N01-ES-25497 09/30/2002 04291 ------------------------------------------------- ----------------------------------------------------------------------------- 5. ISSUED BY CODE 6. ADMINISTERED BY (If other than Item 5) CODE

Exhibit 10.36

[*] =Certain confidential information contained in this exhibit, marked by
brackets with asterisks, has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.

AWARD/CONTRACT 1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES
ORDER UNDER DPAS (15 CFR 350) 1 23
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CONTRACT (Proc. Inst. Ident.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

N01-ES-25497 09/30/2002 04291
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5. ISSUED BY CODE 6. ADMINISTERED BY (If other than Item 5) CODE

National Institute of Environmental OMB No. 0990-0115
Health Sciences Research Contracts Branch, DERT
P. O. Box 12874(▇.▇. ▇▇▇▇▇▇▇▇▇ Drive, ▇▇▇▇ ▇▇▇▇.) ATTN: ▇▇ ▇▇▇ ▇▇▇▇▇
Research Triangle Park, NC 27709
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7. NAME AND ADDRESS OF CONTRACTOR (No. street, city, country, State and Zip Code) 8. DELIVERY DESTINATION

Paradigm Genetics, Inc. [ ]FOB ORIGIN [ ]OTHER (See below)
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ 1A
Research Triangle Park, NC 27709
-----------------------------------------
9. DISCOUNT FOR PROMPT PAYMENT

N/A
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CODE FACILITY CODE 10. SUBMIT INVOICES ITEM
(4 copies unless
DUNS: 018497029 otherwise specified See Section G.,
TO THE ADDRESS Article G.3.
SHOWN IN:
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11. SHIP TO/MARK FOR CODE 12. PAYMENT WILL BE MADE BY CODE

See Section C., Article C..2. See Section G., Article G.3
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13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN 14. ACCOUNTING ND APPROPRIATION DATA
COMPETITION
[ ]10 U.S.C. 2304(c) ( ) [ ]41 U.S.C. 253(c) ( ) CAN: 2-8420826 EIN: 1-562047837-A1 OC: 25.55
DOC: N1ES25497A CURR OBLIG. [*****]
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15A. ITEM NO. 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15F. AMOUNT

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TITLE: National Center for Toxicogenomics Microarray Resources - Gene Expression Analysis
PERIOD OF PERFORMANCE: September 30, 2002 September 29, 2007
CONTRACT TYPE: Cost Plus Fixed Fee, Term Form
CURRENT OBLIGATION............................................................................................$[*****]
------------------------------------------------------------------------------------------------------------------------------
15G. TOTAL AMOUNT OF CONTRACT. $23,875,065
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16. TABLE OF CONTENTS
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[X] SEC. DESCRIPTION PAGE(S) [ ] SEC. DESCRIPTION PAGE(S)
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PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 01 X 1 CONTRACT CLAUSES 16
------------------------------------------------------------------------------------------------------------------------------
X B SUPPLIES OR SERVICES AND 02 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER
PRICES/COSTS ATTACH
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X C DESCRIPTION/SPECS/WORK STATEMENT 04 X J LIST OF ATTACHMENTS 22
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X D PACKAGING AND MARKING 06 PART IV - REPRESENTATIONS AND INSTRUCTIONS
------------------------------------------------------------------------------------------------------------------------------
X E INSPECTION AND ACCEPTANCE 06 X K REPRESENTATIONS, 23
--------------------------------------------------------------- CERTIFICATIONS AND OTHER ----------------
X F DELIVERIES OR PERFORMANCE 06 STATEMENTS OR OFFERORS
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X G CONTRACT, ADMINISTRATION DATA 07 L INSTRS CONDS AND NOTICES TO
OFFERORS
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X H SPECIAL CONTRACT REQUIREMENTS 10 M EVALUATION FACTORS FOR AWARD
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CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
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[ ]CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required 18. [ ] AWARD (contractor is not required to sign this
to sign this document and return 2 copies to issuing document). Your offer on Solicitation Number ___, including
office.) Contractor agrees to finish and deliver all items the additions or changes made by you which additions or
or perform all the services set forth or otherwise identified changes are set forth in full above, is hereby accepted as
above and on any continuation sheets for the consideration to the items listed above and on any continuation sheets.
sheets for the consideration state herein. The rights and This award consummates the contract which consists of the
obligations of the parties to this contract shall be subject following documents: (a) the Government's solicitation and
to and governed by the following documents; (a) this your offer, and (b) this award/contract. No further
award/contract, (b) the solicitation, if any, and (c) such contractual document is necessary.
provisions, representations, certifications, and
specifications, as are attached or incorporated by reference
herein. (Attachments are listed herein).
------------------------------------------------------------------------------------------------------------------------------
19A. NAME and TITLE OF SIGNER (Type or print 20A. NAME OF CONTRACTING OFFICER
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President & CEO ▇▇ ▇▇▇ ▇▇▇▇▇, Contracting Officer
------------------------------------------------------------------------------------------------------------------------------
19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. UNITED STATES OF AMERICA 20C. DATE SIGNED
BY /s/ ▇▇ ▇▇▇ ▇▇▇▇▇
----------------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 9/30/02 (Signature of Contracting Officer) 9/30/02
------------------------------------------------------------------------------------------------------------------------------

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

The objectives of this contract are to provide gene expression analyses for
acquiring high quality gene expression data from chemical treated or
environmentally-stressed biological systems.

ARTICLE B.2. ESTIMATED COST AND FIXED FEE

a. Base Contract

(1) The estimated cost of this contract is $[*****]

(2) The fixed fee for this contract is $[*****] The fee shall be
paid in direct ratio to the level of effort expended; that is,
the percent of fee paid shall be equal to the percent of total
effort expended. Payment shall be subject to the withholding
provisions of the clauses ALLOWABLE COST AND PAYMENT and FIXED
FEE referenced in the General Clause Listing in Part II, ARTICLE
1.1. of this contract. Payment of fixed fee shall not be made in
less than monthly increments.

(3) The Government's obligation, represented by the sum of the
estimated cost plus the fixed fee, is $23,875,065.

(4) Total funds currently available for payment and allotted to this
contract are $[*****], of which $[*****] represents the
estimated costs, and of which $[*****] represents the fixed fee.
For further provisions on funding, see the LIMITATION OF FUNDS
clause referenced in Part II, ARTICLE 1.2. Authorized
Substitutions of Clauses.

(5) It is estimated that the amount currently allotted will cover
performance of the contract through November 30, 2002. It is
anticipated that the funds currently allotted will cover
performance for receipt of a report of integration with the TRC
components to include the Standard Operating Procedures (SOPs).

(6) The Contracting Officer may allot additional funds to the
contract without the concurrence of the Contractor.

b. Options

If the Government exercises its option(s) pursuant to ARTICLE H.5. of
this contract, the estimated cost and fixed fee will be increased as
follows:

Quantity Fixed Fee Estimated Cost
Min. Max. Min. (1) Max. (4) Min. (1) Max. (4)

Optional Studies - Year 1 1 4 [*****]

Optional Studies - Year 2 1 4 [*****]

Optional Studies - Year 3 1 4 [*****]

Optional Studies - Year 4 1 4 [*****]

Optional Studies - Year 5 1 4 [*****]

Contract No. N01 -ES-25497

ARTICLE B.3. PROVISIONS APPLICABLE TO DIRECT COSTS

a. ITEMS UNALLOWABLE UNLESS OTHERWISE PROVIDED

Notwithstanding the clauses; ALLOWABLE COST AND PAYMENT, and FIXED FEE,
incorporated in this contract, unless authorized in writing by the
Contracting Officer, the costs of the following items or activities
shall be unallowable as direct costs:

(1) Acquisition, by purchase or lease, of any interest in real
property;

(2) Special rearrangement or alteration of facilities;

(3) Purchase or lease of any item of general purpose office
furniture or office equipment regardless of dollar value.
(General purpose equipment is defined as any items of personal
property which are usable for purposes other than research, such
as office equipment and furnishings, pocket calculators, etc.);

(4) Travel to attend general scientific meetings;

(5) Foreign travel;

(6) Consultant costs;

(7) Subcontracts;

(8) Patient care costs;

(9) Accountable Government property (defined as both real and
personal property with an acquisition cost of $1,000 or more and
a life expectancy of more than two years) and "sensitive items"
(defined and listed in the Contractor's Guide for Control of
Government Property), 1990, regardless of acquisition value.

b. TRAVEL COSTS

(1) Domestic Travel

(a) Total expenditures for domestic travel (transportation,
lodging, subsistence, and incidental expenses) incurred
in direct performance of this contract shall not exceed
$[*****] without the prior written approval of the
Contracting Officer.

(b) The Contractor shall invoice and be reimbursed for all
travel costs in accordance with Federal Acquisition
Regulations (FAR) 31.205-46.

ARTICLE B.4. ADVANCE UNDERSTANDINGS

Other provisions of this contract notwithstanding, approval of the following
items within the limits set forth is hereby granted without further
authorization from the Contracting Officer.

a. INDIRECT COSTS

(1) In no event shall the final amount reimbursable for Fringe
Benefits exceed a ceiling of [*****] of direct labor; Overhead
exceed a ceiling of [*****] of total direct costs; and General
and Administrative expense exceed a ceiling of [*****] of total
direct costs and overhead.

Contract No. N01 -ES-25497

(2) The Government is not obligated to pay any additional amount
should the final indirect cost rates exceed these negotiated
ceiling rates. In the event that the final indirect cost rates
are less than these negotiated ceiling rates, the final
negotiated ceiling rates shall be reduced to conform to the
lower rates.

Any costs over and above this cost ceiling shall not be
reimbursed under this contract or any other Government contract,
grant,' or cooperative agreement.

(3) The Contractor shall complete all work in accordance with the
Statement of Work, terms and conditions of this contract.

(4) The Contractor shall submit a cost proposal to the Director,
Division of Financial Advisory Services (See ARTICLE G.4.) for
negotiating provisional and/or final indirect cost rates no
later than 60 days from date of contract award.

b. ACCOUNTING SYSTEM

The Contractor is required to have an accounting system that segregates
costs and is acceptable for cost reimbursement type contracts. An
accounting system review will be performed as part of the negotiation of
indirect cost rates. The contractor must agree to implement changes
should their system be determined to be inadequate.

c. SCIENTIFIC MEETINGS

Travel to general scientific meetings for two people per year upon
authorization from the Contracting Officer. Conference fees shall not
exceed a total of $[*****].

d. CONFIDENTIAL TREATMENT OF SENSITIVE INFORMATION

The Contractor shall guarantee strict confidentiality of the
information/data that it is provided by the Government during the
performance of the contract. The Government has determined that the
information/data that the Contractor will be provided during the
performance of the contract is of a sensitive nature and can not be
disclosed in any manner.

Disclosure of the information/data, in whole or in part, by the
Contractor can only be made after the Contractor receives prior written
approval from the Contracting Officer. Whenever the Contractor is
uncertain with regard to the proper handling of information/data under
the contract, the Contractor shall obtain a written determination from
the Contracting Officer.

SECTION C - DESCRIPTION/SPECIFICATIONS WORK STATEMENT

ARTICLE C.1. STATEMENT OF WORK

a. Independently and not as an agent of the Government, the Contractor
shall furnish all the necessary services, qualified personnel, material,
equipment, and facilities, not otherwise provided by the Government as
needed to perform the Statement of Work, SECTION J, ATTACHMENT 1, dated
September 2002, attached hereto and made a part of this contract

ARTICLE C.2. REPORTING REQUIREMENTS

a. TECHNICAL REPORTS

In addition to those reports required by the other terms of this
contract, the Contractor shall prepare and submit the following reports
during the period of performance of this contract:

Contract No. N01 -ES-25497

(1) Quarterly Update

This update shall include a summation of the results of the
quarter completed, i.e., studies in progress, a list of tissue
samples prepared.

(2) Annual Progress Report

This report shall include a summation of the results of the
entire contract work for the period covered. An annual report
will not be required for the period when the Final Report is
due.

(3) Final Report

This report shall consist of the work performed and results
obtained for the entire contract period of performance as stated
in Section F. of this contract. This report shall be in
sufficient detail to describe comprehensively the results
achieved. The Final Report shall be submitted on or before the
last day of the contract performance period.

b. Other Reports/Deliverables

DESCRIPTION QUANTITY DUE DATE
-------------------------------------------- --------------------------------- --------------------------------

1. Standard Operating Procedures (SOPs) One (1) original and three (3) Within 60 days of contract award
for critical components of the copies
Contractor's gene expression platform
(Component 1)

2. Report for the Integration with the One (1) original To be determined by the Project
TRC components Officer

3. Provide microarray analysis Varies For the duration of the contract

4. Chips that meet the requirements set Varies For the duration of the contract
forth in the Statement of Work under
Task I, Component 1, section (a).

5. Quarterly update One (1) original and three (3) Quarterly
copies Electronic copy
(Text-WordPerfect or Word;
spreadsheet-Excel) submitted on a
CD-R

6. Annual progress report One (1) original and three (3) Annually
copies Electronic copy
(Text-WordPerfect or Word;
spreadsheet-Excel) submitted on a
CD-R

7. Final report One (1) original and three (3) On or before contract expiration
copies Electronic copy
(Text-WordPerfect or Word;
spreadsheet-Excel) submitted on a
CD-R

All reports/deliverables shall be delivered to the Project Officer at the
address cited below. In addition, one copy of the Final Report shall be
delivered to the Contracting Officer at the address cited below:

Contract No. N01 -ES-25497

Project Officer Contracting Officer
--------------- -------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
Project Officer, NIEHS Contracting Officer, NIEHS
P.O. Box 12233 P.O. Box 12874
Research Triangle Park, NC 27709 Research Triangle Park NC 27709

c. SUMMARY OF SALIENT RESULTS

The Contractor will be required to prepare and submit, with the final
report, a summary (not to exceed 200 words) of salient results achieved
during the performance of the contract. This report will be required on
or before the expiration date of the contract.

SECTION D - PACKAGING, MARKING AND SHIPPING

SECTION E - INSPECTION AND ACCEPTANCE

a. The Contracting Officer or the duly authorized representative will
perform inspection and acceptance of materials and services to be
provided.

b. For the purpose of this SECTION, the Project Officer (as identified in
ARTICLE G.1.) is the authorized representative of the Contracting
Officer.

c. Inspection and acceptance will be performed at Building 101, National
Institute of Environmental Health Sciences (NIEHS), 111 ▇. ▇. ▇▇▇▇▇▇▇▇▇
Drive, Research Triangle Park, North Carolina 27709. Acceptance may be
presumed unless otherwise indicated in writing by the Contracting
Officer or the duly authorized representative within 30 days of receipt.

d. This contract incorporates the following clause by reference, with the
same force and effect as if it were given in full text. Upon request,
the Contracting Officer will make its full text available.

FAR Clause No 52.246-8, INSPECTION OF RESEARCH AND DEVELOPMENT - COST
REIMBURSEMENT (MAY 2001).

SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1. PERIOD OF PERFORMANCE

a. The period of performance of this contract shall be from September 30,
2002 through September 29, 2007.

b. The period of performance encompasses the submission of the final report
specified in Section C., ARTICLE C.2.

ARTICLE F.2. LEVEL OF EFFORT

a. During the period of performance of this contract, the Contractor shall
provide [*****] direct labor hours. The labor hours exclude vacation,
sick leave, and holiday. These labor hours exclude subcontractor labor
hours. It is estimated that the labor hours are constituted as specified
below and will be expended approximately as follows:

Contract No. N01 -ES-25497

LABOR HOURS

LABOR CATEGORY YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
Professional [*****] [*****] [*****] [*****] [*****]
Other Professional [*****] [*****] [*****] [*****] [*****]
Totals [*****] [*****] [*****] [*****] [*****]

b. Option(s) for up to four (4) additional studies in each year of the
contract. If an option is exercised, the Level of Effort will be
increased by the following amounts:

LABOR HOURS LABOR HOURS
LABOR CATEGORY FOR 1 STUDY (MIN) FOR 4 STUDIES (MAX)
----------------- -------------------
Professional [*****]
Other Professional
Totals

c. The Contractor shall have satisfied the requirement herein if not less
than [*****] nor more than [*****] of the total direct labor hours
specified herein are furnished.

d. In the event fewer hours than the minimum specified number of direct
labor hours in the total categories are used by the Contractor in
accomplishing the prescribed work and the Government has not invoked its
rights under the clause TERMINATION (Cost-Reimbursement) Federal
Acquisition Registration 52.249-6 incorporated in this contract, these
parties agree that the fee will be adjusted based solely upon the
quantity of hours by which the number of direct labor hours furnished is
less than the number of direct labor hours specified in this ARTICLE.
The resulting adjustment shall be evidenced by a contract modification.

ARTICLE F3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)

This contract incorporates the following clause by reference, with the same
force and effect as if it were given in full text. Upon request, the Contracting
Officer will make its full text available. Also, the full text of a clause may
be accessed electronically at this address: ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇/.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:

52.242-15, Stop Work Order (AUGUST 1989) with ALTERNATE I (APRIL 1984).

SECTION G - CONTRACT ADMINISTRATION DATA

ARTICLE G.1. PROJECT OFFICER

The following Project Officers will represent the Government for the purpose of
this contract:

NAME TITLE ROLE
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Project Officer Technical and Administrative
▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Co-Project Officer Technical, Microarray
Mr. ▇▇▇▇ ▇▇▇▇▇▇ Co-Project Officer Technical, Microarray
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ Advisor Technical

Contract No. N01 -ES-25497

The Project Officer is responsible for: (1) monitoring the Contractor's
technical progress, including the surveillance and assessment of performance and
recommending to the Contracting Officer changes in requirements; (2)
interpreting the Statement of Work and any other technical performance
requirements; (3) performing technical evaluation as required; (4) performing
technical inspections and acceptances required by this contract; and (5)
assisting in the resolution of technical problems encountered during
performance.

The Co-Project officers are responsible, in coordination with the Project
Officer, for (1) monitoring the Contractor's technical progress, including the
surveillance and assessment of performance; (2) interpreting the Statement of
Work and any other technical performance requirements; (3) performing technical
evaluation as required; (4) performing technical inspections and acceptances
required by this contract; and (5) assisting in the resolution of technical
problems encountered during performance.

The Contracting Officer is the only person with authority to act as agent of the
Government under this contract. Only the Contracting Officer has authority, to:
(1) direct or negotiate any changes in the Statement of Work; (2) modify or
extend the period of performance; (3) change the delivery schedule; (4)
authorize reimbursement to the Contractor any costs incurred during the
performance of this contract; or (5) otherwise change any terms and conditions
of this contract.

The Government may unilaterally change its Project Officer designation.

ARTICLE G.2. KEY PERSONNEL

a. Pursuant to the Key Personnel clause incorporated in this contract, the
following individuals are considered to be essential to the work being
performed hereunder:

NAME TITLE
[*****] [*****]
[*****] [*****]
[*****] [*****]

b. When "key personnel" have been identified in this contract, it has been
determined that such named personnel are necessary for the successful
performance of this contract; and the Contractor agrees to assign such
persons to the performance of the work under this contract, and shall
not reassign or remove any of them without the consent of the
Contracting Officer in accordance with the procedure outlined in
paragraph d. below.

c. In addition, during the first ninety (90) days of performance, the
Contractor shall make no substitutions of key personnel unless the
substitution is necessitated by illness, death, or termination of
employment. The Contractor shall notify the Contracting Officer within
15 calendar days after the occurrence of any of these events and provide
the information required by paragraph d. below. After the initial ninety
(90) day period, the Contractor shall submit the information required by
paragraph d. to the Contracting Officer at least 15 days prior to making
any permanent substitutions.

d. The contractor shall provide a detailed explanation of the circumstances
necessitating the proposed substitutions, complete resumes for the
proposed substitutes and additional information requested by the
Contracting Officer. Proposed substitutes shall have substantially equal
abilities and qualifications to those of the persons being replaced. The
Contracting Officer will notify the Contractor within 15 calendar days
after receipt of all required information of the decision on
substitutions. This ARTICLE will be modified to reflect any approved
changes of key personnel.

ARTICLE G.3. INVOICE SUBMISSION/CONTRACT FINANCING REQUEST AND CONTRACT
FINANCIAL REPORT

a. Invoice/Financing Request Instructions and Contract Financial Reporting
for NIH Cost-Reimbursement Type Contracts NIH(RC)-4 are attached and
made part of this contract. The instructions and the following
directions for the submission of invoices/financing request must be
followed to meet the requirements of a "proper" payment request pursuant
to FAR 32.9.

Contract No. N01 -ES-25497

These instructions also provide for the submission of financial and personnel
reporting required by HHSAR 342.7002.

(1) Invoices/financing requests shall be submitted as follows:

An original and two copies to the following designated billing office:

Contracting Officer
Research Contracts Branch
National Institute of Environmental Health Sciences, NIH
79 ▇. ▇. ▇▇▇▇▇▇▇▇▇ Dr., 4401 Research Commons
P.0. Box 12874
Research Triangle Park, NC 27709

(2) Inquiries regarding payment of invoices should be directed to
the designated billing office, (▇▇▇) ▇▇▇-▇▇▇▇.

e. The Contractor shall include the following certification on every
invoice for reimbursable costs incurred with Fiscal Year funds subject
to the salary rate limitation provisions as specified in ARTICLE H.6. of
this contract. For billing purposes, certified invoices are required for
the billing period during which the applicable Fiscal Year funds were
initially charged through the final billing period utilizing the
applicable Fiscal Year funds:

"I hereby certify that the salaries charged in this invoice are in
compliance with P.L. [cite the applicable Public Law Number for the
applicable Fiscal Year as stated in ARTICLE H.6.] and ARTICLE H.6. of
the above referenced contract."

ARTICLE G.4. INDIRECT COST RATES

In accordance with Federal Acquisition Regulation (FAR) (48 CFR Chapter 1)
Clause 52.216-7 (d)(2), Allowable Cost and Payment incorporated by reference in
this contract in Part II, Section I, the cognizant Contracting Officer
representative' responsible for negotiating provisional and/or final indirect
cost rates is identified as follows:

Director, Division of Financial Advisory Services
Office of Acquisition Management and Policy
National Institutes of Health
▇▇▇▇ ▇▇▇▇▇▇▇▇, Room 6B05
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇

These rates are hereby incorporated without further action of the Contracting
Officer.

ARTICLE G.5. GOVERNMENT PROPERTY

a. In addition to the requirements of the clause, GOVERNMENT PROPERTY,
incorporated in SECTION I of this contract, the Contractor shall comply
with the provisions of DHHS Publication, Contractor's Guide for Control
of Government Property, 1990, which is incorporated into this contract
by reference. Among other issues, this publication provides a summary of
the Contractor's responsibilities regarding purchasing authorizations
and inventory and reporting requirements under the contract. A copy of
this publication is available upon request to the Contracts Property
Administrator.

Requests for information regarding property under this contract should
be directed to the following office:

Division of Personal Property Services, NIH
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ EXECUTIVE BLVE MSC ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-7670
(▇▇▇) ▇▇▇-▇▇▇▇

Contract No. N01 -ES-25497

b. Notwithstanding the provisions outlined in the DHHS Publication,
Contractor's Guide for Control of Government Property, 1990 which is
incorporated in this contract in paragraph a. above, the contractor
shall use the form entitled, "Report of Government Owned, Contractor
Held Property" for performing annual inventories required under this
contract. This form is included as an attachment in SECTION J of this
contract.

c. Contractor-Acquired Government Property - Schedule I-B
Pursuant to the clause, GOVERNMENT PROPERTY, incorporated in this
contract, the Contractor will be authorized to acquire the property
listed in the attached Schedule I-B for use in direct performance of the
contract, following receipt of the Contracting Officer's written
approval, based on contractor-furnished prices and evidence of
competition.

ARTICLE G.6. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

a. Contractor Performance Evaluations

Interim and final evaluations of contractor performance will be prepared
on this contract in accordance with FAR 42.15. The final performance
evaluation will be prepared at the time of completion of work. In
addition to the final evaluation, interim evaluations will be prepared
annually to coincide with the anniversary date of the contract.

Interim and final evaluations will be provided to the Contractor as soon
as practicable after completion of the evaluation. The Contractor will
be permitted thirty days to review the document and to submit additional
information or a rebutting statement. If agreement cannot be reached
between the parties, the matter will be referred to an individual one
level above' the Contracting Officer, whose decision will be final.

Copies of the evaluations, contractor responses, and review comments, if
any, will be retained as part of the contract file, and may be used to
support future award decisions.

b. Electronic Access to Contractor Performance Evaluations

Contractors that have Internet capability may access evaluations through
a secure Web site for review and comment by completing the registration
form that can be obtained at the following address:
▇▇▇▇://▇▇▇.▇▇.▇▇▇.▇▇▇/▇▇▇▇/▇▇▇ contractor.htm

The registration process requires the contractor to identify an
individual that will serve as a primary contact and who will be
authorized access to the evaluation for review and comment. In addition,
the contractor will be required to identify an alternate contact who
will be responsible for notifying the cognizant contracting official in
the event the primary contact is unavailable to process the evaluation
within the required 30-day time frame.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

ARTICLE H.1. REIMBURSEMENT OF COSTS FOR INDEPENDENT RESEARCH AND DEVELOPMENT
PROJECTS

The primary purpose of the Public Health Service (PHS) is to support and advance
independent research within the scientific community. This support is provided
in the form of contracts and grants totaling approximately 7 billion dollars
annually. PHS has established effective, time tested and well recognized
procedures for stimulating and supporting this independent research by selecting
from multitudes of applications those research projects most worthy of support
within the constraints of its appropriations. The reimbursement through the
indirect cost mechanism of independent research and development costs not
incidental to product improvement would circumvent this competitive process.

Contract No. N01 -ES-25497

To ensure that all research and development projects receive similar and equal
consideration, all organizations may compete for direct funding of independent
research and development projects they consider worthy of support by submitting
those projects to the appropriate Public Health Service grant office for review.
Since these projects may be submitted for direct funding, the Contractor agrees
that no costs for any independent research and development project, including
all applicable indirect costs, will be claimed under this contract.

ARTICLE H.2. HUMAN SUBJECTS

It is hereby understood and agreed that research involving human subjects shall
not be conducted under this contract, and that no material developed, modified,
or delivered by or to the Government under this contract, or any subsequent
modification of such material, will be used by the Contractor or made available
by the Contractor for use by anyone other than the Government, for experimental
or therapeutic use involving humans without the prior written approval of the
Contracting Officer.

ARTICLE H.3. CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH Pursuant to
Public Law(s) cited in paragraph b. , below, NIH is prohibited from using
appropriated funds to support human embryo research. Contract funds may not be
used for (1) the creation of a human embryo or embryos for research purposes; or
(2) research in which a human embryo or embryos are destroyed, discarded, or
knowingly subjected to risk of injury or death greater than that allowed for
research on fetuses in utero under 45 CFR 46.208(a)(2) and Section 498(b) of the
Public Health Service Act (42 U.S.C. 289g(b)). The term "human embryo or
embryos" includes any organism, not protected as a human subject under 45 CFR 46
as of the date of the enactment of this Act, that is derived by fertilization,
parthenogenesis, cloning, or any other means from one or more human gametes or
human diploid cells.
Additionally, in accordance with a March 4, 1997 Presidential
Memorandum, Federal funds may not be used for cloning of human beings.

c. PUBLIC LAW AND SECTION NO. FISCAL YEAR PERIOD COVERED

P.L. 107-116, Section 510 2002 (10/1/01 - 9/30/02)

ARTICLE H.4. NEEDLE EXCHANGE

a. Pursuant to Public Law(s) cited in paragraph b., below, contract funds
shall not be used to carry out any program of distributing sterile
needles or syringes for the hypodermic injection of any illegal drug.

b. PUBLIC LAW AND SECTION NO. FISCAL YEAR, PERIOD COVERED

P.L. 107-1 16, Section 505 2002 (10/1/01 - 9/30/02)

ARTICLE H.5. OPTION PROVISION

Unless the Government exercises its option pursuant to the Option Clause set
forth in ARTICLE 1.3., the contract will consist only the Base Contract of the
Statement of Work as defined in Sections C and F of the contract. Pursuant to
clause 52.217-6 set forth in ARTICLE 1.3. of this contract, the Government may,
by unilateral contract modification, require the Contractor to perform Optional
Studies as described in Section A.(2) of the Statement of Work as also defined
in Sections C and F of the contract. If the Government exercises these options,
notice must be given at least 60 days prior to the expiration date of this
contract, and the estimated cost plus fixed fee of the contract will be
increased as set forth in ARTICLE B.2. and the level of effort will be increased
as set forth in ARTICLE F.2.depending on the number of additional studies
needed.

Contract No. N01 -ES-25497

ARTICLE H.6. SALARY RATE LIMITATION LEGISLATION PROVISIONS

a. Pursuant to Public Law(s) cited in paragraph b., below, no NIH Fiscal
Year funds may be used to pay the direct salary of an individual through
this contract at a rate in excess of applicable amount shown for the
fiscal year covered. Direct salary is exclusive of fringe benefits,
overhead, and general and administrative expenses (also referred to as
"indirect cost" or "facilities and administrative (F&A) costs"). Direct
salary has the same meaning as the term "institutional base salary." An
individual's direct salary (or institutional base salary) is the annual
compensation that the contractor pays for an individual's appointment
whether that individual's time is spent on research, teaching, patient
care or other activities. Direct salary (or institutional base salary)
excludes any income that an individual may be permitted to earn outside
of duties to the contractor. The per year salary rate limit also applies
to individuals proposed under subcontracts. It does not apply to fees
paid to consultants.. If this is a multiple year contract, it may be
subject to unilateral modifications by the Government if an individual's
salary rate exceeds any salary rate ceiling established in future HHS
appropriation acts.

AMOUNT OF
b. PUBLIC LAW NO. FISCAL YEAR ALARY LIMITATION DOLLAR
107-116 FY-02 Executive Level 1*

c. Direct salaries which will be paid with FY-02 funds are limited to the
Executive Level I rate which was in effect on the date(s) the expense
was incurred.

*For contract expenditures using FY-02 funds, the period 10/1/01 - 12/31/01 the
Executive Level I rate is $161,200. Effective 1/1/02, for contract expenditures
using FY-02 funds, the Executive Level! rate is increased to $166,700 and will
remain at that level until such tune as it is determined to raise the Executive
Schedule annual rates. See the web site listed below for Executive Schedule
rates of pay.

FY-02 EXECUTIVE LEVEL SALARIES: ▇▇▇▇://▇▇▇ .opnz.kov/oca/02tables/ex.pdf

ARTICLE H.7. INFORMATION TECHNOLOGY SYSTEMS SECURITY SPECIFICATIONS

The Contractor agrees to comply with the Information Technology system security
and/or privacy specifications set forth in the Statement of Work, the Computer
Security Act of 1987 Office of Management and Budget (0MB) Circular A-130,
Appendix III, "Security of Federal Automated Information Systems," and the DHHS
Automated Information Systems Security Program Handbook (Release 2.0, dated May
1994). The Contractor further agrees to include this provision in any
subcontract awarded pursuant to this prime contract.

NOTE: OMB A-130 is accessible via web site:
▇▇▇▇://▇▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇

DHHS Automated Information Systems Security Program Handbook is
accessible via web site: ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇/▇▇▇▇▇.▇▇▇▇

ARTICLE H.8. ELECTRONIC AND INFORMATION TECHNOLOGY STANDARDS

Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as
amended by P.L.10S-220 under Title IV (Rehabilitation Act Amendments of 1998)
all Electronic and Information Technology (EIT) developed, procured, maintained
and/or used under this contract shall be in compliance with the "Electronic and
Information Technology Accessibility Standards" set forth by the Architectural
and Transportation Barriers Compliance Board (also referred to as the "Access
Board") in 36 CFR Part 1194. The complete text of Section 508 Final Standards
can be accessed at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇/

The standards applicable to this requirement are [identified in the Statement of
Work/listed below]:

Contract No. N01 -ES-25497

ARTICLE H.9. ENERGY STAR REQUIREMENTS

Executive Order 13123, "Greening the Government Through Efficient Energy
Management" and FAR 23 .203 require that when Federal Agencies acquire energy
using products, they select, where life-cycle cost-effective, and available,
ENERGY STAR(R) or other energy efficient products.

Unless the Contracting Officer determines otherwise, all energy-using products
acquired under this contract must be either an ENERGY STAR(R) or other energy
efficient product designated by the Department of Energy's Federal Energy
Management Program (FEMP).

For more information about ENERGY STAR(R) see ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/
For more information about FEMP see
▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇

ARTICLE H.10. PUBLICATION AND PUBLICITY

The contractor shall acknowledge the support of the National Institutes of
Health whenever publicizing the work under this contract in any media by
including an acknowledgment substantially as follows:

"This project has been funded in whole or in part with Federal funds
from the National Institute of Environmental Health Sciences, National
Institutes of Health, under Contract No. N01-ES-25497."

ARTICLE H.11. PRESS RELEASES

a. Pursuant to Public Law(s) cited in paragraph b., below, the contractor
shall clearly state, when issuing statements, press releases, requests
for proposals, bid solicitations and other documents describing projects
or programs funded in whole or in part with Federal money: (1) the
percentage of the total costs of the program or project which will be
financed with Federal money; (2) the dollar amount of Federal funds for
the project or program; and (3) the percentage and dollar amount of the
total costs of the project or program that will be financed by
nongovernmental sources.

b. PUBLIC LAW AND SECTION NO. FISCAL YEAR PERIOD COVERED

P.L. 107-116, Section 507 2002 (10/1/01 - 9/30/02)

ARTICLE H.12. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE

Anyone who becomes aware of the existence or apparent existence of fraud, waste
and abuse in NIH funded programs is encouraged to report such matters to the HHS
Inspector General's Office in writing or on the Inspector General's Hotline. The
toll free number is ▇-▇▇▇-▇▇▇-▇▇▇▇ (▇-▇▇▇-▇▇▇-▇▇▇▇). All telephone calls will be
handled confidentially. The e-mail address is ▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇ and the mailing
address is:

Office of Inspector General
Department of Health and Human Services
TIPS HOTLINE
P.O. Box 23489
Washington, D.C. 20026

ARTICLE H.13. YEAR 2000 COMPLIANCE

In accordance with FAR 39.106, Information Technology acquired under this
contract must be Year 2000 compliant as set forth in the following clause(s):

Contract No. N01 -ES-25497

1. SERVICE INVOLVING THE USE OF INFORMATION TECHNOLOGY

YEAR 2000 COMPLIANCE--SERVICE INVOLVING THE USE OF INFORMATION
TECHNOLOGY

The Contractor agrees that each item of hardware, software, and firmware
used under this contract shall be able to accurately process date data
(including, but not limited to, calculating, comparing and sequencing)
from, into and between the twentieth and twenty-first centuries and the
Year 1999 and the Year 2000 and leap year calculations.

(End of Clause)

2. NONCOMMERCIAL SUPPLY ITEMS WARRANTY

YEAR 2000 WARRANTY--NONCOMMERCIAL SUPPLY ITEMS

The contractor warrants that each noncommercial item of hardware,
software, and firmware delivered or developed under this contract and
listed below shall be able to accurately process date data (including,
but not limited to, calculating, comparing and sequencing) from, into
and between the twentieth and twenty-first centuries and the Year 1999
and the Year 2000 and leap year calculations, when used in accordance
with the item documentation provided by the contractor, provided that
all listed or unlisted items (e.g., hardware, software and firmware)
used in combination with such listed item properly exchange date data
with it. If the contract requires that specific listed items must
perform as a system in accordance with the foregoing warranty, then that
warranty shall apply to those listed items as a system. The duration of
this warranty and the remedies available to the Government for breach of
this warranty shall be as defined in, and subject to, the terms and
limitations of any general warranty provisions or this contract provided
that notwithstanding any provision to the contrary in such warranty
provision(s), or in the absence of any such warranty provision(s), the
remedies available to the Government under this warranty shall include
repair or replacement of any listed item whose noncompliance is
discovered and made known to the contractor in writing within ninety
(90) days after acceptance. Nothing in this warranty shall be construed
to limit any rights or remedies the Government may otherwise have under
this contract with respect to defects other than Year 2000 performance.

YEAR 2000 COMPLIANT ITEMS
_____________________________________
_____________________________________
_____________________________________

(end of clause)

3. COMMERCIAL SUPPLY PRODUCTS WARRANTY

YEAR 2000 WARRANTY--COMMERCIAL SUPPLY ITEMS

The contractor warrants that each hardware, software and firmware
product delivered under this contract and listed below shall be able to
accurately process date data (including, but not limited to,
calculating, comparing, and sequencing) from, into, and between the
twentieth and twenty-first centuries and the Year 1999 and the Year 2000
and leap year calculations, when used in accordance with the product
documentation provided by the contractor, provided that all listed or
unlisted products (e.g., hardware, software, firmware) used in
combination with such listed product properly exchange date data with
it. If the contract requires that specific listed products must perform
as a system in accordance with the foregoing warranty, then that
warranty shall apply to those listed products as a system. The duration
of this warranty and the remedies available to the Government for breach
of this warranty shall be as defined in, and subject to, the terms and
limitations of the contractor's standard commercial warranty or
warranties contained in this contract, provided that notwithstanding any
provision to the contrary in such commercial warranty or warranties, the
remedies available to the Government under this warranty shall include
repair or replacement of any listed product whose non-compliance is
discovered and made known to the contractor in writing within ninety
(90) days after acceptance. Nothing in this warranty shall be construed
to limit any rights or remedies the Government may otherwise have under
this contract with respect to defects other than Year 2000 performance.

YEAR 2000 COMPLIANT ITEMS
_____________________________________
_____________________________________
_____________________________________
(end of clause)

ARTICLE H.14. OBTAINING AND DISSEMINATING BIOMEDICAL RESEARCH RESOURCES

Unique research resources arising from NIH-funded research are to be shared with
the scientific research community. NIH provides guidance, entitled, "Sharing
Biomedical Research Resources: Principles and Guidelines for Recipients of NIH
Research Grants and Contracts," (Federal Register Notice, December 23, 1999 [64
FR 72090]), concerning the appropriate terms for disseminating and acquiring
these research resources. This guidance, found at:
▇▇▇▇://▇▇▇.▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇.▇▇▇. is intended to help contractors
ensure that the conditions they impose and accept on the transfer of research
tools will facilitate further biomedical research, consistent with the
requirements of the ▇▇▇▇-▇▇▇▇ Act and NIH funding policy.

Note: For the purposes of this Article, the terms, "research tools," "research
materials," and "research resources" are used interchangeably and have the same
meaning.

Contract No. N01 -ES-25497

PART II- CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

ARTICLE I.1. GENERAL CLAUSES FOR A COST-REIMBURSEMENT RESEARCH AND DEVELOPMENT
CONTRACTS - FAR 52.252-2, CLAUSES INCORPORATED BY REFERENCE (FEBRUARY 1998)

This contract incorporates the following clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available. Also, the full text of
a clause may be accessed electronically at this address:
▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇/.

a. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:

FAR
CLAUSE NO. DATE TITLE
---------- -------- --------------------------------------------

52.202-1 Dec 2001 Definitions

52.203-3 Apr 1984 Gratuities (Over $109,000)

52.203-5 Apr 1984 Covenant Against Contingent Fees
(Over $100,000)

52.203-6 Jul 1995 Restrictions on Subcontractor Sales to the
Government (Over $100,000)

52.203-7 Jul 1995 Anti-Kickback Procedures(Over $100,000)

52.203-8 Jan 1997 Cancellation, Rescission, and Recovery of
Funds for Illegal or Improper Activity
(Over $100,000)

52.203-10 Jan 1997 Price or Fee Adjustment for Illegal or
Improper Activity (Over $100,000)

52.203-12 Jun 1997 Limitation on Payments to Influence Certain
Federal Transactions (Over $100,000)

52.204-4 Aug 2000 Printed or Copied Double-Sided on Recycled
Paper (Over $100,000)

52.209-6 Jul 1995 Protecting the Government's Interests When
Subcontracting With Contractors Debarred,
Suspended, or Proposed for Debarment
(Over $25,000)

52.2 15-2 Jun 1999 Audit and Records - Negotiation
(Over $100,000)

52.2 15-8 Oct 1997 Order of Precedence - Uniform Contract Format

52.215-10 Oct 1997 Price Reduction for Defective Cost or Pricing
Data

52.215-12 Oct 1997 Subcontractor Cost or Pricing Data
(Over $500,000)

52.2 15-14 Oct 1997 Integrity of Unit Prices (Over $100,000)

52.2 15-15 Dec 1998 Pension Adjustments and Asset Reversions

Contract No. N01 -ES-25497

52.2 15-18 Oct 1997 Reversion or Adjustment of Plans for
Post-Retirement Benefits (PRB) other than
Pensions

52.215-19 Oct 1997 Notification of Ownership Changes

52.215-21 Oct 1997 Requirements for Cost or Pricing Data or
Information Other Than Cost or Pricing
Data - Modifications

52.216-7 Feb 2002 Allowable Cost and Payment

52.216-8 Mar 1997 Fixed Fee

52.2 19-8 Oct 2000 Utilization of Small Business Concerns
(Over $100,000)

52.2 19-9 Jan 2002 Small Business Subcontracting Plan
(Over $500,000)

52.2 19-16 Jan 1999 Liquidated Damages - Subcontracting Plan
(Over $500,000)

52.222-2 Jul 1990 Payment for Overtime Premium (Over $100,000)
(Note: The dollar amount in paragraph (a)
of this clause is $0 unless otherwise
specified in the contract.)

52.222-3 Aug 1996 Convict Labor

52.222-26 Apr 2002 Equal Opportunity

52.222-35 Dec 2001 Equal Opportunity for Special Disabled
Veterans, Veterans of the Vietnam Era,
and Other Eligible Veterans

52.222-36 Jun 1998 Affirmative Action for Workers with
Disabilities

52.222-37 Dec 2001 Employment Reports on Special Disabled
Veterans, Veterans of the Vietnam Era, and
Other Eligible Veterans

52.223-6 May 2001 Drug-Free Workplace

52.223-14 Oct 2000 Toxic Chemical Release Reporting

52.225-1 May 2002 Buy American Act - Supplies

52.225-13 Jul 2000 Restrictions on Certain Foreign Purchases

52.227-1 Jul 1995 Authorization and Consent, Alternate
I (Apr 1984)

52.227-2 Aug 1996 Notice and Assistance Regarding Patent and
Copyright Infringement (Over $100,000)

52.227-11 Jun 1997 Patent Rights - Retention by the Contractor
(Short Form) (Note: In accordance with
FAR 27.303(a)(2), paragraph (f) is modified
to include the requirements in
FAR 27.303(a)(2)(i) through (iv).
The frequency of reporting in (i) is annual.

52.227.14 Jun 1987 Rights in Data - General

52.232-9 Apr 1984 Limitation on Withholding of Payments

52.232-17 Jun 1996 Interest (Over $100,000)

Contract No. N01 -ES-25497

52.232-20 Apr 1984 Limitation of Cost

52.232-23 Jan 1986 Assignment of Claims

52.232-25 Feb 2002 Prompt Payment

52.232-34 May 1999 Payment by Electronic Funds Transfer--Other
Than Central Contractor Registration

52.233-1 Jul 2002 Disputes

52.233-3 Aug 1996 Protest After Award, Alternate I (Jun 1985)

52.242-1 Apr 1984 Notice of Intent to Disallow Costs

52.242-3 May 2001 Penalties for Unallowable Costs
(Over $500,000)

52.242-4 Jan 1997 Certification of Final Indirect Costs

52.242-13 Jul 1995 Bankruptcy (Over $100,000)

52.243-2 Aug 1987 Changes - Cost Reimbursement, Alternate V
(Apr 1984)

52.244-2 Aug 1998 Subcontracts, Alternate II (Aug 1998) *If
written consent to subcontract is required,
the identified subcontracts are listed in
ARTICLE B, Advance Understandings.

52.244-5 Dec 1996 Competition in Subcontracting (Over $100,000)

52.245-5 Jan 1986 Government Property (Cost-Reimbursement, Time
and Material, or Labor-Hour Contract)

52.246-23 Feb 1997 Limitation of Liability (Over $100,000)

52.249-6 Sep 1996 Termination (Cost-Reimbursement)

52.249-14 Apr 1984 Excusable Delays

52.253-1 Jan 1991 Computer Generated Forms

b. DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR)
(48 CFR CHAPTER.3) CLAUSES:

HHSAR
CLAUSE N0 DATE TITLE
----------- -------- ---------------------------------------------

352.202-1 Jan 2001 Definitions - with Alternate paragraph (h)
(Jan 2001)

352.2 16-72 Oct 1990 Additional Cost Principles

352.228-7 Dec 1991 Insurance - Liability to Third Persons

352.232-9 Apr 1984 Withholding of Contract Payments

352.233-70 Apr 1984 Litigation and Claims

Contract No. N01 -ES-25497

352.242-71 Apr 1984 Final Decisions on Audit Findings

352.270-5 Apr 1984 Key Personnel

352.270-6 Jul 1991 Publications and Publicity

352.270-7 Jan 2001 Paperwork Reduction Act

[End of GENERAL CLAUSES FOR A COST-REIMBURSEMENT RESEARCH AND DEVELOPMENT
CONTRACT - Rev. 9/2002].

ARTICLE I.2 AUTHORIZED SUBSTITUTION OF CLAUSES

Contract No. N01-ES-25497 ARTICLE 1.1. of this SECTION is hereby modified as
follows:

FAR Clause 52.219-9, SMALL BUSINESS SUBCONTRACTING PLAN (JANUARY 2002), and FAR
Clause 52.219-16, LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JANUARY 1999) are
deleted in their entirety.

FAR Clause 52.232-20, LIMITATION OF COST, is deleted in its entirety and FAR
Clause 52.232-22, LIMITATION OF FUNDS (APRIL 1984) is substituted therefor.
Note: When this contract is fully funded, FAR Clause 52.232-22, LIMITATION OF
FUNDS will no longer apply and FAR Clause 52.232-20, LIMITATION OF COST will
become applicable.

ARTICLE I.3. ADDITIONAL CONTRACT CLAUSES

This contract incorporates the following clauses by reference, with the same
force and effect, as if they were given in full text. Upon request, the
contracting officer will make their full text available.

a. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

(1) FAR 52.217-6, Option for Increased Quantity (MARCH 1989).

"....The Contracting Officer may exercise the option by written notice
to the Contractor within 15 days

(2) FAR 52.2 19-4, Notice of Price Evaluation Preference for HUBZone
Small Business Concerns (JANUARY 1999).

"(c) Waiver of evaluation preference

[ ] Offeror elects to waive the evaluation preference."

(3) FAR 52.219-23, Notice of Price Evaluation Adjustment for Small
Disadvantaged Business Concerns (MAY 2001).

"(b) Evaluation adjustment. (1) The Contracting Officer ▇▇▇▇
▇▇▇▇▇▇▇▇ offers by adding a factor of 10 percent to the price of
all offers, except--.."

Contract No. N01 -ES-25497

(4) FAR 52.223-3, Hazardous Material Identification and Material
Safety Data (JANUARY 1997), ALTERNATE I (JULY 1995).

(5) FAR 52.227-14, Rights in Data - General (JUNE 1987).

(6) Alternate I (JUNE 1987), FAR 52.227-14, Rights in Data--General
(JUNE 1987).

(7) Alternate II (JUNE 1987), FAR 52.227-14, Rights in Data--General
(JUNE 1987).

Additional purposes for which the limited rights data may be
used are:

(8) Alternate III (JUNE 1987), FAR 52.227-14, Rights in
Data--General (JUNE 1987).

Additions to, or limitations on, the restricted rights set forth
in the Restricted Rights Notice of subparagraph (g)(3) of the
clause are expressly stated as follows:

(9) Alternate V (JUNE 1987), FAR 52.227-14, Rights in Data--General
(JUNE 1987).

Specific data items that are not subject to paragraph (j)
include:

(10) FAR 52.227-19, Commercial Computer Software--Restricted Rights
(JUNE 1987).

(11) FAR 52.246-23, Limitation of Liability (FEBRUARY 1997).

(12) FAR 52.25 1-1, Government Supply Sources (APRIL 1984),

b. DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR)
(48 CHAPTER 3) CLAUSES:

(1) HHSAR 352.223-70, Safety and Health (JANUARY 2001). [This clause
is provided in full text in SECTION J -ATTACHMENTS.]

(2) HHSAR 352.270-I, Accessibility of Meetings, Conferences and
Seminars to Persons with Disabilities (JANUARY 2001).

c. NATIONAL INSTITUTES OF HEALTH (NIH) RESEARCH CONTRACTING (RC) CLAUSES:

The following clauses are attached and made a part of this contract:

(1) NIH (RC)-7, Procurement of Certain Equipment (APRIL 1984) (0MB
Bulletin 8 1-16).

ARTICLE I.4. ADDITIONAL FAR CONTRACT CLAUSES INCLUDED IN FULL TEXT

This contract incorporates the following clauses in full text.

Contract No. N01 -ES-25497

FEDERAL ACQUISITION REGULATION (FAR)(48 CFR CHAPTER 1) CLAUSES:

a. FAR Clause 52.244-6, SUBCONTRACTS FOR COMMERCIAL ITEMS (MAY 2002)

(a) Definitions. As used in this clause-- Commercial item, has the
meaning contained in the clause at 52.202-1, Definitions.

Subcontract, includes a transfer of commercial items between
divisions, subsidiaries, or affiliates of the Contractor or
subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall
incorporate, and require its subcontractors at all tiers to
incorporate, commercial items or nondevelopmental items as
components of items to be supplied under this contract.

(i) 52.2 19-8, Utilization of Small Business Concerns (OCT
2000) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts
that offer further subcontracting opportunities. If the
subcontract (except subcontracts to small business
concerns) exceeds $500,000 ($1,000,000 for construction
of any public facility), the subcontractor must include
52.2 19-8 in lower tier subcontracts that offer
subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).

(iii) 52.222-35, Equal Opportunity for Special Disabled
Veterans, Veterans of the Vietnam Era, and Other
Eligible Veterans (DEC 2001) (38 U.S.C. 42 12(a)).

(iv) 52.222-36, Affirmative Action for Workers with
Disabilities (JUN 1998) (29 U.S.C. 793).

(v) 52.247-64, Preference for Privately Owned U.S.-Flag
Commercial Vessels (JUN 2000) (46 U.S.C. Appx 1241)
(flowdown not required for subcontracts awarded
beginning May 1, 1996).

(2) While not required, the Contractor may flow down to
subcontracts for commercial items a minimal number of
additional clauses necessary to satisfy its contractual
obligations.

(d) The Contractor shall include the terms of this clause, including
this paragraph (d), in subcontracts awarded under this contract.

Contract No. N01 -ES-25497

PART III

SECTION J - LIST OF ATTACHMENTS

The following documents are attached and incorporated in this contract:

1. Statement of Work, Ttoxicogenomics Microarray Resource, dated 9/02, 5
pages.

2. Invoice/Financing Request and Contract Financial Reporting Instructions
for NIH Cost-Reimbursement Type Contracts, NIH(RC)-4, (5/97), 5 pages.

3. Safety and Health, HHSAR Clause 352.223-70, (1/01), 1 page.

4. Government Property - Schedule I-B, dated 9/20, 1 pages.

5. Report of Government Owned, Contractor Held Property, 1 page.

6. Procurement of Certain Equipment, NIH(RC)-7, 4/1/84, 1 page.

Contract No. N01 -ES-25497

PART IV

SECTION K - REPRESENTATIONS AND CERTIFICATIONS

The following documents are incorporated by reference in this contract:

1. Representations and Certifications, dated January 8, 2002.

END of the SCHEDULE
(CONTRACT)

Contract No. N01 -ES-25497

Attachment 1

STATEMENT OF WORK FOR NATIONAL CENTER FOR TOXICOGENOMICS (NCT)
MICROARRAY RESOURCE

GENE EXPRESSION ANALYSIS

SEPTEMBER 2002

The major objective of this contract are to provide gene expression analyses for
acquiring high quality gene expression data from chemical treated or
environmentally-stressed biological systems.

A. Gene Expression Analysis

The Contractor shall provide gene expression analysis for obtaining high
quality gene expression profiles derived from toxicant treated or
environmentally-stressed biological samples. With the rapid advance of
genomic information for multiple organisms, this platform must be highly
flexible to change and grow through the course of the contract. The
Contractor shall provide a validated, state-,of-the-art mRNA microarray
expression methodology.

The goal of this objective is to conduct initial pilot studies with the
NIEHS Microarray Center (NMC) to validate the Contractor's methodology
and to establish a baseline for merging data from the current NIEHS gene
expression database with the prototype database generated in this
contract. Over the term of this contract, it is expected that the number
of investigators supported by the service of this contract will grow in
order to increase the rate at which gene expression profile information
may be accumulated. The details and phasing are provided below:

(1) Component 1 - Establishment of a gene expression platform that
demonstrates utility and validity through data generation and
exchange with the NCT.

The NCT has been conducting gene expression experiments with
rat, mouse or human cell lines through the NIEHS Microarray
Center (NMC) using an in-house generated cDNA microarray
platform for hybridizations. It is the desire of the NCT to
build on the expertise already existing at the NMC to lay the
groundwork for the development of a prototype toxicological
microarray gene expression database. In order to facilitate
this, the following objectives have been set:

(a) Provision of critical components of the Contractor's
gene expression platform to the NCT.

Designated members of the NCT (i.e., members of the NMC)
will serve to validate the work of the Contractor.
Therefore the Contractor shall provide the NMC the
critical components of its gene expression platform.
This will include microarray chips (details discussed in
the following paragraph), protocols and any, specialized
supplies or tools for labeling and hybridizing RNA to
these chips, array analysis tools, and training and
support in the use of these components as well as
support in production of

Contract No. N01 -ES-25497

appropriate files/formats for integration into the
image. analysis software and databases being used by the
NMC. It is anticipated that this activity will occur
during months 1 to 6 after the contract award.

The Contractor shall provide high quality genomic
resources for the generation of sufficient number of
chips for replicate analysis of these samples. In the
case of a cDNA-based platform, all clones shall be fully
sequence verified (greater than 95%) and clones shall be
provided upon request for further validation. In the
case of an oligonucleotide-based platform, sequences of
a length and number appropriate for optimal and specific
hybridization of each gene shall be provided by the
Contractor, and information on the accuracy of the
sequences on the chip shall be assessed and provided.
High quality control measures/information should be
documented and provided. Regardless of the platform, it
is anticipated that the chips shall contain sequences to
provide gene expression information on a minimum of
20,000 genes/chip. This number may be increased,
decreased, or the genes represented may be modified as
the situation requires. The addition of other species
(i.e., yeast or Drosophila may be required in later
stages of the contract). In addition, appropriate and
flexible chip layouts must be allowed to adapt to the
scanning/image analysis capabilities of the NCT
consortium members. Provision of chip layouts and gene
annotation of data files should be made. Finally, chips
that represent the entire genome of an organism may be
required when possible. Each chip shall contain DNA
sequences that serve as positive and negative controls
as well as sequences that may be used for normalization
of one array to another. Adequate numbers of replicate
analyses to get reliable interpretation of significant
gene expression changes will be performed.

(b) Conduct of proof-of-principle experiments to validate
the gene expression platform.

It is anticipated that the NMC for the NCT will conduct
up to four (4) large proof-of-principle experiments
focused on the examination of chemical or environmental
stress effects on model organisms. RNA samples will be
generated by the NMC or a contractor. It is expected
that a subset of the samples from these studies will be
split between the NMC and the Contractor for the purpose
of validation of the microarray methods and analysis at
each location.

In the first component of this project it is anticipated
that each experiment will consist of approximately 200
RNA samples to be analyzed in replicates (up to 4 chips
per sample) that may be derived from rat, mouse, or
human cell models. (Time frame month 7 - 12).

An area of focus is the comparison, validation and
quality assessment of the Contractor platform. Data
generated at both the NCT and the Contractor's site will
be shared. Data generated in Section (b) and in other

Contract No. N01 -ES-25497

gene expression studies conducted by the NMC on their
current cDNA microarray platform as well as on the
Contractor's platform will be deposited for use by NCT
personnel into a prototype gene expression database
possibly developed by the Contractor (according to the
criteria below), through another contract or on site at
NIEHS. It is anticipated that this activity will occur
during months 7 to 60 after the contract award.

(2) COMPONENT 2 - DEVELOPMENT OF STANDARDS AND PRACTICES FOR
INCORPORATION OF DATA FROM NIEHS EXTRAMURALLY SUPPORTED
CONSORTIA.

In order to develop consistency between the NMC and the
extramural laboratories, up to four (4) validation baseline
toxicology experiments involving rat, mouse, or human cell lines
will be performed. These experiments may be conducted in rat,
mouse or human models. It is anticipated that some of the
extramural laboratories and the NMC will perform identical
experiments. In general, these experiments will take the
following format. (Time frame month 7-24).

(a) First multiple hybridization experiments on several RNA
extractions from various cell lines grown in normal
logarithmic stage will be compared among all platforms.

(b) These cell lines will be perturbed by several known
physiological or other type of stresses or known
toxicants to provide specific toxicant signatures.

(d) These experiments will generate as many as 2400
biological samples in the first 24 months. Once
baselines have been set between the Contractor, the NMC
and extramural laboratories, and preliminary validation,
proof-of-principle experiments have been conducted, all
contract services will be provided under the direction
of the Project Officer for conducting gene expression
analysis on studies.

The Contractor, under direction of the Project Officer,
shall provide chips and/or perform RNA gene expression
analysis (labeling and hybridizations to their
chips-details for chips outlined in (1)(b)) for specific
experiments. These experiments may include, but not be
limited to: additional experiments with cell lines,
analysis of tissues following treatment of animals with
specific toxicants, environmental stresses, or the study
of developmental changes within an organism. It is
anticipated that the RNA will be extracted by the
specific performing members at their home sites and
simultaneous RNA analysis will be performed by the NMC
on site as well as by the Contractor at the Contractor's
site. (Time frame month 7-60).

The Contractor shall:

Contract No. N01 -ES-25497

(a) provide DNA chips and associated information of the
quality outlined in (1) (b) to the NMC and the
extramural laboratories to allow multi-center analysis
of hybridization protocols and standards.

(b) provide RNA extraction procedures and protocols to the
NMC and the extramural laboratories for reproducible
hybridizations.

(c) provide an adequate number of replicate microarray
analyses of the same quality as outlined in (1)(b) for
establishing a protocol for standardization of
microarray expression data.

(d) provide a standard, quality source of RNA to be used for
establishing baseline quality of data.

(e) provide microarray analysis on RNA supplied by the NMC
and the extramural laboratories using the Contractor
provided microarray chips. Some of the RNA will also be
analyzed on site with the NMC or the extramural
laboratory platforms.

(f) provide informatics support of chip layouts and gene
specifications

In addition, besides the core studies listed above, there may up
to four (4) optional studies per year encompassing up to a total
of 2400 samples. The NMC will coordinate compiling purified RNA
samples for processing by the contractor for the National
Toxicology Program (NIP) or other collaborators. These samples
will require processing from RNA through scanning/image
processing steps. The optional studies will be activated as
needed.

Contract No. N01 -ES-25497

B TRAVEL

It is anticipated that at least two members of the contractor's group
will be required to travel to the NIEHS up to three times per year, up
to three days per visit for discussions. In addition, travel for two
people to one scientific meeting per year may be authorized.

Contract No. N01 -ES-25497

INVOICING/FINANCING REQUEST AND CONTRACT FINANCIAL REPORTING
INSTRUCTIONS FOR NIH COST-REIMBURSEMENT CONTRACTS, NIH(RC)-4

General: The contractor shall submit claims for reimbursement in the manner and
format described herein and as illustrated in the sample invoice/financing
request.

Format: Standard Form 1034, "Public Voucher for Purchases and Services Other
Than Personal," and Standard Form 1035, "Public Voucher for Purchases and
Services Other Than Personal-- Continuation Sheet," or reproduced copies of such
forms marked ORIGINAL should be used to submit claims for reimbursement. In lieu
of SF-1O34 and SF1035, claims may be submitted on the payee's letter-head or
self-designed form provided that it contains the information shown on the sample
invoice/financing request.

Number of Copies: As indicated in the Invoice Submission Clause in the contract.

Frequency: Invoices/financing requests submitted in accordance with the Payment
Clause shall be submitted monthly unless otherwise authorized by the contracting
officer.

Cost Incurrence Period: Costs incurred must be within the contract performance
period or covered by precontract cost provisions.

Billing of Costs Incurred: If billed costs include: (1) costs of a prior billing
period, but not previously billed; or (2) costs incurred during the contract
period and claimed after the contact period has expired, the amount and month(s)
in which such costs were incurred shall be cited.

Contractor's Fiscal Year: Invoices/financing requests shall be prepared in such
a manner that costs claimed can be identified with the contractor's fiscal year.

Currency: All NIH contracts are expressed in United States dollars. When
payments are made in a currency other than United States dollars, billings on
the contract shall be expressed, and payment by the United States Government
shall be made, in that other currency at amounts coincident with actual costs
incurred. Currency fluctuations may not be a basis of gain or loss to the
contractor. Notwithstanding the above, the total of all invoices paid under this
contract may not exceed the United States dollars authorized.

Costs Requiring Prior Approval: Costs requiring the contracting officer's
approval, which are not set forth in an Advance Understanding in the contract
shall be so identified and reference the Contracting Officer's Authorization
(COA) Number. In addition, any cost set forth in an Advance Understanding shall
be shown as a separate line item on the request.

Invoice/Financing Request Identification: Each invoice/financing request shall
be identified as either:

(a) Interim Invoice/Contract Financing Request - These are interim
payment requests submitted during the contract performance
period.

(b) Completion Invoice - The completion invoice is submitted
promptly upon completion of the work; but no later than one year
from the contract completion date, or within 120 days after
settlement of the final indirect cost rates covering the year in
which this contract is physically complete (whichever date is
later).

Contract No. N01 -ES-25497

The completion invoice should be submitted when all costs have
been assigned to the contract and all performance provisions
have been completed.

(c) Final Invoice - A final invoice may be required after the
amounts owed have been settled between the Government and the
contractor (e.g., resolution of all suspensions and audit
exceptions).

Preparation and Itemization of the Invoice/Financing Request: The contractor
shall furnish the information set forth in the explanatory notes below. These
notes are keyed to the entries on the sample invoice/financing request.

(a) Designated Billing Office Name and Address - Enter the
designated billing office and address, identified in the Invoice
Submission Clause of the contract, on all copies of the
invoice/financing request.

(b) Invoice/Financing Request Number - Insert the appropriate serial
number of the invoice/financing request.

(d) Contract Number and Date - Insert the contract number and the
effective date of the contract.

(e) ▇▇▇▇▇'s Name and Address - Show the contractor's name (as it
appears in the contract), correct address, and the title and
phone number of the responsible official to whom payment is to
be sent. When an approved assignment has been made by the
contractor, or a different payee has been designated, then
insert the name and address of the payee instead of the
contractor.

(f) Total Estimated Cost of Contract - Insert the total estimated
cost of the contract, exclusive of fixed-fee. For incrementally
funded contracts, enter the amount currently obligated and
available for payment.

(g) Total Fixed-Fee - Insert the total fixed-fee (where applicable).
For incrementally funded contracts, enter the amount currently
obligated and available for payment.

(h) Billing Period - Insert the beginning and ending dates (month,
day, and year) of the period in which costs were incurred and
for which reimbursement is claimed. ,-

(i) Incurred Cost - Current - Insert the amount billed for the major
cost elements, adjustments, and adjusted amounts for the current
period.

(j) Incurred Cost - Cumulative - Insert the cumulative amounts
billed for the major cost elements and adjusted amounts claimed
during this contract.

(k) Direct Costs - Insert the major cost elements. For each element,
consider the application of the paragraph entitled "Costs
Requiring Prior Approval" on page 1 of these instructions.

Contract No. N01 -ES-25497

(1) Direct Labor - Include salaries and wages paid (or
accrued) for direct performance of the contract. For Key
Personnel, list each employee on a separate line. List
other employees as one amount unless otherwise required
by the contract.

(2) Fringe Benefits - List any fringe benefits applicable to
direct labor and billed as a direct cost. Fringe
benefits included in indirect costs should not be
identified here.

(3) Accountable Persona! Property - Include permanent
research equipment and general purpose equipment having
a unit acquisition cost of $1,000 or more and having an
expected service life of more than two years, and
sensitive property regardless of cost (see the DHHS
Contractor`s Guide for Control of Government Property).
Show permanent research equipment separate from general
purpose equipment. Prepare and attach Form HHS-565,
"Report of Accountable Property," in accordance with the
following instructions:

List each item for which reimbursement is requested. A
reference shall be made to the following (as
applicable):

. The item number for the specific piece of
equipment listed in the Property Schedule.

. The Contracting Officer's Authorization letter
and number, if the equipment is not covered by
the Property Schedule.

. Be preceded by an asterisk (*) if the equipment
is below the approval level.

(4) Materials and Supplies - Include equipment with unit
costs of less than $1,000 or an expected service life of
two years or less, and consumable material and supplies
regardless of amount.

(5) Premium Pay - List remuneration in excess of the basic
hourly rate.

(6) Consultant Fee - List fees paid to consultants. Identify
consultant by name or category as set forth in the
contract's Advance Understanding or in the COA letter,
as well as the effort (i.e., number of hours, days,
etc.) and rate being billed.

(7) Travel - Include domestic and foreign travel. Foreign
travel is travel outside of Canada, the United States
and its territories and possessions. However, for an
organization located outside Canada, the United States
and its territories and possessions, foreign travel
means travel outside that country. Foreign travel must
be billed separately from domestic travel.

(8) Subcontract Costs - List subcontractor(s) by name and
amount billed.

Contract No. N01 -ES-25497

(9) Other - List all other direct costs in total unless
exceeding $1,000 in amount. If over $1,000, list cost
elements and dollar amounts separately. If the contract
contains restrictions on any cost element, that cost
element must be listed separately.

(l) Cost of Money (COM) - Cite the CQM factor and base in effect
during the time the cost was incurred and for which
reimbursement is claimed.

(m) Indirect Costs--Overhead - Identify the cost base, indirect cost
rate, and amount billed for each indirect cost category.

(n) Fixed-Fee Earned - Cite the formula or method of computation for
the fixed-fee (if any). The fixed-fee must be claimed as
provided for by the contract.

(o) Total Amounts Claimed - Insert the total amounts claimed for the
current and cumulative periods.

(p) Adjustments - Include amounts conceded by the contractor,
outstanding suspensions, and/or disapprovals subject to appeal.

(q) Grand Totals

The contracting officer may require the contractor to submit detailed support
for costs claimed on one or more interim invoices/financing requests.

Contract No. N01 -ES-25497

FINANCIAL REPORTING INSTRUCTIONS:

Contract No. N01-ES-25497

FINANCIAL REPORTING INSTRUCTIONS:

These instructions are keyed to the Columns on the sample invoice/financing
request.

Column A--Expenditure Category - Enter the expenditure categories required by
the contract.

Column B--Cumulative Percentage of Effort/Hrs.-Negotiated - Enter the percentage
of effort or number of hours agreed to doing contract negotiations for each
employee or labor category listed in Column A.

Column C--Cumulative Percentage of Effort/Hrs.-Actual - Enter the percentage of
effort or number of hours worked by each employee or labor category listed in
Column A.

Column D--Incurred Cost-Current - Enter the costs, which were incurred during
the current period.

Column E--Incurred Cost-Cumulative - Enter the cumulative cost to date.

Column F--Cost at Completion - Enter data only when the contractor estimates
that a particular expenditure category will vary from the amount negotiated.
Realistic estimates are essential.

Column G-- Contract Amount - Enter the costs agreed to during contract
negotiations for all expenditure categories listed in Column A.

Column H--Variance (Over or Under) - Show the difference between the estimated
costs at completion (Column F) and negotiated costs (Column 0) when entries have
been made in Column F. This column need not be filled in when Column F is blank.
When a line item varies by plus or minus 10 percent, i.e., the percentage
arrived at by dividing Column F by Column G, an explanation of the variance
should be submitted. In the case of an overrun (net negative variance), this
submission shall not be deemed as notice under the Limitation of Cost (Funds)
Clause of the contract.

Modifications: Any modification in the amount negotiated for an item since the
preceding report should be listed in the appropriate cost category.

Expenditures Not Negotiated: An expenditure for an item for which no amount was
negotiated (e.g., at the discretion of the contractor in performance of its
contract) should be listed in the appropriate cost category and all columns
filled in, except for 0. Column H will of course show a 100 percent variance and
will be explained along with those identified under H above.

Contract No. N01 -ES-25497

SAMPLE INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL REPORT

(a) Billing Office Name and Address (b) Invoice/Financing Request
NATIONAL INSTITUTES OF HEALTH No.______________________________
National Institute of Environmental Health Sciences
RCB (c) Date Invoice Prepared________
79 ▇. ▇. ▇▇▇▇▇▇▇▇▇ Dr. (4401 Research Building)
(e) ▇▇▇▇▇'s Name and Address (d) Contract No._________________
ABC CORPORATION
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Effective Date__________
Anywhere, USA zip code
Attn: Name, Title, & Phone Number of Official to Whom (f) Total Estimated Cost____
Payment is Sent
(g) Total Fixed Fee__________

(h) This invoice/financing request represents reimbursable costs for the
period from ___ to ___

Cumulative Percentage
of Effort/Hrs. Incurred Cost
------------------------- ---------------------------
Expenditure (i) (j) Cost at Contract
Category* Negotiated Actual Current Cumulative Completion Amount Variance
A B C D E F G H
--------------------------- ------------ ------------ ------------ -------------- ------------- ------------ ---------

(k) Direct Costs:

(1) Direct Labor

(2) Fringe Benefits

(3) Accountable
Property (attach HHS-565)

(4) Materials & Supplies

(5) Premium Pay

(6) Consultant Fees

(7) Travel

(8) Subcontracts

(9) Other

Total Direct Costs

(l) Cost of Money

(m) Overhead

G&A

(n) Fixed Fee

(o) Total Amount Claimed

(p) Adjustments

(q) Grand Totals

Contract No. N01 -ES-25497

I certify that all payments are for appropriate purposes and in accordance with
the contract.

------------------ -------
(Name of Official) (Title)

* Attach details as specified in the contract

Contract No. N01 -ES-25497

HHSAR 352.223-70 SAFETY AND HEALTH (JANUARY 2001)

(a) To help ensure the protection of the life and health of all persons, and
to help prevent damage to property, the Contractor shall comply with all
Federal, State and local laws and regulations applicable to the work
being performed under this contract. These laws are implemented and/or
enforced by the Environmental Protection Agency, Occupational Safety and
Health Administration and other agencies at the Federal, State and local
levels (Federal, State and local regulatory/enforcement agencies).

(b) Further, the Contractor shall take or cause to be taken additional
safety measures as the Contracting Officer in conjunction with the
project or other appropriate officer, determines to be reasonably
necessary. If compliance with these additional safety measures results
in an increase or decrease in the cost or time required for performance
of any part of work under this contract, an equitable adjustment will be
made in accordance with the applicable "Changes" Clause set forth in
this contract.

(c) The Contractor shall maintain an accurate record of, and promptly report
to the Contracting Officer, all accidents or incidents resulting in the
exposure of persons to toxic substances, hazardous materials or
hazardous operations; the injury or death of any person; and/or damage
to property incidental to work performed under the contract and all
violations for which the Contractor has been cited by any Federal, State
or local regulatory/enforcement agency. The report shall include a copy
of the notice of violation and the findings of any inquiry or
inspection, and an analysis addressing the impact these violations may
have on the work remaining to be performed. The report shall also state
the required action(s), if any, to be taken to correct any, violation(s)
noted by the Federal, State or local regulatory/enforcement agency and
the time frame allowed by the agency to accomplish the necessary
corrective action.

(d) If the Contractor fails or refuses to comply promptly with the Federal,
State or local regulatory/enforcement agency's directive(s) regarding
any violation(s) and prescribed corrective action(s), the Contracting
Officer may issue an order stopping all or part of the work until
satisfactory corrective action (as approved by the Federal, State or
local regulatory/enforcement agencies) has been taken and documented to
the Contracting Officer. No part of the time lost due to any stop work
order shall be subject to a claim for extension of time or costs or
damages by the Contractor.

(e) The Contractor shall insert the substance of this clause in each
subcontract involving toxic substances, hazardous materials, or
operations. Compliance with the provisions of this clause by
subcontractors will be the responsibility of the Contractor.

(End of clause)

Contract No. N01 -ES-25497

GOVERNMENT PROPERTY - SCHEDULE

Item Quantity Unit Cost Total
------------------------------------------------------------- -------- ------------ -----------

Agilent Microarray Scanner Bundle w/50 slide holders (G2565AA 1 $ 107,919 $ 107,919

2100 Bioanalyzer Multi-Instrument System (G2942BA) 1 $ 23,242 $ 23,242

Hybridization oven (1040-60-lAG) I $ 3,556 $ 3,556

NanoDrop ND-1000 Spectrophotomer 2 $ 7,932 $ 15,864

DYMO Label Writer 330 Label Printer 2 $ 270 $ 540

Dell-C510 Laptop PC (for NanoDrop) 2 $ 1,727 $ 3,2454

Dell Pentium 4 Workstation w/21" Monitor I $ 4,101 $ 4,101

Contract No. N01 -ES-25497

REPORT OF GOVERNMENT OWNED, CONTRACTOR HELD PROPERTY
-------------------------------------------------------- ----------------------------------------------------------------

CONTRACTOR: CONTRACT NUMBER

-------------------------------------------------------- ----------------------------------------------------------------
ADDRESS REPORT DATE:

----------------------------------------------------------------
FISCAL YEAR:

----------------------------------------------------------------

-------------------------------------------------------- ----------------------------------------------------------------
CLASSIFICATION BEGINNING OF PERIOD ADJUSTMENTS END OF PERIOD
--------------------------- ---------------------------- ---------------------------------------- -----------------------
#ITEMS VALUE CFP ADDED CAP ADDED DELETIONS #ITEMS VALUE
--------------------------- ---------------- ----------- -------------- ------------ ------------ ----------- -----------

LAND*$25K

LAND**$25K

OTHER REAL*$25K

OTHER REAL**$25K

PROPERTY UNDER CONST*$25K

PROPERTY UNDER CONST**$25K

PLANT EQUIP*$25K

PLANT EQUIP**$25K

SPECIAL TOOLING*$25K

SPECIAL TEST EQUIP*$25K

SPECIAL TEST EQUIP**$25K

AGENCY PECULIAR*$25K

AGENCY PECULIAR**$25K

MATERIAL*$25K

* Greater than or equal to
** Less than or equal to

Contract No. N01 -ES-25497

(CUMULATIVE)

PROPERTY UNDER MFR*$25K

PROPERTY UNDER MFR**$25K

SIGNED BY: DATE SIGNED:

* Greater than or equal to
** Less than or equal to

Contract No. N01 -ES-25497

PROCUREMENT OF CERTAIN EQUIPMENT

Notwithstanding any other clause in this contract, the Contractor will not be
reimbursed for the purchase, lease, or rental of any item of equipment listed in
the following Federal Supply Groups, regardless of the dollar value, without the
prior written approval of the Contracting Officer.

67 - Photographic Equipment
69 - Training Aids and Devices
70 - General Purpose ADP Equipment, Software,
Supplies and Support (Excluding 7045-ADP Supplies and
Support
Equipment.)
71 - Furniture
72 - Household and Commercial Furnishings and Appliances
74 - Office Machines and Visible Record Equipment
77 - Musical Instruments, Phonographs, and Home-type Radios
78 - Recreational and Athletic Equipment

When equipment in these Federal Supply Groups is requested by the Contractor and
determined essential by the Contracting Officer, the Government will endeavor to
fulfill the requirement with equipment available from its excess personal
property sources, provided the request is made under a contract. Extensions or
renewals of approved existing leases or rentals for equipment in these Federal
Supply Groups are excluded from the provisions of this article.

N01-ES-25497 09/30/2002 04291 ------------------------------------------------- ----------------------------------------------------------------------------- 5. ISSUED BY CODE 6. ADMINISTERED BY (If other than Item 5) CODE

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