Confidential Materials omitted and filed separately with the Securities and Exchange Commission .Double asterisks denote omissions.

Exhibit 10.44

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission .Double asterisks denote omissions.

OMB Approval 2700-0042 

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

☐ The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ☐ is extended, ☐ is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:  

(a) By completing Items 8 and 15, and returning one (1) copy of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATA SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and data specified.

BEGINNING WITH THE EFFECTIVE DATE OF THIS MODIFICATION, THE GOVERNMENT AND THE CONTRACTOR MUTUALLY AGREE AS FOLLOWS:

B.2. ESTIMATED COST – OPTION, paragraph d., is hereby revised to reflect the revised period of performance under Option 1, which shall read as follows:

ARTICLE B.4. PROVISIONS APPLICABLE TO DIRECT COSTS, paragraph b., is revised to reflect the revised period of performance under Option 1, which shall read as follows:

b. Travel Costs

1.      Domestic Travel

Total expenditures for domestic travel (transportation, lodging, subsistence, and incidental expenses) incurred in direct performance of this contract shall not exceed the total amount $[**] during the Base Period (9/30/2006 – 6/30/2010), without the prior written approval of the Contracting Officer.

If the Government exercises its Options pursuant to the OPTION PROVISION Article in SECTION H of this contract, the Government’s total estimated amount for domestic travel shall not exceed the amounts indicated below:

ARTICLE B.5. ADVANCE UNDERSTANDINGS, paragraph c. and paragraph i., item 2., are hereby revised to reflect the revised period of performance under Option 1, which shall read as follows:

(1) Consultant fees to be paid to the members of the External Advisory Board are authorized as indicated below:

(2) Consultant fees to be paid to [**] are authorized as indicated below:

(3) Consultant fees to be paid to [**] Medical Services are authorized as indicated below:

2. The Government shall provide monies in amounts not to exceed those listed under Government’s Share, during the Base and Option 1, in the table below. The Contractor’s share is estimated at the amount(s) listed under Contractor’s Share, during the Base and Option 1, in the table below. The table below provides a breakout of cost sharing under the contract, during the Base and Option 1, as follows:

ARTICLE F.3. OPTION PERIODS, is hereby revised to reflect the revised period of performance under Option 1, and shall read as follows:

If the Government exercises its options pursuant to the OPTIONS PROVISION Article in SECTION H of this contract, the completion date of the contract will be extended as follows:

ARTICLE G.2. KEY PERSONNEL, HHSAR 352.242-70 (January 2006), is hereby revised to include the updated HHSAR reference/language, and shall read as follows:

ARTICLE G.2. KEY PERSONNEL, HHSAR 352.237-75 (December 2015)

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements). If the employee of the contractor is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide the maximum notice practicable under the circumstances. The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the Contracting Officer. The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.
 

(End of Clause)

The following individuals are considered to be essential to the work being performed hereunder:

ARTICLE G.3. INVOICE SUBMISSION/CONTRACT FINANCING REQUEST AND CONTRACT FINANCIAL REPORT, paragraph g., is hereby revised to reflect the revised period of performance under Option 1, which shall read as follows:

NOTE: When additional funding is provided by exercise of an Option, new line item numbers, including the line item descriptions, line item periods of performance, and funded amounts will be added to the above table in a subsequent modification.

ARTICLE H.6. CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH and ARTICLE H.23. RESTRICTION ON ABORTIONS, are hereby deleted in their entirety and replaced with the following:

ARTICLE H.6. CONTINUED BAN ON FUNDING ABORTION AND CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH, HHSAR 352.270-13 (December 2015)

  (End of clause)

ARTICLE H.7. NEEDLE DISTRIBUTION, is hereby deleted in its entirety and replaced with the following:

ARTICLE H.7. NEEDLE EXCHANGE, HHSAR 352.270-12 (December 2015)

The Contractor shall not use any funds obligated under this contract to carry out any program of distributing sterile needles or syringes for the hypodermic injection of any illegal drug.

(End of clause)

ARTICLE H.8. PRIVACY ACT, is hereby revised to include the updated HHSAR reference/language, and shall read as follows:

ARTICLE H.8. PRIVACY ACT, HHSAR 352.224-70 (December 2015)

This contract requires the Contractor to perform one or more of the following: (a) Design; (b) develop; or (c) operate a Federal agency system of records to accomplish an agency function in accordance with the Privacy Act of 1974 (Act) (5 U.S.C. 552a(m)(1)) and applicable agency regulations.  The term "system of records" means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.  Violations of the Act by the Contractor and/or its employees may result in the imposition of criminal penalties (5 U.S.C. 552a(i)).  The Contractor shall ensure that each of its employees knows the prescribed rules of conduct in CFR 45 part 5b and that each employee is aware that he/she is subject to criminal penalties for violation of the Act to the same extent as Department of Health and Human Services employees.  These provisions also apply to all subcontracts the Contractor awards under this contract which require the design, development or operation of the designated system(s) of records [5 U.S.C. 552a(m)(1)].  The contract work statement: (a) identifies the system(s) of records and the design, development, or operation work the Contractor is to perform; and (b) specifies the disposition to be made of such records upon completion of contract performance.

(End of clause)

45 CFR Part 5b contains additional information which includes the rules of conduct and other Privacy Act requirements and can be found at: http://www.access.gpo.gov/nara/cfr/waisidx_06/45cfr5b_06.html.

The Privacy Act System of Records applicable to this project is Number 09-25-0200. This document is available at: http://oma.od.nih.gov/public/MS/privacy/PAfiles/read02systems.htm.

SECTION K – REPRESENTATIONS & CERTIFICATIONS, item 1., is hereby revised to incorporate the latest FAR Clause reference and language, and to read as follows:

FAR Clause 52.204-19 Incorporation by Reference of Representations and Certifications (December 2014).

The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

All other terms and conditions to the contract remain unchanged.

END OF MODIFICATION NO. 13, CONTRACT NO. HHSN266200600019C