside Canada and the United States and its
territories and possessions or, for recipients located in another country,
travel outside that country. The International Air Transportation Fair
Competitive Practices Act of 1974 (49 USC 1517) (Fly America Act) requires
Federal recipients to use U.S. flag carriers for Government-financed
international air travel to the extent these carriers are available.
Recipients contemplating the use of non-U.S. flag carriers should consult
with the DOE contracting officer prior to the trip.
27. FINANCIAL ASSISTANCE AWARDS TO INDIVIDUALS
Any financial assistance award to an individual is considered a "Federal
benefit" as defined by Section 5301 of the Anti-Drug Abuse Act of 1988
(Public Law 100-690) and is therefore subject to the provisions of that
act.
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SPECIAL TERMS AND CONDITIONS FOR RESEARCH FINANCIAL ASSISTANCE AWARDS
The requirements of this attachment take precedence over all other requirements
of this award found in regulations, the general terms and conditions, DOE
orders, etc., except requirements of statutory law. Any apparent contradiction
of statutory law stated herein should be presumed to be in error until
recipient has sought and received clarifications from the Contracting Officer.
1. CONTRACTING OFFICER
Name: June M. Wiinikka
Address: U.S. Department of Energy
Chicago Operations Office
Contracts Division
9800 South Cass Avenue
Argonne, Illinois 60439
Telephone: (708) 252-2126
2. FINANCE OFFICE
U.S. Department of Energy
Chicago Operations Office
Finance and Accounting Division
9800 South Cass Avenue
Argonne, Illinois 60439
3. PAYMENT - Payment under this award will be made by:
(a) Advance Payment Method -
/ / Department of Health & Human Services (DHHS) Payment Management
System (PMS) formerly DOE Letter of Credit.
The recipient shall request cash only as needed for immediate
disbursements, shall report cash disbursements in a timely manner,
and shall impose the same standards of timing and amount, including
reporting requirements, on secondary recipients.
/X/ Treasury Check
SF 270, Request for Advance or Reimbursement, may be submitted as
necessary. The timing and amount of advances shall be as close as
is
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administratively feasible to the actual disbursements. Such
requests shall not be made in excess of reasonable estimates of cash
outlays for a 30 day period.
Be advised that if the payment request is $25,000.00 or more and the
payment office has on file a payment information form an electronic
funds transfer will be accomplished.
Payment Reporting Requirements for both DHHS-PMS and Treasury
Check/Electronic Funds Transfer
-------------------------------------------------------------------------------------
Reporting Frequency No. of Copies Addressee
-------------------------------------------------------------------------------------
Federal Cash Transactions Report
SF 272 2/ 2 1/
Federal Cash Transactions Report
Continuation, SF 272-A 3/ 2 1/
-------------------------------------------------------------------------------------
<FN>
1/ Contracting Officer
2/ When total annual advances for all financial assistance awards are:
Under $1 million - Submit 15 working days after each quarter ending
December 31, March 31, June 30, and September 30.
$1 million or more - Submit on the 15th working day after each month.
3/ Submitted with each SF 272 when the recipient has more than one
financial assistance award.
For net disbursements (Item 11(h) of SF 272), please indicate in
Section 14 (Remarks) or by attachment, that portion of disbursement
consisting of Government Capital Equipment funds by individual
award.
(b) Reimbursement Payment Method
Treasury Check
SF 270, Request for Advance or Reimbursement, shall be submitted
monthly unless more frequent submission is authorized in the award.
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24
Be advised that if the payment request is $25,000.00 or more and the
payment office has on file a payment information form an electronic
funds transfer will be accomplished.
For net disbursements (Item 11(h) of SF 272), please indicate in
Section 14 (Remarks) or by attachment, that portion of disbursement
consisting of Government Capital Equipment funds by individual award.
4. FEDERALLY-OWNED PROPERTY
/N/A/ In accordance with OMB Circular A-110, a listing (DOE F 4300.3
Summary Report of DOE-Owned Plant and Capital Equipment) of
Federally-Owned Property, whether fabricated, furnished or purchased,
with capital equipment funds shall be submitted to the Contracting
Officer within 30 days after 2/28 of each year and of the final date
of the award. The report must separate out or identify which items
were furnished to the recipient and which items were purchased with
capital equipment funds under this award. In accordance with OMB
Circular A-110, the results of the biennial physical inventory of
Federally-owned equipment shall also be provided.
5. PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS
It is the sense of the Congress that, to the greatest extent practicable,
all equipment and products purchased with funds provided under this award
should be American-made.
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DOE F 4600-2
(09-92)
Replaces E1A-459A
All Other Editions Are Obsolete
U.S. Department of Energy
FEDERAL ASSISTANCE REPORTING CHECKLIST
- ---------------------------------------------------------------------------------------------------------------
1. Identification Number: 2. Program/Project Title:
DE-FC-02-95ER61967 Microbial Genome Sequencing
- ---------------------------------------------------------------------------------------------------------------
3. Recipient:
Collaborative Research, Inc.
- ---------------------------------------------------------------------------------------------------------------
4. Reporting Requirements: Frequency No. of Addresses
Copies
PROGRAM/PROJECT MANAGEMENT REPORTING
/ / DOE F 4600.3. "Federal Assistance Milestone Plan"
/ / DOE F 4600.3A. "Milestone Log"
/ / DOE F 4600.4. "Federal Assistance Budget Information"
/ / DOE F 4600.5. "Federal Assistance Management
Summary Report"
/ / DOE F 4600.6, "Federal Assistance Program/Project
Status Report"
/x/ SF-269 or SF-269A, "Financial Status Report" Y 3 See NFAA Bl. 12
TECHNICAL INFORMATION REPORTING
/x/ DOE F 1430.22, Notice of Energy RD&D Project* 0 and X See 5a below See 5a below
/x/ Technical Progress Report (Informal) X See 5b below 3 See NFAA Bl. 11
/x/ Topical Report (Informal) A See 5c below 3 See NFAA Bl. 11
/x/ Final Technical Report F See 5d below 1 See NFAA Bl. 11
2 See NFAA Bl. 12
- ---------------------------------------------------------------------------------------------------------------
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26
- --------------------------------------------------------------------------------
FREQUENCY CODES AND DUE DATES:
* Submit for research projects only.
A. As Necessary; within 5 calendar days after events
F. Final; 90 calendar days after the performance of the effort ends.
Q. Quarterly; within 30 days after end of calendar quarter or portion
thereof.
O. One time after project starts; within 30 days after award.
X. Required with proposals or the application or with significant
planning changes.
Y. Yearly; 30 days after the end of program year. (Financial Status
Reports 90 days).
S. Semiannually; within 30 days after end of program fiscal half year.
- --------------------------------------------------------------------------------
5. Special Instructions:
a. For Research Projects Only: NOTICE OF ENERGY RD&D (DOE F 1430.22):
Notice of Energy RD&D is due within 30 days after initial award. One copy
shall be submitted to the address identified in NFAA Block 11, and two
copies shall be submitted to the address identified in NFAA Block 12.
Also, three copies of the Notice of Energy RD&D shall be submitted with
each renewal application to the address identified in NFAA Block 11.
b. PROGRESS REPORT: Three copies of an informal Continuation Progress Report
(generally 2 pages per project or task) must be submitted 90 days prior to
the anticipated continuation funding date (10 CFR 605.19(a)(1)). Renewal
applications must be submitted no later than 6 months prior to the
scheduled expiration of the project period (10 CFR 605.9(h); and must
include a separate section that describes the results of work accomplished
through the date of the renewal application (10 CFR 605.9(j)).
c. SPECIAL REPORTS: Three copies of topical reports, reprints, conference
papers, etc. must be submitted as soon as possible after the event occurs
and with the renewal application (10 CFR 605.19(a)(3)).
d. FINAL REPORT: Three copies must be submitted within 90 days after the
expiration date of the total performance period if the project is not to
be renewed or extended, and must be accompanied by 2 copies of DOE F
1332.15, Recommendations for the Announcement and Distribution of
Department of Energy Scientific and Technical Information.
6. Prepared by: (Signature and Date)
March 28, 1994
_______________________________________________
7. Reviewed by: (Signature and Date)
_______________________________________________
For use with 10 CFR Part 605 Grants and Cooperative Agreements (Except
Conferences)
-25-
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INTELLECTUAL PROPERTY PROVISIONS FOR GRANTS WITH
PROFIT-MAKING ORGANIZATIONS AND INDIVIDUALS - SMALL BUSINESS
SECTION TITLE PAGE NO
- ------- ----- -------
1 Authorization and Consent 1
2 Notice and Assistance 1
Regarding Patent and Copyright
Infringement
3 Reporting of Royalties 1
4 Patent Rights 2
5 Additional Technical Data 9
Requirements
6 Rights in Technical Data - Long 9
Form
7 Rights to Proposal Data 12
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ARTICLE 1. AUTHORIZATION AND CONSENT
The Government hereby gives its authorization and consent for all use and
manufacture of any invention described in and covered by a patent of the United
States in the performance of this grant or any part hereof or any amendment
hereto or any contract hereunder (including all lower-tier contracts
hereunder).
ARTICLE 2. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT
The provisions of this clause shall be applicable only if the amount of this
grant exceeds $10,000.
(a) The Grantee shall report to the Contracting Officer, promptly and in
reasonable written detail, each notice or claim of patent or
copyright infringement based on the performance of this grant of
which the Grantee has knowledge.
(b) In the event of any claim or suit against the Government on account
of any alleged patent or copyright infringement arising out of the
performance of this grant or out of the use of any supplies furnished
or work or services performed hereunder, the Grantee shall furnish to
the Government when requested by the Contracting Officer, all
evidence and information in possession of the Grantee pertaining to
such suit or claim. Such evidence and information shall be furnished
at the expense of the Government except where the Grantee has agreed
to indemnify the Government.
(c) This article shall be included in all contracts under this grant.
ARTICLE 3. REPORTING OF ROYALTIES
If this grant is an amount which exceeds $10,000 and if any royalty payments
are directly involved in the grant or are reflected in the grant price to the
Government, the Grantee agrees to report in writing to the Patent Counsel (with
notification by Patent Counsel to the Contracting Officer) during the
performance of this grant and prior to its completion or final settlement the
amount of any royalties or other payments paid or to be paid by it directly to
others in connection with the performance of this Grant together with the names
and addresses of licensors to whom such payments are made and either the patent
numbers involved or such other information as will permit identification of the
patents or other basis on which the royalties are to be paid. The approval of
DOE of any individual payments or royalties shall not stop the Government at
any time from contesting the enforceability, validity or scope of, or title to,
any patent under which a royalty or payments are made.
SECTION 4. PATENT RIGHTS
(a) Definitions
-----------
(1) "Invention" means any invention or discovery which is or may be
patentable or otherwise protectable under Title 35 of the United
States Code (U.S.C.) or any novel variety of plant which is or
may be protected under the Plant Variety Protection Act (7
U.S.C. 2321 et seq.).
(2) "Subject Invention" means any invention of the Grantee conceived
or first actually reduced to practice in the performance of
work under this grant, provided that in the case of a variety of
plant the date of determination [as defined in section 44(d) of
the Plant Variety Protection Act, 7 U.S.C. 2401(d)] must also
occur during the period of grant performance.
(3) "Practical Application" means to manufacture in the case of a
composition or product, to practice in the case of a process or
method, or to operate in the case of a machine or system; and, in
each case, under such conditions as to establish that the
invention is utilized and that its
-27-
29
benefits are, to the extent permitted by law or Government
regulations, available to the public on reasonable terms.
(4) "Made" when used in relation to any invention means the conception or
first actual reduction to practice of such invention.
(5) "Small Business Firm" means a small business concern as defined at
Section 2 of Public Law 85-536 (15 U.S.C. 632) and implementing
regulations of the Administrator of the Small Business
Administration. For the purpose of this clause, the size standard
for small business concerns involved in the Government procurement
and subcontracting, at 13 CFR 121.3-8, and 13 CFR 121.3-12,
respectively, will be used.
(6) "Nonprofit Organization" means a university or other institution of
higher education or an organization of the type described in section
501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c) and
exempt from taxation under section 501(a) of the Internal Revenue
Code [26 U.S.C. 501(a)] or any nonprofit scientific or educational
organization qualified under a state nonprofit organization statute.
(7) "Patent Counsel" means the Department of Energy (DOE) Patent Counsel
assisting the DOE contracting activity.
(b) Allocation of Principal Rights
------------------------------
(1) The Grantee may retain the entire right, title, and interest
throughout the world to each subject invention subject to the
provisions of this clause and 35 U.S.C. 203. With respect to any
subject invention in which the Grantee retains title, the Federal
Government shall have a nonexclusive, nontransferable, irrevocable,
paid-up license to practice or have practiced for or on behalf of the
United States the subject invention throughout the world.
(2) (Reserved.)
(c) Invention Disclosure, Election of Title and Filing of Patent
------------------------------------------------------------
Application by Grantee
----------------------
(1) The Grantee will disclose each subject invention to the Patent
Counsel within two months after the inventor discloses it in writing
to Grantee personnel responsible for patent matters. The disclosure
to the Patent Counsel shall be in the form of a written report and
shall identify the grant under which the invention was made and the
inventor(s). It shall be sufficiently complete in technical detail
to convey a clear understanding to the extent known at the time of
the disclosure of the nature, purpose, operation, and the physical,
chemical, biological or electrical characteristics of the invention.
The disclosure shall also identify any publication, on sale or public
use of the invention and whether a manuscript describing the
invention has been submitted for publication and, if so, whether it
has been accepted for publication at the time of disclosure. In
addition, after disclosure to the Patent Counsel, the Grantee will
promptly notify the Patent Counsel of the acceptance of any
manuscript describing the invention for publication or of any on sale
or public use planned by the Grantee.
(2) The Grantee will elect in writing whether or not to retain title to
any such invention by notifying the Patent Counsel within two years
of disclosure to the Patent Counsel. However, in any case where
publication, on sale or public use has initiated the one year
statutory period wherein valid patent protection can still be
obtained in the United States, the period for election of title may
be
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30
shortened by Patent Counsel to a date that is no more than sixty
days prior to the end of the statutory period.
(3) The Grantee will file its initial patent application on a subject
invention to which it elects to retain title within one year after
election of title or, if earlier, prior to the end of any statutory
period wherein valid patent protection can be obtained in the United
States after a publication, on sale, or public use. The Grantee will
file patent applications in additional countries or international
patent offices within either ten months of corresponding initial
patent application or six months from the date permission is granted
by the Commissioner of Patents and Trademarks to file foreign patent
applications where such filing has been prohibited by a Secrecy
Order.
(4) Request for extension of the time for disclosure to the Patent
Counsel, election, and filing, under subparagraphs (1), (2), and (3)
may, at the discretion of the Patent Counsel by granted.
(d) Conditions When the Government May Obtain Title
-----------------------------------------------
The Grantee will convey to DOE, upon written request, title to any subject
invention:
(1) If the Grantee fails to disclose or elect title to the subject
invention within the times specified in (c) above, or elects not to
retain title; provided that the DOE may only request title within 60
days after learning of the failure of the grantee to disclose or
elect within the specified times;
(2) In those countries in which the Grantee fails to file patent
applications within the times specified in (c) above; provided,
however, that if the Grantee has filed a patent application in a
country after the time specified in (c) above but prior to its
receipt of the written request of the Patent Counsel, the Grantee
shall continue to retain title in that country; or
(3) In any country in which the Grantee decides not to continue the
prosecution of any application for, to pay the maintenance fees on,
or defend in a reexamination or opposition proceeding on, a patent on
a subject invention.
(e) Minimum Rights to Grantee and Protection of the Grantee Right to File
---------------------------------------------------------------------
(1) The Grantee will retain a nonexclusive, royalty-free license
throughout the world in each subject invention to which the
Government obtains title except if the Grantee fails to disclose the
subject invention within the times specified in (c) above. The
Grantee's license extends to its domestic subsidiaries and
affiliates, if any, within the corporate structure of which the
Grantee is a part and includes the right to grant sublicenses of the
same scope to the extent the Grantee was legally obligated to do so
at the time the grant was awarded. The license is transferable only
with the approval of the DOE except when transferred to the successor
of that part of the Grantee's business to which the invention
pertains.
(2) The Grantee's domestic license may be revoked or modified by DOE to
the extent necessary to achieve expeditious practical application of
the subject invention pursuant to an application for an exclusive
license submitted in accordance with applicable provisions at 37 CFR
404 and 10 CFR 781. This license will not be revoked in that field
of use or the geographical areas in which the Grantee has achieved
practical application and continues to make the benefits of the
invention reasonably accessible to the public. The license in any
foreign country may be revoked or modified at the discretion of DOE
to the extent that Grantee, its licensees, or its domestic
subsidiaries or affiliates have failed to achieve practical
application in that foreign country.
-29-
31
(3) Before revocation or modification of the license, DOE will furnish
the Grantee a written notice of its intention to revoke or modify the
license, and the Grantee will be allowed thirty days (or such other
time as may be authorized by DOE for good cause shown by the Grantee)
after the notice to show cause why the license should not be revoked
or modified. The Grantee has the right to appeal, in accordance with
37 CFR 404 and 10 CFR Part 781, any decision concerning the
revocation or modification of its license.
(f) Grantee Action to Protect Government's Interest
-----------------------------------------------
(1) The Grantee agrees to execute or to have executed and promptly
deliver to the Patent Counsel all instruments necessary to:
(i) Establish or confirm the rights the Government has throughout
the world in those subject inventions to which the Grantee
elects to retains title, and
(ii) Convey title to DOE when requested under (d) above and to enable
the Government to obtain patent protection throughout the world
in that subject invention.
(2) The Grantee agrees to require, by written agreement, its employees,
other than clerical and nontechnical employees, to disclose promptly
in writing to personnel identified as responsible for the
administration of patent matters and in a format suggested by the
Grantee each subject invention made under this grant in order that
the Grantee can comply with the disclosure provision of (c) above and
to execute all papers necessary to file patent applications on
subject inventions and to establish the Government's rights in the
subject inventions. The disclosure format should require, as a
minimum, the information requested by subparagraph (c)(1) above. The
Grantee shall instruct such employees through the employee agreements
or suitable educational programs on the importance of reporting
inventions in sufficient time to permit the filing of patent
applications prior to United States or foreign statutory bars.
(3) The Grantee will notify the Patent Counsel of any decision not to
continue prosecution of a patent application, pay maintenance fees,
or defend in a reexamination or opposition proceeding on a patent, in
any country, not less than thirty days before the expiration of the
response period required by the relevant patent office.
(4) The Grantee agrees to include, within the specification of any United
States patent applications and any patent issuing thereon covering a
subject invention, the following statement, "This invention was made
with Government support under (identify the grant) awarded by the
Department of Energy. The Government has certain rights in this
invention."
(5) The Grantee agrees to:
(i) Upon request, provide a report to the close-out of the grant
listing all subject inventions or stating that there were none;
(ii) Provide, upon request, a copy of the patent application, filing
date, serial number and title, patent number and issue date for
any subject invention in any country in which the grantee has
applied for a patent; and
(iii) Provide, upon request, but not more than annually, listings
of all subject inventions which were disclosed to DOE
during the applicable reporting period.
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32
(g) Contracts and Subgrants under the Grant
---------------------------------------
(1) The Grantee will include this clause, suitably modified to identify
the parties, in all contracts and subgrants under the grant,
regardless of tier, for experimental, developmental, or research work
to be performed by a small business firm or a domestic nonprofit
organization. The contractor or subgrantee will retain all rights
provided for the Grantee in this clause, and the Grantee will not, as
part of the consideration for awarding the contract or subgrant,
obtain rights in the contractor's or subgrantee's subject inventions.
(2) The Grantee will include in all other contracts or subgrants under
the grant, regardless of tier, for experimental, developmental,
demonstration, or research work the patent rights clause required of
41 CFR 9-9.107-5(a) or 9-9.107-6, as appropriate, modified to
identify the parties.
(3) In the case of contract or subgrant under the grant at any tier, DOE,
the contractor or subgrantee, and the Grantee agree that the mutual
obligations of the parties created by this clause constitute a
contract between the contractor or subgrantee and DOE with respect to
those matters covered by this clause.
(h) Reporting on Utilization of Subject Inventions
----------------------------------------------
The Grantee agrees to submit on request periodic reports no more frequently
than annually on the utilization of a subject invention or on efforts at
obtaining such utilization that are being made by the Grantee or its licensees
or assignees. Such reports shall include information regarding the status of
development, date of first commercial sale or use, gross royalties received by
the Grantee, and such other data and information as DOE may reasonably specify.
The Grantee also agrees to provide additional reports as may be requested by
DOE in connection with any march-in proceeding undertaken by DOE in accordance
with paragraph (j) of this clause. As required by 35 U.S.C. 202(c)(5), DOE
agrees it will not disclose such information to persons outside the Government
without permission of the Grantee.
(i) Preference for United States Industry
-------------------------------------
Notwithstanding any other provision of this clause, the Grantee agrees that
neither it nor any assignee will grant to any person the exclusive right to use
or sell any subject inventions in the United States unless such person agrees
that any products embodying the subject invention or produced through the use
of the subject invention will be manufactured substantially in the United
States. However, in individual cases, the requirement for such an agreement
may be waived by DOE upon a showing by the Grantee or its assignee that
reasonable but unsuccessful efforts have been made to grant licenses on similar
terms to potential licensees that would be likely to manufacture substantially
in the United States or that under the circumstances domestic manufacture is
not commercially feasible.
(j) March-in Rights
---------------
The Grantee agrees that with respect to any subject invention in which it has
acquired title, DOE has the right in accordance with the procedures in 37 CFR
401.6 and any supplemental regulations of DOE to require the Grantee, as
assignee or exclusive licensee of a subject invention to grant a nonexclusive,
partially exclusive, or exclusive license in any field of use to a responsible
applicant or applicants, upon terms that are reasonable under the
circumstances, and if the Grantee, assignee, or exclusive licensee refuses such
a request, DOE has the right to grant such a license itself if DOE determines
that:
-31-
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(1) Such action is necessary because the Grantee or assignee has not
taken, or is not expected to take within a reasonable time, effective
steps to achieve practical application of the subject invention in
such field of use;
(2) Such action is necessary to alleviate health or safety needs which
are not reasonably satisfied by the Grantee, assignee, or their
licensees;
(3) Such action is necessary to meet requirements for public use
specified by federal regulations and such requirements are not
reasonably satisfied by the Grantee, assignee, or licensees; or
(4) Such action is necessary because the agreement required by paragraph
(i) of this clause has not been obtained or waived or because a
licensee of the exclusive right to use or sell any subject invention
in the United States is in breach of such agreement.
(k) Special Provisions for Grants with Nonprofit Organizations
----------------------------------------------------------
If the Grantee is a non-profit organization, it agrees that:
(1) Rights to a subject invention in the United States may not be
assigned without the approval of DOE, except where such assignment is
made to an organization which has as one of its primary functions the
management of inventions, provided that such assignee will be subject
to the same provisions as the grant;
(2) The Grantee will share royalties collected on a subject invention
with the inventor, including Federal employee co-inventors (when DOE
deems it appropriate) when the subject invention is assigned in
accordance with 35 U.S.C. 202(e) and 37 CFR 401.10;
(3) The balance of any royalties or income earned by the Grantee with
respect to subject inventions, after payment of expenses (including
payments to inventors) incidental to the administration of subject
inventions, will be utilized for the support of scientific research
or education; and
(4) It will make efforts that are reasonable under the circumstances to
attract licensees of subject inventions that are small business firms
and that it will give a preference to a small business firm when
licensing a subject invention if the Grantee determines that the
small business firm has a plan or proposal for marketing the
invention which, if executed, is equally as likely to bring the
invention to practical application as any plans or proposals from
applications that are not small business firms; provided that the
Grantee its also satisfied that the small business firm has the
capability and resources to carry out is plan or proposal. The
decision whether to give a preference in any specific case will be at
the discretion of the Grantee. However, the Grantee agrees that the
Secretary of Commerce may review the Grantee's licensing program and
decisions regarding small business applicants, and the Grantee will
negotiate changes to its licensing policies, procedures, or practices
with the Secretary of Commerce when the Secretary of Commerce's
review discloses that the Grantee could take reasonable steps to
implement more effectively the requirements of this paragraph (k)(4).
(l) Communications
--------------
The DOE central point of contact for communications or matters relating to this
clause is the Patent Counsel.
-32-
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ARTICLE 4. ADDITIONAL TECHNICAL DATA REQUIREMENTS
(a) In addition to the technical data specified elsewhere in this grant
to be delivered, the Contracting Officer may at any time during the
grant performance or within one year after final payment call for the
Grantee to deliver any technical data first produced or specifically
used in the performance of this grant except technical data
pertaining to items of standard commercial design.
(b) The provisions of the "Rights in Technical Data" article included in
this grant are applicable to all technical data called for under this
"Additional Technical Data Requirements" article. Accordingly,
nothing contained in this article shall require the Grantee to
actually deliver any technical data, the delivery of which is excused
by paragraph (e) of the Rights in Technical Data article.
(c) When technical data are to be delivered under this article, the
Grantee will be compensated for appropriate costs for converting such
data into the prescribed from, for reproduction, and for delivery.
ARTICLE 5. RIGHTS IN TECHNICAL DATA - LONG FORM
(a) Definitions
-----------
(1) "Technical Data" means recorded information regardless of form or
characteristic, of a scientific or technical nature. It may, for
example, document research, experimental, developmental, or
demonstration, or engineering work, or be usable or used to define a
design or process, or to procure, produce, support, maintain, or
operate material. The data may be graphic or pictorial delineations
in media such as drawings or photographs, text in specifications or
related performance or design type documents or computer software
(including computer programs, computer software data bases, and
computer software documentation). Examples of technical data include
research and engineering data, engineering drawings and associated
lists, specifications, standards, process sheets, manuals, technical
reports, catalog item identification, and related information.
Technical data as used herein does not include financial reports,
cost analyses, and other information incidental to contract
administration.
(2) "Proprietary Data" means technical data which embody trade secrets
developed at private expense, such as design procedures or
techniques, chemical composition of materials, or manufacturing
methods, processes, or treatment, including minor modifications
thereof, provided that such data:
(i) Are not generally known or available from other sources without
obligation concerning this confidentiality;
(ii) Have not been made available by the owner to others without
obligation concerning their confidentiality; and
(iii) Are not already available to the Government without
obligation concerning their confidentiality.
(3) "Grant Data" means technical data first produced in the performance
of the grant, technical data which are specified to be delivered in
the grant, technical data that may be called for under the
"Additional Technical Data Requirements" article of the grant, if
any, or technical data actually delivered in connection with the
grant.
-33-
35
(4) "Unlimited Rights" means rights to use, duplicate, or disclose
technical data, in whole or in part, in any manner and for any
purpose whatsoever, and to permit others to do so.
(b) Allocation of Rights
--------------------
(1) The Government shall have:
(i) Unlimited rights in grant data except as otherwise provided
below with respect to proprietary data.
(ii) The right to remove, cancel, correct or ignore any markings not
authorized by the terms of this grant of any technical data
furnished hereunder, if in response to a written inquiry by DOE
concerning the propriety of the markings, the Grantee fails to
respond thereto within 60 days or fails to substantiate the
proprietary of the markings. In either case DOE will notify the
Grantee of the action taken.
(iii) No rights under this grant in any technical data which are
not grant data.
(2) The Grantee shall have:
(i) The right to withhold proprietary data in accordance with the
provisions of this article, and
(ii) The right to use for its private purposes, subject to patent,
security or other provisions of this grant, grant data it first
produces in the performance of this grant provided the data
requirements of this grant have been met as of the date of the
private use of such data. The Grantee agrees that to the extent
it receives or is given access to proprietary data or other
technical, business or financial data in the form of recorded
information from DOE or a DOE grant, contract or subcontractor,
the Grantee shall treat such data in accordance with any
restrictive legend contained thereon, unless use is specifically
authorized by prior written approval of the Contracting Officer.
(3) Nothing contained in this "Rights in Technical Data" article shall
imply a license to the Government under any patent or be construed as
affecting the scope of any license or other rights otherwise granted
to the Government under any patent.
(c) Copyrighted Material
--------------------
(1) The Grantee shall not, without prior written authorization of the
Contracting Officer, establish a claim to statutory copyright in any
grant data first produced in the performance of the grant. To the
extent such authorization is granted, the Government reserves for
itself and others acting on its behalf a royalty-free, nonexclusive,
irrevocable, world-wide license for Governmental purposes to publish,
distribute, translate, duplicate, exhibit and perform any such data
copyrighted by the Grantee.
(2) The Grantee agrees not to include in the technical data delivered
under the grant any material copyrighted by the Grantee and not to
knowingly include any material copyrighted by others without first
granting or obtaining at no cost a license therein for the benefit of
the Government of the same scope as set forth in paragraph (c)(1)
above. If such royalty-free license is unavailable and the Grantee
nevertheless determines that such copyrighted material must be
included in the technical data to be delivered, rather than merely
incorporated therein by
-34-
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reference, the Grantee shall request the written authorization of the
Contracting Officer to include such copyrighted material in the
technical data without a license.
(d) Contracting Under this Grant
----------------------------
It is the responsibility of the Grantee to obtain from its
contractors hereunder technical data and rights therein, on behalf of the
Government, necessary to fulfill the Grantee's obligations to the
Government with respect to such data. In the event of refusal by a
contractor hereunder to accept an article affording the Government such
rights, the Grantee shall:
(1) Promptly submit written notice to the Contracting Officer setting
forth reasons for said contractor refusal and other pertinent
information which may expedite disposition of the matter; and
(2) Not proceed with said contract without the written authorization of
the Contracting Officer.
(e) Withholding of Proprietary Data
-------------------------------
Notwithstanding the inclusion of the "Additional Technical Data
Requirements" article in this grant or any provision of this grant
specifying the delivery of technical data, the Grantee may withhold
proprietary data from delivery, provided that the Grantee furnishes in
lieu of any such proprietary data so withheld technical data disclosing
the source, size, configuration, mating and attachment characteristics,
functional characteristics and performance requirements ("Form, Fit and
Function" data, e.g., specification control drawings, catalog sheets,
envelope drawings, etc.) or a general description of such proprietary data
where "Form, Fit and Function" data are not applicable. The Government
shall acquire no rights to any proprietary data so withheld except that
such data shall be subject to the "inspection rights" provisions of
paragraph (f), and, if included, the "limited rights in proprietary data"
provisions of paragraph (g) and the "Grantee licensing" provisions or
paragraph (h).
(f) Inspection Rights
-----------------
Except as may be otherwise specified in this grant for specific items
of proprietary data which are not subject to this paragraph, the
Contracting Officer's representatives, at all reasonable times up to three
(3) years after final payment under this grant, may inspect at the
Grantee's facility any proprietary data withheld under paragraph (e) and
not furnished under paragraph (g), if included, for the purposes of
verifying that such data properly fell within the withholding provision of
paragraph (e), or for evaluating work performance.
ARTICLE 7. RIGHTS TO PROPOSAL DATA
It is agreed that as a condition of the award of this grant or modification
thereto, and notwithstanding the provisions of any notice appearing on the
proposal(s), the Government shall have the right to use, duplicate, and
disclose and have others to do so for any purpose whatsoever, the technical
data contained in the proposal(s) upon which this grant or modification is
based.
-35-
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ADDITIONAL SPECIAL PROVISIONS
Item Page
- ---- ----
A. Statement of Substantial Involvement 1
B. Technical Direction and Surveillance 2
-36-
38
A. Statement of Substantial Involvement
------------------------------------
The U.S. Department of Energy (hereinafter "DOE") and Collaborative Research
Division, Collaborative Research, Inc. (hereinafter referred to as CRD)
hereby enter into a Cooperative Agreement ("Agreement") for the purpose of
conducting a three-year, mutually agreeable research program entitled
"Microbial Genome Sequencing."
This Agreement supports the application of a random shotgun-based multiplex
sequencing strategy to the genome of a thermophilic archaebacterium,
Methanobacterium thermoautotrophicum, and other program-relevant bacteria to
be determined at a later date. The project will enhance the knowledge and
understanding of microbial genomes, contribute to DOE goals within the
Microbial Genome Initiative, and provide a beneficial resource for the
scientific and technical community.
The following statements describe the anticipated substantial involvement
between DOE and CRD, under the Cooperative Agreement awards.
DOE ROLES AND RESPONSIBILITIES: The DOE will provide programmatic direction
and evaluation, through normal project monitoring, technical review, and peer
review, and also through the creation of and participation on a Microbial
Genome Advisory Board (hereinafter referred to as the MGAB). Through its
participation on the MGAB, the DOE will be involved with selection of strains
for sequencing and the DOE will have responsibility for final approval of all
strains selected. Also, through its participation on the MGAB, the DOE will
provide evaluation and review of technical and scientific reports; however,
final content of all reports, including the annual progress report, is the
responsibility of the CRD. The DOE will conduct an annual on-site review of
all project activities, for the purpose of providing input for future
programmatic direction of the project; as necessary, the DOE will also review
cognizant financial reports.
PARTICIPANT ROLES AND RESPONSIBILITIES: The CRD shall provide all personnel,
facilities, equipment, supplies, and services, and otherwise do all things
necessary for, or incident to, conducting the research project as set forth
in the application dated April 21, 1994. CRD is responsible for the overall
management of effort necessary for timely and professional execution of the
project work, and for coordination of the effort with other Microbial Genome
Initiative investigators, in conjunction with direction and guidance from the
MGAB and DOE. It is also incumbent on CRD to make publicly available all
microbial genome map and sequence data within six months after the data are
obtained; data should be placed into public community databases, when
possible. Sequence data must be submitted to Genome Sequence Data Base
(GSDB), GenBank, or any appropriate site that processes sequence entries for
international distribution.
The substantial involvement by the DOE under this Agreement will remain in
effect for the term of the Cooperative Agreement award unless otherwise
amended. Moreover, this statement of substantial involvement by the DOE does
not increase the DOE's liability under the Agreement award.
B. Technical Direction and Surveillance
------------------------------------
(1) The work to be performed by the Participant under this Cooperative
Agreement is subject to the surveillance and written Technical
Direction of a "DOE Project Officer", identified in block 11 of the
face page. The term "Technical Direction" is defined to include,
without limitation, the following:
(a) Directions to the Participant which redirects the work effort,
shift work emphasis between work areas or tasks, require pursuit
of certain lines of inquiry, fill in details or otherwise
provide technical guidance to the Participant in order to
accomplish the tasks and requirements stated in the Statement of
Work as contained in the Agreement.
-37-
39
(b) Provision of information to the participant which assists in the
interpretation of drawings, specifications or technical portions of
the Statement of Work as contained in the Agreement.
(c) Review and, where required by the Cooperative Agreement, approval of
technical reports, drawings, specifications or technical information
to be delivered by the Participant to DOE under the Cooperative
Agreement.
(2) Technical direction and management surveillance shall not impose
tasks or requirements upon the Participant additional to or different
from the tasks and requirements stated in the Statement of Work, of
this Agreement. The Technical Direction to be valid:
(a) Must be issued in writing consistent with the tasks and
requirements stated in the Statement of Work of this Agreement;
and
(b) May not:
1 constitute an assignment of additional work outside the
task requirements stated in the Statement of Work of this
Agreement;
2 in any manner cause an increase or decrease in the total
estimated project cost or the time required for project
performance;
3 change any of the expressed terms, conditions or
specifications of the Cooperative Agreement; or
4 accept non-conforming work.
(3) The Participant shall proceed promptly with the performance of
Technical Directions duly issued by the DOE Project Officer in the
manner prescribed by paragraph (2) and which are within his authority
under the provisions of paragraph (1); provided, however, that the
Participant shall immediately cease the performance of any Technical
Direction upon receipt of a written instruction to that effect from
the Contracting Officer.
(4) If in the opinion of the Participant any Technical Direction issued
by the DOE Project Officer is within one of the categories as defined
in (2)(b) 1 through 4 above, the Participant shall not proceed but
shall notify the Contracting Officer in writing within five working
days after the receipt of any such Technical Direction and shall
request the Contracting Officer to rescind such direction or mutually
agree to modify the agreement accordingly.
(5) The only persons authorized to give Technical Direction to the
Participant under this agreement are the Contracting Officer and any
"DOE Project Officer" as listed in Block 11 of the NFAA. Any action
taken by the Participant in response to any direction given by any
person other than the Contracting Officer shall not be binding upon
the Government.
-38-
40
DOE F 4600.1 (3-85)
U.S. DEPARTMENT OF ENERGY
NOTICE OF FINANCIAL ASSISTANCE AWARD
Under the authority of Public Law 95-91, U.S. DEPARTMENT OF ENERGY ORGANIZATION
ACT and subject to legislation, regulations and policies applicable to (cite
legislative program title):
HEALTH AND ENVIRONMENTAL RESEARCH
1. PROJECT TITLE
Microbial Genome Sequencing
2. INSTRUMENT TYPE
___ GRANT X COOPERATIVE AGREEMENT
3. RECIPIENT (Name, address, zip code, area code and telephone No.)
Genome Therapeutics Corporation
100 Beaver St.
Waltham, MA 02154 617/893-5007
4. INSTRUMENT NO.
DE-FC02-95ER61967
5. AMENDMENT NO.
A001
6. BUDGET PERIOD
FROM: 12/01/94
THRU: 11/30/95
7. PROJECT PERIOD
FROM: 12/01/94
THRU: 11/30/97
8. RECIPIENT PROJECT DIRECTOR (Name and telephone No.)
Douglas R. Smith 617/893-5007
9. RECIPIENT BUSINESS OFFICER (Name and telephone No.)
Gerald F. Vovis 617/893-5007
10. TYPE OF AWARD
___ NEW ___ CONTINUATION ___ RENEWAL
X REVISION ___ SUPPLEMENT ___ OTHER
41
11. DOE PROJECT OFFICER (Name, address, zip code, telephone No.)
D. Jay Grimes, ER-74
U.S. Department of Energy
Washington, D.C. 20585 301/903-4183
12. ADMINISTERED FOR DOE BY (Name, address, zip code, telephone No.)
Susan K. Borthwick, Contract Specialist
U.S. Department of Energy
9800 South Cass Avenue
Argonne, IL 60439 708/252-2377
13. RECIPIENT TYPE
___ STATE GOV'T
___ INDIAN TRIBAL GOV'T
___ HOSPITAL
X FOR PROFIT ORGANIZATION
___ INDIVIDUAL
___ LOCAL GOV'T
___ INSTITUTION OF HIGHER EDUCATION
___ OTHER NONPROFIT ORGANIZATION
X C ___ P ___ SP
___ OTHER (Specify) _____________
14. ACCOUNTING AND APPROPRIATIONS DATA
a. Appropriation Symbol
89X0224.91
b. B&R Number
KP0203
c. FT/AFP/OC
YA/CH/410
d. CFA Number
N/A
15. EMPLOYER I.D. NUMBER/SSN
042297484
16. BUDGET AND FUNDING INFORMATION
a. Current Budget Period Information
(1) DOE Funds Obligated This Action $ (77,000.00)
(2) DOE Funds Authorized for Carry Over $ -0-
(3) DOE Funds Previously Obligated in this Budget Period $ 1,100,000.00
(4) DOE Share of Total Approved Budget $ 1,023,000.00
(5) Recipient Share of Total Approved Budget $ -0-
(6) Total Approved Budget $ 1,023,000.00
-2-
42
b. Cumulative DOE Obligations
(1) This Budget Period $ 1,023,000.00
[Total of lines a.(1) and a.(3)]
(2) Prior Budget Periods $ -0-
(3) Project Period to Date $ 1,023,000.00
[Total of lines b.(1) and b.(2)]
17. TOTAL ESTIMATED COST OF PROJECT $ N/A
(This is the current estimated cost of the project. It is not a promise to
award nor an authorization to expend funds in this amount.)
18. AWARD/AGREEMENT TERMS AND CONDITIONS
This award/agreement consists of this form plus the following:
(a) Special terms and conditions (if grant) or schedule, general
provisions, special provisions (if cooperative agreement)
(b) Applicable program regulations (specify ) 10 CFR Part 605
(Date) 1/1/95
(c) DOE Assistance Regulations, 10 CFR Part 600, as amended, Subparts A
and __ B (Grants) or X C (Cooperative Agreements).
(d) Application/proposal dated 4/20/94 ,
X as submitted
__ with changes as negotiated
19. REMARKS
- - This amendment deobligates $77,000.00 from the current budget period.
20. EVIDENCE OF RECIPIENT ACCEPTANCE
/s/ Gerald F. Vovis 8/31/95
- ----------------------------------------------------------
(Signature of Authorized Recipient Official) (Date)
Gerald F. Vovis, Ph.D.
- ------------------------------------------------
(Name)
Sr. Vice President, R & D
- ------------------------------------------------
(Title)
21. AWARDED BY
/s/ Charles G. Frazier 24 Aug. 1995
- ----------------------------------------------------------
(Signature) (Date)
Charles G. Frazier, Branch Chief
- ------------------------------------------------
(Name)
Contracts Division
Contracting Officer
- ------------------------------------------------
(Title)
-3-
43
CONTRACT NO. NO1-NS-4-2305 EXHIBIT B (REVISED)
MODIFICATION NO. 5
FEDERAL CONTRACTS AFFECTED BY NAME CHANGE TO GENOME THERAPEUTICS CORPORATION
NIEHS Contract #273-93-1-0011, National Institute of Environmental Health
Services
Attn: James Patterson, Contracting Officer
Contracts and Procurement Branch, NIEHS
P.O. Box 12874
Research Triangle Park, North Carolina 27709
NIH Contract #263-92-C-0099, Division of Procurement, National Institutes of
Health
Attn: Pamela L. Beverly, Contracting Officer
Division of Procurement, OA
Executive Plaza South, Room 818
6120 Executive Boulevard
Rockville, Maryland 20892
NINDS Contract #N01-NS-4-2305, National Institute of Neurological Disorders and
Stroke
Attn: Kirkland L. Davis, Contracting Officer
Contracts Management Branch
Federal Building, Room 901
7550 Wisconsin Avenue
Bethesda, Maryland 20892
-4-
44
DOE F 4600.1 (3-85)
U.S. DEPARTMENT OF ENERGY
NOTICE OF FINANCIAL ASSISTANCE AWARD
Under the authority of Public Law 95-91, U.S. DEPARTMENT OF ENERGY ORGANIZATION
ACT and subject to legislation, regulations and policies applicable to (cite
legislative program title):
HEALTH AND ENVIRONMENTAL RESEARCH
1. PROJECT TITLE
Microbial Genome Sequencing
2. INSTRUMENT TYPE
___ GRANT X COOPERATIVE AGREEMENT
3. RECIPIENT (Name, address, zip code, area code and telephone No.)
Genome Therapeutics Corporation
100 Beaver St.
Waltham, MA 02154 617/893-5007
4. INSTRUMENT NO.
DE-FC02-95ER61967
5. AMENDMENT NO.
A0002
6. BUDGET PERIOD
FROM: 12/01/95
THRU: 11/30/96
7. PROJECT PERIOD
FROM: 12/01/94
THRU: 11/30/97
8. RECIPIENT PROJECT DIRECTOR (Name and telephone No.)
Douglas R. Smith 617/893-5007
9. RECIPIENT BUSINESS OFFICER (Name and telephone No.)
Gerald F. Vovis 617/893-5007
10. TYPE OF AWARD
___ NEW X CONTINUATION ___ RENEWAL
___ REVISION ___ SUPPLEMENT ___ OTHER
45
11. DOE PROJECT OFFICER (Name, address, zip code, telephone No.)
D. Jay Grimes, ER-74
U.S. Department of Energy
Germantown, MD 20585 301/903-4183
12. ADMINISTERED FOR DOE BY (Name, address, zip code, telephone No.)
Susan K. Borthwick, Contract Specialist
U.S. Department of Energy
9800 South Cass Avenue
Argonne, IL 60439 708/252-2377
13. RECIPIENT TYPE
___ STATE GOV'T
___ INDIAN TRIBAL GOV'T
___ HOSPITAL
X FOR PROFIT ORGANIZATION
___ INDIVIDUAL
___ LOCAL GOV'T
___ INSTITUTION OF HIGHER EDUCATION
___ OTHER NONPROFIT ORGANIZATION
X C ___ P ___ SP
___ OTHER (Specify) _____________
14. ACCOUNTING AND APPROPRIATIONS DATA
a. Appropriation Symbol
89X0224.91
b. B&R Number
KP0203/KP0402
c. FT/AFP/OC
YA/CH/410
d. CFA Number
N/A
15. EMPLOYER I.D. NUMBER/SSN
042297484
16. BUDGET AND FUNDING INFORMATION
a. Current Budget Period Information
(1) DOE Funds Obligated This Action $ 1,000,000.00
(2) DOE Funds Authorized for Carry Over $ -0-
(3) DOE Funds Previously Obligated in this Budget Period $ -0-
(4) DOE Share of Total Approved Budget $ 1,000,000.00
(5) Recipient Share of Total Approved Budget $ -0-
(6) Total Approved Budget $ 1,000,000.00
-2-
46
b. Cumulative DOE Obligations
(1) This Budget Period $ 1,000,000.00
[Total of lines a.(1) and a.(3)]
(2) Prior Budget Periods $ 1,023,000.00
(3) Project Period to Date $ 2,023,000.00
[Total of lines b.(1) and b.(2)]
17. TOTAL ESTIMATED COST OF PROJECT $ N/A
(This is the current estimated cost of the project. It is not a promise to
award nor an authorization to expend funds in this amount.)
18. AWARD/AGREEMENT TERMS AND CONDITIONS
This award/agreement consists of this form plus the following:
a. Special terms and conditions (if grant) or schedule, general
provisions, special provisions (if cooperative agreement)
b. Applicable program regulations (specify ) 10 CFR Part 605
(Date) 1/1/95
c. DOE Assistance Regulations, 10 CFR Part 600, as amended, Subparts A
and X B and X D (if cooperative agreement).
d. Application/proposal dated 4/20/94 ,
X as submitted
___ with changes as negotiated
19. REMARKS
Effective on the first day of the budget period added by this amendment,
the Budget Period 2 Budget Page, attached hereto, is substituted for th Budget
Period 2 Budget Page previously incorporated into this grant. All other terms
and conditions remain unchanged.
20. EVIDENCE OF RECIPIENT ACCEPTANCE
/s/ Gerald F. Vovis 1/15/96
- --------------------------------------------------------------
(Signature of Authorized Recipient Official) (Date)
Gerald F. Vovis, Ph.D.
- ----------------------------------------------------------
(Name)
Senior V.P., Research & Development
- ----------------------------------------------------------
(Title)
21. AWARDED BY
/s/ June M. Wiinikka, Branch Chief Dec 23, 1995
- ------------------------------------------------------------------
(Signature) (Date)
June M. Wiinikka, Branch Chief
- ----------------------------------------------------------
(Name)
-3-
47
Contracts Division
Contracting Officer
-------------------
(Title)
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DOE F 4620.1 OMB Control No.
(04-93) 1910-1400
All Other Editions Are Obsolete OMD Burden Disclosure
Statement on Reverse
U.S. Department of Energy
BUDGET PAGE
(See reverse for Instructions)
Budget Period 2
Organization
Genome Therpapeutics, Corp. Budget Page No. 2
Principal Investigator (PIV Project Director (PD) Requested Duration 12
(Months) Douglas R. Smith, Ph.D.
A. SENIOR PERSONNEL: PI/PD, Co-PI's, Faculty and
Other Senior Associates (List each separately with title, A.7 show number
in bracket(s))
1. Douglas R. Smith
CAL: 0.1
ACAD:
SUMR:
Funds Requested by Applicant: $9,000
Funds Granted by DOE:
2.
3.
4.
5.
6. ( ) Others (List Individually on Budget Explanation Page)
7. (1) Total Senior Personnel (1-6)
CAL: 0.1
ACAD:
SUMR:
Funds Requested by Applicant: 9,000
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Funds Granted by DOE:
B. Other Personnel (Show Numbers in Brackets)
1. (1) Post Doctoral Associates
CAL: 0.2
ACAD:
SUMR:
Funds Requested by Applicant: 13,000
Funds Granted by DOE
2. (3) Other Professionals (Technician Programmer, etc.)
CAL: 8.5
ACAD:
SUMR:
Funds Requested by Applicant: 292,024
Funds Granted by DOE
3. ( ) Graduate Students
4. ( ) Undergraduate Students
5. ( ) Secretarial - Clerical
6. ( ) Other
Total Salaries and Wages (A+B)
CAL:
ACAD:
SUMR:
Funds Requested by Applicant: 314,024
Funds Granted by DOE
C. Fringe Benefits (if charged as direct costs)
CAL:
ACAD:
SUMR:
Funds Requested by Applicant: 106,768
Funds Granted by DOE
Total Salaries, Wages and Fringe Benefits (A+B+C)
CAL:
ACAD:
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SUMR:
Funds Requested by Applicant: 420,792
Funds Granted by DOE
D. Permanent Equipment (List Item and Dollar Amount for Each Item)
Total Permanent Equipment
E. Travel
1. Domestic (Incl. Canada and U.S. Possessions)
CAL:
ACAD:
SUMR:
Funds Requested by Applicant: 5,824
2. Foreign
Total Travel: 5,824
F. Trainee/Participant Costs
1. Stipends (itemize levels, types + totals on budget justification
page)
2. Tuition & Fees
3. Trainee Travel
4. Other (fully explain on justification page)
Total Participants ( ) Total Costs
G. Other Direct Costs
1. Materials and Supplies
CAL:
ACAD:
SUMR:
Funds Requested by Applicant: 218,933
2. Publication Costs/Documentation/Dissemination
3. Consultant Services
4. Computer (ADP) Services
5. Subcontracts
CAL:
ACAD:
SUMR:
Funds Requested by Applicant: 40,000
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6. Other
CAL:
ACAD:
SUMR:
Funds Requested by Applicant: 16,520
Total Other Direct Costs: 275,458
H. Total Direct Costs (A through G)
CAL:
ACAD:
SUMR:
Funds Requested by Applicant: 702,069
I. Indirect Costs (Specify Rate and Base)
45% x 662,069 (MTDC)
Total Indirect Costs: 297,931
J. Total Direct and Indirect Costs (H+I): 1,000,000
K. Amount of Any Required Cost-Sharing From Non-Federal Sources
L. Total Cost of Project (J+K): 1,000,000
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