SUPPLIES/SERVICES

Exhibit 10.71

SECTION B — Supplies or Services and Prices

CLINs 0001 and 0002 (Cost plus Fixed Fee)

B.1                               The Contractor, as an independent contractor and not as an agent of the Government, shall, in accordance with the terms and conditions more particularly set forth below, furnish all management, facilities, supplies, personnel, and equipment and shall do all which is necessary or incident to the satisfactory and timely performance of the work as proposed and accepted by the Government.

B.2                               It is the intention of the parties that this contract reflects the provisions of FAR 16.306 to constitute a Cost plus Fixed Fee contract as defined therein. The work performed hereunder shall be performed by personnel possessing no less than the level of qualifications proposed by the Contractor and considered by the Government in awarding this contract.

B.3                               The final price of this contract shall be the total of all costs determined reimbursable in accordance with the Allowable Cost and Payment Clause, FAR 52.216-7, but not exceeding the estimated cost which is specified above.

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SECTION C - Descriptions and Specifications

(Cost plus Fixed Fee)

C.1                               The research and services required under Section B shall be performed in accordance with the contractor’s Small Business Innovative Research (SBIR) Phase II proposal C081-105-0080 titled, Multiple Indication Adjuvants. The above noted proposal is incorporated herein by reference and a copy is on file at the U.S. Army Research Office.

C.2                               In the event of an inconsistency between the provisions of this contract and the Contractor’s proposal, the inconsistency shall be resolved by giving precedence in the following order: (a) the contract, (b) other attachments or modifications to the contract, and (c) the technical proposal.

C.3                               The named Principle Investigator shall be closely involved and continuously responsible for the conduct of the work. The PI for this project is Dr. Ramon Flick. A change to the PI requires prior approval by the Contracting Officer through a modification to the contract.

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SECTION D - Packaging and Marking

Cost Plus Fixed Fee

D.1.                           Packaging (preservation and packing) and marking of deliverable items called for under this contract shall be in accordance with Contractor’s best commercial practice to insure safe arrival at destination.

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SECTION E - Inspection and Acceptance

Supplies/services will be inspected/accepted at:

The following contract clause is pertinent to this section and is hereby incorporated by reference:

E.1.  The contractor will submit all scientific reports to the office specified in Section F.2 (a) and (b) of the contract for inspection and acceptance. Reports shall be prepared in accordance with the SBIR program solicitation and in accordance with Sections F.2 and F.3 of this contract.

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SECTION F - Deliveries or Performance

CLINs 0001 and 0002 (Cost plus Fixed Fee)

The following contract clauses are hereby incorporated by reference:

F.1  Performance Period:

CLIN 0001: The research called for during CLIN 0001 shall be performed for a period not to exceed twelve months starting on the effective date of this contract (see block 3 on the Standard Form 26).

CLIN 0002: This contract also contains a twelve month option that may be unilaterally exercised by the government (see FAR Clause 52.217-9 located in Section I of the contract). If the Government elects to exercise the option period; the period of performance will start on the effective date of the modification and shall conclude 12 months thereafter.

F.2  Delivery of Data: Reports called for by this contract shall be delivered as follows:

a.  Quarterly Progress Reports — (1 copy) These reports must be received by the 20th day of the month  following the end of the preceding quarter. The quarterly reports shall include a completed SF 298 (http://www.arl.army.mil/main/main/default.cfm?Action=29&Page=218), “Report Documentation Page”. Quarterly reports shall be submitted electronically in PDF format to https://extranet.aro.army.mil. Hard copies will be accepted if electronic submission is not possible. If hard copies are sent, send 2 copies to the appropriate address shown below.

b. Final Progress Report — (3 copies) Submitted within ninety (90) days of the expiration of the performance period specified in F.1 above or any extension thereto. Administrative costs are permitted for the development of the Final Progress Report even if beyond period of performance but total payment not-to-exceed the total negotiated contract line item amount. The Final Progress Report, SF 298, copy of Final Voucher, and DD Form 882 shall be submitted to one of the addresses in F.2.a. above. Distribution for the final report shall be in accordance with the instructions shown in F.2 above.

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c.  DD Form 882, Report of Inventions and Subcontracts (2 copies) - The contractor shall disclose each subject invention to the ARO agency within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters. The disclosure to the agency shall be in the form of a written report and shall identify the contract 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 agency, the Contractor will promptly notify the agency of the acceptance of any manuscript describing the invention for publication or of any on sale or public use planned by the Contractor.

F.3  Reports: Quarterly reports and a final report are required for each Phase II project. All reports shall include a completed SF 298, “Report Documentation Page” as the first page identifying the purpose of the work, a brief description of the work carried out, the findings or results, and potential applications of the effort. The summary may be published by DoD and therefore must not contain proprietary or classified information. The balance of the report should indicate in detail the project objectives; work carried out, and results obtained. In completing the SF 298, the following issues need to be addressed:

a. Block 12a (Distribution/Availability Statement) of the SF 298 in each unclassified final report must contain one of the following statements:

1. Distribution authorized to U.S. Government Agencies only; contains proprietary information.

2. Approved for public release; distribution unlimited.

b. Block 13 (Abstract) of the SF 298 must include as the first sentence, “Report developed under SBIR contract W911NF-09-C-0072 for topic “CBD08-105”. The abstract must identify the purpose of the work, a brief description of the work carried out, the findings or results, and potential applications of the effort. Since the DoD will publish the abstract, it must not contain proprietary or classified data.

c. Block 14 (Subject Terms) of the 298 must include the term “SBIR Report.”

d. The final payment on the contract will not be processed until all deliverables are received.

e. The Army Research Office (ARO) will make primary distribution to the Defense Technical Information Center (DTIC), who secondarily distributes the unclassified and unlimited distribution reports to the National Technical Information Service (NTIS) for sale to the general public. DTIC distributes limited distribution reports according to the limitations imposed by the sponsored agency.

Note: Reporting instructions are further defined in ARO Form 18 found at
http://www.arl.army.mil/main/main/default.cfm?Action=29&Page=218.

F.4  Contractor Manpower Reporting Requirements:

Technical Cost Analysis of Contractor Manpower Reporting (CMR) Requirement
Accounting for Contract Services, otherwise known as contractor Manpower Reporting (CMR), is a Department of Defense Business Initiative Council (BIC) sponsored program to obtain better visibility of the contractor service workforce. This reporting requirement applies to all Army contracts. Offerors are instructed to include costs to report CMR data within their cost proposal.

The contractor is required to report contractor manpower information associated with performance of this contract action in support of Army requirements, to the Office, Assistant Secretary of the Army (Manpower and Reserve Affairs), using the secure Army data collection web-site at https://cmra.army.mil/.

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SECTION G - Contract Administration Data

CLINs 0001 (Cost plus Fixed Fee)
Accounting and Appropriation Data:

Funding for CLIN 0001 is added as follows:

G.1             Delegation of Administrative Functions:
Per FAR Part 42, the Contracting Officer has delegate property administration and certain administrative responsibilities to the Defense Contract Management Agency provided herein.

The cognizant DCMA Office

DCMA Twin Cities

B.H. Whipple Federal Building

Room 1150

1 Federal Drive

Ft. Snelling, MN 55111

Phone#: 612 ###-###-####

DoDAAC: S2401A

G.2             Payment of voucher:

Payment vouchers (Standard Form 1034) shall be submitted no more frequently than twice a month through the wide area workflow (WAWF) database in accordance with FAR Clause 52.216-4, Allowable Cost and Payment.

All relevant DoDAAC codes are located in this document, these codes are required when input data into the WAWF database. You can track your payment information on the DFAS website at www.dod.mil/dfas/contractorpay/myinvoice.html.

G.3             Audit Functions:

Audit functions will be conducted by the following Defense Contract Audit Agency:

Minneapolis Branch Office — 03541

250 Marquette Avenue

Suite 525

Minneapolis, MN ###-###-####

DoDAAC: HAA240

Phone No: 612 ###-###-####

Email: ***@***

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Information on the audit process, including submission of vouchers is available from the Defense Contract Audit Agency. The contractor may request a copy of a guide entitled “Information for Contractors” (DCAAP 7641-90), August 1996, from Headquarters, Defense Contract Audit Agency, Operating Administrative Office, 8725 John J. Kingman Road, Suite 2135, Fort Belvoir, VA 22060-6219: Telephone No.  ###-###-####: Facsimile No.  ###-###-####; or request by e-mail: * ***@***.  To ensure you have the necessary information to process billings and inquire if the DCAA office assigned to this contract has any procedures peculiar to that office, it is advisable you familiarize yourself with the audit process.

G.4             The Contracting Officer’s Technical Representative for this project is:

Dr. Jennifer Becker

US Army Research Office

P.O. Box 12211

Research Triangle Park, NC ###-###-####

Voice: (919) 549-4224

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SECTION H - Special Contract Requirements

H.1          Release of Information: The Contractor agrees that in the release of information relating to this contract, such release shall include a statement to the effect that the project or effort depicted was or is sponsored by the Defense Advanced Research Projects Agency and U.S. Army Research Office, and that the content of the information does not necessarily reflect the position or the policy of the Government, and no official endorsement should be inferred. For the purpose of this provision, “information” includes news releases, articles, manuscripts, brochures, advertisements, still and motion pictures, speeches, trade association proceedings, symposia, etc.  The Contractor further agrees to include this provision in any subcontract awarded as a result of this contract.

H.2          Publications: Publication of results of the research project in appropriate professional journals is encouraged as an important method of recording and reporting scientific information. All information pertaining to this effort shall be submitted to and approved by DARPA prior to public release. One copy of each manuscript submitted for publication shall be forwarded to DARPA and ARO. Following publication, copies of reprints shall be submitted to the ARO in accordance with the reporting instructions in ARO Form 18. The Contracting Officer may request submission of publications to other addressees.

H.3          Research responsibility: The Contractor shall bear responsibility for the conduct of the research specified in the Contractor’s proposal identified din the contract. The Contractor will exercise judgment in obtaining the stated research objectives within the limits of the terms and conditions of the contract; provided, however, the Contractor will obtain the Contracting Officer’s approval to change the statement of work. Consistent with the foregoing the Contractor shall conduct the work as set forth in his proposal and accepted by the contract award. The Principal Investigator identified in the proposal shall be continuously responsible for the conduct of the research project and shall be closely involved with the research efforts. The Contractor shall advise the Contracting Officer if the Principal Investigator identified in the contract plans to devote less effort to the project than set forth in the proposal. The Contractor shall obtain the Contracting Officer’s approval prior to changing the named Principal Investigator.

H.4          Restriction on Printing: The government authorizes the reproduction of reports, data or other written material, if required, provided the material produced does not exceed 5,000 production units of any page, and items consisting of multiple pages do not exceed 25,000 production units in the aggregate. The Contractor shall obtain the express prior written authorization of the Contracting Officer to reproduce material in excess of the quantities cited above.

H.5          Security: If in the conduct of this contract, the Contractor develops information, which in the Contractor’s opinion might have an adverse effect on the national security if it were disclosed, the Contractor shall promptly notify the COR and should not disclose the information without the prior concurrence of the COR.

H.6          Export Licenses: The Contractor shall comply with all applicable U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance. The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at any Governm ent installation (whether within the U.S. or elsewhere), where the foreign person will have access to export-controlled technical data or software. The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

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H.7          Reimbursement of Travel and Per Diem Costs: The Government will reimburse the Contractor allowable travel costs incurred by the Contractor in performance of the contract in accordance with Far Subpart 31.2. Travel required for tasks assigned under this contract shall be governed in accordance with rules set forth for temporary duty travel in the Department of Defense Joint Travel Regulations, Volume II, for civilian personnel.

H.8          New Effort Certification: By execution of this contract, the Contractor certifies that he has not delivered nor is obligated to delivery to the Government under any contract or subcontract the same or substantially the same research that will be performed under this contract.

H.9          Safety: When and if applicable, the Contractor is required to comply with the safety provisions and guidelines specified in the following regulations:

AR 50-6 — Chemical Surety
AR 385-10 — Army Safety Program
AR 385-61 — Army Chemical Agent Safety Program
DA Pam 385-69 — Biological Defense Safety Program
42 CFR Part 73 — Select Agents and Toxins

Contractor shall ensure that all subcontractors comply with the aforementioned, where applicable.

H.10        Human Subjects: Research at funded organizations using human subjects may not begin until the U.S. Army Surgeon General’s Human Subjects Research Review Board (HSRRB) approves the protocol. Written approval to begin research or subcontract for the use of human subjects under the applicable protocol proposed for this award will be issued from the U.S. Army Medical Research and Materiel Command, HSRRB, under separate letter to the funded organization and the Principal Investigator. Non-compliance with any part of this provision may result in withholding of funds and/or the termination of the award.

The Principal Investigator will notify the ARO COR and the DARPA Program Manager within 24 hours if any of the following occur:  (i) the protocol is suspended, (ii) a death occurs as a consequence of the research protocol, or (iii) a life-threatening, adverse event occurs as a consequence of the research protocol.

By accepting funds under this contract, the Contractor assures that it will comply with applicable provisions of the Common Federal Policy for the Protection of Human Subjects, codified by the Department of Health and Human Services at 45 CFR Part 46 and implemented by the Department of Defense at 32 CFR Part 219.

H.11        Option: This contract is renewable, at the option of the Government and may be exercised at any time prior to the end of the time of performance cited in Section F, Subsection F.1. Should the Government exercise this option, written notification will be provided to the contractor by modification to this contract signed by the Contracting Officer.

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SECTION I - Contract Clauses

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)
This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://arlinside.arl.mil/offices/procure/library.htm or http://farsite.hill.af.mil/VFFARa.htm.

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(a) The Contractor shall make the following notifications in writing:

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

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(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b) The Contractor shall —

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor’s ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

(c) The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

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I.2.  DEFENSE ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 2) CLAUSES:

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