U.S. Army Contract with Sentigen Holding Corp. for Biological Detection Systems Improvement

Summary

This contract is between the U.S. Army (Robert Morris Acquisition Center) and Sentigen Holding Corporation. Sentigen will improve biological detection systems, specifically developing an olfactory receptor microarray-based sensor for explosives detection, in accordance with a detailed statement of work. The contract is a cost-plus-fixed-fee agreement valued at $1,645,209, with a 24-month performance period starting July 26, 2004. Sentigen must deliver specified data and reports, and any equipment purchased becomes U.S. Government property. Distribution of project results requires government approval.

EX-10.1 2 y68716exv10w1.txt AWARD/CONTRACT EXHIBIT 10.1 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2 Certain portions,indicated by [*****], of this exhibit have been omitted pursuant to Rule 24b-2 of the Securities Act of 1934. The omitted materials have been filed separately with the Securities and Exchange Commission. AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES UNDER DPAS (15 CFR 350) DOA7 1 30 2. CONTRACT (Proc. Inst.Ide) NO. 3. EFFECTIVE OF DATE 4. REQUISITION/PURCHASE DATE REQUEST/PROJECT NO. W91CRB-04-C-0049 26 Jul 2004 WITSWG-4270-1669 5. ISSUED BY CODE W91CRB 6. ADMINISTERED BY (If other than Item 5) CODE ___________ US ARMY ROBERT MORRIS ACQ CTR - W91CRB UNIQUE MISSIONS DIVISION ATTN: AMSRD-ACC-U SEE ITEM 5 4118 SUSQUEHANNA AVENUE ABERDEEN PROVING GROUND MD 21005-3013 7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code) 8. DELIVERY SENTIGEN HOLDING CORP [ ] FOB ORIGIN [X] OTHER (See below) 580 MARSHALL STREET 9. DISCOUNT FOR PROMPT PAYMENT PHILLIPSBURG NJ ###-###-#### 10. SUBMIT INVOICES ITEM (4 copies unless otherwise specified) TO THE ADDRESS SECTION G CODE 3U6U2 FACILITY CODE SHOWN IN: 11. SHIP TO/MARK FOR CODE 12. PAYMENT WILL BE MADE BY CODE N68941 NAVY SYSTEMS MANAGEMENT ACTIVITY - N6894 SUITE ###-###-#### SOUTH BELL STREET ARLINGTON VA ###-###-#### SEE SCHEDULE 13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN 14. ACCOUNTING AND APPROPRIATION DATA COMPETITION: SEE SCHEDULE [ ] 10 U.S.C. 2304(c)( ) [ ] 41 U.S.C. 253(c)( ) 15A. ITEM NO. 15B. SUPPLIES/ SERVICES 15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT SEE SCHEDULE 15G. TOTAL AMOUNT OF CONTRACT $1,645,209.00 16. TABLE OF CONTENTS (X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S) PART I - THE SCHEDULE PART II - CONTRACT CLAUSES X A SOLICITATION/ CONTRACT FORM 1 X I CONTRACT CLAUSES 20 - 29 X B SUPPLIES OR SERVICES AND PRICES/ COSTS 2-3 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS X C DESCRIPTION/ SPECS./ WORK STATEMENT 4 - 11 X J LIST OF ATTACHMENTS 30 X D PACKAGING AND MARKING 12 PART IV - REPRESENTATIONS AND INSTRUCTIONS X E INSPECTION AND ACCEPTANCE 13 REPRESENTATIONS, CERTIFICATIONS AND X F DELIVERIES OR PERFORMANCE 14 K OTHER STATEMENTS OF OFFERORS X G CONTRACT ADMINISTRATION DATA 15 - 17 L INSTRS., CONDS., AND NOTICES TO OFFERORS X H SPECIAL CONTRACT REQUIREMENTS 18 - 19 M EVALUATION FACTORS FOR AWARD CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE 17. [X] CONTRACTOR'S NEGOTIATED Contractor is required 18.[ ] AWARD (Contractor is not required Your offer on AGREEMENT to to sign this sign this document.) Solicitation Number document and return 1copies to Contractor agrees to issuing office.) furnish and deliver all ______________________________________ items or perform all the services set forth or otherwise including the additions or changes made by you which identified above and on any continuation sheets for the additions or changes are set forth in full above, is consideration stated herein. The rights and obligations hereby accepted as to the items listed above and on any of the parties to this contract shall be subject to and continuation sheets. This award consummates the contract governed by the following documents: (a) this which consists of the following documents: (a) the award/contract, (b) the solicitation, if any, and (c) Government's solicitation and your offer, and (b) this such provisions, representations, certifications, and award/contract. No further contractual document is specifications, as are attached or incorporated by necessary. reference herein. (Attachments are listed herein.) 19A. NAME AND TITLE OF SIGNER (Type or print) 20A. NAME AND TITLE OF CONTRACTING OFFICER J. RENEE HODGE / CONTRACTING OFFICER TEL: 410 ###-###-#### EMAIL: ***@*** 19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. UNITED STATES OF AMERICA 20C. DATE SIGNED 22-Jul-2004 /s/ Fedrick B. Rolff /s/ J. Renee Hodge BY _________________________________________ BY ____________________________________ (Signature of person authorized to sign) (Signature of Contracting Officer) NSN 7540-01-152-8069 26-107 STANDARD FORM 26 (REV. 4-85) PREVIOUS EDITION UNUSABLE GPO 1985 O - 469-794 Prescribed by GSA FAR (48 CFR) 53.214(a)

25 Section B - Supplies or Services and Prices
ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0001 Dollars, U.S. Cost Plus Fixed Fee CPFF The contractor, Sentigen Holding Corporation shall assure and guarantee that Sentigen Biosciences, Incorporated laboratory located at Columbia University in New York will comply and perform "Improvement of Biological Detection Systems" in accordance with the Statement of Work dated 12 April 2004 and their proposal dated 17 May 2004. The contractor/sub-contractor as identified shall adhere to the technical/cost proposal as specified on pages 50 through 52 unless they notify the Government 30 days in advance when proposing any changes to the cost proposal. PURCHASE REQUEST NUMBER: WITSWG-4270-1669 ESTIMATED COST $1,566,866.00 FIXED FEE $ 78,343.00 ------------- $1,645,209.00 TOTAL EST COST + FEE ACRN AA FUNDED AMOUNT $1,504,680.00 FOB: Destination
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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0002 NSP Contract Date Requirement List (CDRL) CPFF The contractor, Sentigen Holding Corporation, is obligated to deliver all data listed on DD Form 1423-1 and the price attributable to the data, which shall be included in the total offerors price and Not Separately Priced. TYPE OF CONTRACT TO COMPLETION: This is a completion form of a cost-plus fixed fee contract. The goal of the contract is for Sentigen Holding Corporation to comply and perform in accordance with the work specified in the SOW and IAW Attachments J.1, Sentigen Holding Corporation's proposal number ED-878-SENTIGEN-0301FP and J.2 CDRLs. The attainment of this goal constitutes the condition for payment of the entire fixed fee. If the goal of the contract is not attained due to default by Sentigen Holding Corporation, the fixed fee may be subject to an equitable adjustment. Sentigen Holding Corporation shall endeavor to complete the contract within its estimated cost and period of performance. In the event the contract is not completed within the estimated cost, the government may elect to increase the estimated cost, thereby requiring Sentigen Holding Corporation to complete the contract without any adjustment to the fixed fee specified. If the scope of work is reduced or prematurely terminated by the Government for any reason, other than for reason of default by Sentigen Holding Corporation, such action by the Government shall require payment of the entire fixed fee to Sentigen Holding Corporation. If the scope of work is increased or extended with the consent of both Sentigen Holding Corporation and the Government, the fixed fee will be increased accordingly. PURCHASE REQUEST NUMBER: WITSWG-4270-1669 ESTIMATED COST $0.00 FIXED FEE $0.00 ----- $0.00 TOTAL EST COST + FEE Funded Amount $0.00
FOB: Destination 27 Section C - Descriptions and Specifications STATEMENT OF WORK FOR OLFACTORY RECEPTOR MICROARRAY-BASED SENSOR FOR EXPLOSIVES DETECTION (ORM- EDS) TASK #DT-2077A 1.0 SCOPE. [*****] 1.1 BACKGROUND. [*****] 2.0 APPLICABLE DOCUMENTS. [*****] 3.0 REQUIREMENTS. [*****] 4.0 GOVERNMENT FURNISHED EQUIPMENT. Any equipment purchased with Government funding under this contract is property of the U.S. Government. 5.0 DELIVERABLES. [*****] 6.0 MARKINGS/DISTRIBUTION OF REPORTS. [*****] 7.0 PERIOD OF PERFORMANCE. The Period of Performance for the base effort is 24-MONTH EFFORT on or about 26 July 2004 through 25 July 2006. 8.0 SECURITY. [*****] 8.2 No data or other deliverables from this project shall be distributed, published, briefed, or otherwise used without the express approval of the CTTSO Program Manager. 28