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Page 1 of 5 Instructions for Form 8942 (June 2010)                                                        17:12 - 16-JUN-2010

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                                                                                                          Department of the Treasury
                                                                                                          Internal Revenue Service
Instructions for Form 8942

(June 2010)
Application for Certification of Qualified Investments Eligible for Credits and
Grants Under the Qualifying Therapeutic Discovery Project Program

Section references are to the Internal        below). The amount that is treated as        directly related to the conduct of a
Revenue Code unless otherwise noted.          qualified investment shall not exceed the    qualifying therapeutic discovery project.
                                              amount certified by the IRS as eligible for    The IRS will not certify more than $10
                                              the QTDP credit.                             million as a qualified investment for any
General Instructions                                                                       single applicant and no applicant will be
                                              Qualifying Therapeutic                       allocated more than $5 million in QTDP
Purpose of Form                               Discovery Project                            credits or grants in the aggregate for 2009
Use Form 8942 to apply, under the             A qualifying therapeutic discovery project   and 2010, regardless of the number of
Qualifying Therapeutic Discovery Project      is a project that is designed to:            projects the applicant sponsors.
(QTDP) Program, for:                            1. Treat or prevent diseases or              The amount that is treated as qualified
• Certification of qualified investments      conditions by conducting pre-clinical        investment for all tax years for any
eligible for a QTDP credit, and               activities, clinical trials, and clinical    qualifying therapeutic discovery project
• A grant in lieu of the QTDP credit.         studies, or carrying out research            may not exceed the amount certified by
A separate Form 8942 must be filed for        protocols, for the purpose of securing       the IRS as eligible for the QTDP credit.
each project for which the applicant is       approval of a product under section          Employees described in section
requesting certification.                     505(b) of the Federal Food, Drug, and        162(m)(3).     The following employees are
                                              Cosmetic Act or section 351(a) of the        described in 162(m)(3).
Definitions                                   Public Health Service Act;                     The chief executive officer (or individual
                                                2. Diagnose diseases or conditions or      •acting in that capacity) of any applicant as
Qualifying Therapeutic                        to determine molecular factors related to    of the end of the tax year.
Discovery Project Program                     diseases or conditions by developing         • An employee whose total
Under the Patient Protection and              molecular diagnostics to guide               compensation for the tax year is required
Affordable Care Act (Public Law               therapeutic decisions; or                    to be reported to shareholders under
111-148), the IRS and the Department of         3. Develop a product, process, or          Securities Exchange Act of 1934 because
Health and Human Services (HHS) have          technology to further the delivery or        the employee is among the three highest
established the qualifying therapeutic        administration of therapeutics.              compensated officers for the tax year
discovery project program in accordance                                                    (other than the principal executive officer
with Notice 2010-45 to consider and                   Each project will be evaluated by    or the principal financial officer).
award certifications for qualified              !     itself without reference to other    For more information on employees
investments eligible for the credit to        CAUTION projects. Therefore, dividing a      described in section 162(m)(3), see
qualifying therapeutic discovery project      project into multiple projects may result in Notice 2007-49, 2007-25 I.R.B. 1429,
sponsors. An eligible taxpayer may apply      the projects not meeting the selection       available at http://www.irs.gov/irb/
for certification from the IRS of a qualified criteria under section 48D(d)(3).            2007-25_IRB/ar01.html
investment with respect to a qualifying                                                    Facility maintenance expenses.
therapeutic discovery project as eligible     Qualified Investment                         Facility maintenance expenses are costs
for a credit, or for certain applicants, a    Generally, a qualified investment is the     paid or incurred to maintain a facility,
grant under the program. The IRS will         aggregate amount of the costs paid or        including:
consult with HHS in conducting this           incurred in a tax year beginning in 2009     • Mortgage or rent payments,
program. The total amount of qualified        or 2010 for expenses necessary for and       • Insurance payments,
investments that will be certified by the     directly related to the conduct of a         • Utility and maintenance costs, and
IRS for all applicants under the qualifying   qualifying therapeutic discovery project.    • Costs of employment of maintenance
therapeutic discovery project program will                                                 personnel.
not exceed $2 billion. The total amount of      An investment will be considered a
credits that may be allocated and grants      qualified investment only if it is made in a Qualified progress expenditures.        For
that may be paid will not exceed $1           tax year beginning in 2009 or 2010.          costs paid for property subject to
billion.                                      Qualified investment does not include the    depreciation, rules similar to rules of
                                              following costs.                             section 46(c)(4) and (d) (as in effect on
  For more information on the Qualifying      • Remuneration for any employee              the day before the date of enactment of
Therapeutic Discovery Project Program,        described in section 162(m)(3).              the Revenue Reconciliation Act of 1990)
see Notice 2010-45, 2010-23 I.R.B. 734,       • Interest expenses.                         apply. For more information, see Qualified
available at http://www.irs.gov/irb/          • Facility maintenance expenses (defined     Progress Expenditures in the Instructions
2010-23_IRB/ar08.html.                        below).                                      for Form 3468.
                                              • A cost identified as a service cost        At-risk limit for individuals and closely
Qualifying Therapeutic                        under Regulations section 1.263A-1(e)(4).    held corporations.     The cost or basis of
Discovery Project Credit                      • Any investment for which bonus             depreciable property included in qualified
The QTDP credit is part of the investment     depreciation is allowed under section        investment for the QTDP credit or grant
credit for tax years beginning in 2009 or     168(k), 1400L(b)(1), or 1400N(d)(1).         may be limited if you borrowed against
2010. The QTDP credit for any tax year is     • Any other expense determined by the        the property and are protected against
an amount equal to 50 percent of the          IRS.                                         loss, or if you borrowed money from a
qualified investment (defined below) for      Reduce qualified investment by the           person who is related or who has an
that tax year with respect to any qualifying  amount of any grant excluded from gross      interest (other than as a creditor) in the
therapeutic discovery project (defined        income, unless the grant can only be         business activity. The cost or basis must
below) of an eligible taxpayer (defined       used for costs not necessary for and         be reduced by the amount of the
                                                      Cat. No. 55145S

Page 2 of 5 Instructions for Form 8942 (June 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       17:12 - 16-JUN-2010

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nonqualified nonrecourse financing                                                                                                                                                                                                                                                                                                                                                                                                 c. To significantly advance the goal of                                                                                                                                                                                                                                                                                                              above, before the partnership or the
related to the property as of the close of                                                                                                                                                                                                                                                                                                                                                                                       curing cancer within the 30-year period                                                                                                                                                                                                                                                                                                                pass-through entity may apply for a
the tax year in which the property is                                                                                                                                                                                                                                                                                                                                                                                            beginning on May 21, 2010; and                                                                                                                                                                                                                                                                                                                         QTDP grant.
placed in service. Generally, if the                                                                                                                                                                                                                                                                                                                                                                                               3. The IRS determines that the
applicant is a partnership or S                                                                                                                                                                                                                                                                                                                                                                                                  applicant’s project is among those                                                                                                                                                                                                                                                                                                                       The QTDP Program uses the Payment
corporation, whether any financing is                                                                                                                                                                                                                                                                                                                                                                                            projects that have the greatest potential:                                                                                                                                                                                                                                                                                                             Management System for payment of

non-qualifiedlevel.determined atnonrecoursethe partner orfinancingshareholderis                                                                                                                                                                                                                                                                                                                                                  theindirectly)a.UnitedTo createhighStates;quality,andandsustainhigh-paying(directlyjobsor                                                                                                                                                                                                                                      in                      electinggrants.not2010-45,registerTherefore,tosectionrequestwith the8.02(4),notwithstandingaCentralQTDPangrantContractorapplicantneedNotice
       If, at the close of a tax year following                                                                                                                                                                                                                                                                                                                                                                                    b. To advance United States                                                                                                                                                                                                                                                                                                                          Registration. The IRS will send applicants
the year property was placed in service,                                                                                                                                                                                                                                                                                                                                                                                         competitiveness in the fields of life,                                                                                                                                                                                                                                                                                                                 the forms necessary to process grant
the nonqualified nonrecourse financing for                                                                                                                                                                                                                                                                                                                                                                                       biological, and medical sciences.                                                                                                                                                                                                                                                                                                                      payments.
any property has increased or decreased,
then the credit base for the property                                                                                                                                                                                                                                                                                                                                                                                              A certification and allocation by the                                                                                                                                                                                                                                                                                                                Consistency requirement.                                                                                                                                                                                                                                            An election
changes accordingly. The changes may                                                                                                                                                                                                                                                                                                                                                                                             IRS is not a determination that the costs                                                                                                                                                                                                                                                                                                              for a QTDP grant will be effective only if
result in an increased QTDP credit (but                                                                                                                                                                                                                                                                                                                                                                                          described in the application were or will                                                                                                                                                                                                                                                                                                              an applicant makes the same election on
not greater than 50% of the qualified                                                                                                                                                                                                                                                                                                                                                                                            be, in fact, paid or incurred or that the                                                                                                                                                                                                                                                                                                              all the applicant’s applications for that tax
investment that was certified) or a                                                                                                                                                                                                                                                                                                                                                                                              costs were or will be necessary for and                                                                                                                                                                                                                                                                                                                year. If the applicant’s applications are
recapture of the QTDP credit or grant in                                                                                                                                                                                                                                                                                                                                                                                         directly related to the conduct of a                                                                                                                                                                                                                                                                                                                   inconsistent, then the election for a QTDP
the year of the change. See sections 49                                                                                                                                                                                                                                                                                                                                                                                          qualified therapeutic discovery project                                                                                                                                                                                                                                                                                                                grant will be invalid and the applicant will
and 465 for details.                                                                                                                                                                                                                                                                                                                                                                                                             under section 48D(b).                                                                                                                                                                                                                                                                                                                                  be considered for certification of a credit
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        only. The applicant may file an amended
Eligible Taxpayer                                                                                                                                                                                                                                                                                                                                                                                                                Project Information                                                                                                                                                                                                                                                                                                                                    Form 8942 requesting a QTDP grant for
An eligible taxpayer is a taxpayer who                                                                                                                                                                                                                                                                                                                                                                                           Memorandum                                                                                                                                                                                                                                                                                                                                             the inconsistent project, thus making all

employs not more than 250 full-time andpart-time employees in all businesses of                                                                                                                                                                                                                                                                                                                                                  The Project Information Memorandum isan HHS form the applicant must complete                                                                                                                                                                                                                                                                           year effective.elections for a QTDP grant for the same
the taxpayer at the time the application is                                                                                                                                                                                                                                                                                                                                                                                      and file with Form 8942 as part of a
filed. In figuring the number of full-time                                                                                                                                                                                                                                                                                                                                                                                       complete application for certification.                                                                                                                                                                                                                                                                                                                When to File
and part-time employees, do not include
leased employees. In determining the                                                                                                                                                                                                                                                                                                                                                                                               HHS will review the Project Information                                                                                                                                                                                                                                                                                                              File Form 8942 on or before July 21,
number of employees, include the                                                                                                                                                                                                                                                                                                                                                                                                 Memorandum to determine whether a                                                                                                                                                                                                                                                                                                                      2010. Applications filed after July 21,
employees of all members of the following                                                                                                                                                                                                                                                                                                                                                                                        project meets the definition of qualifying                                                                                                                                                                                                                                                                                                             2010, will not be considered.
that the applicant is a member of:                                                                                                                                                                                                                                                                                                                                                                                               therapeutic discovery project and whether                                                                                                                                                                                                                                                                                                                Applications will be deemed submitted
• A controlled group of corporations                                                                                                                                                                                                                                                                                                                                                                                             the applicant has demonstrated that its                                                                                                                                                                                                                                                                                                                on October 1, 2010, for purposes of
(defined in section 52(a));                                                                                                                                                                                                                                                                                                                                                                                                      project shows a reasonable potential to                                                                                                                                                                                                                                                                                                                48D(d)(2)(B) only. For all other purposes,
• A group of trades or businesses under                                                                                                                                                                                                                                                                                                                                                                                          meet one or more of the goals referred to                                                                                                                                                                                                                                                                                                              the application date will be the date the
common control (defined in section                                                                                                                                                                                                                                                                                                                                                                                               in item (2) under Certification of Qualified                                                                                                                                                                                                                                                                                                           application is filed as determined under
52(b)); and                                                                                                                                                                                                                                                                                                                                                                                                                      Investment, above.                                                                                                                                                                                                                                                                                                                                     section 7502.
• An affiliated service group (defined in

group‘‘at(forsectionAcomponentinsectionthatgroupexcludedsubjecteithercorporationsectionleastexample,‘‘morea(definedof414(m)).to1563(a)(1)),80%’’parent-subsidiarycorporationsmemberthan1563(a))taxmembereachaunderisin50%’’foreignasectionmemberforplaceorevensectionisofpurposesaifsubstitutedcorporationaitbrother-sisteritcontrolled1563(a),isifgroupappearsofita881).isamembercontrolledanof(definedforbeingexceptingroupofa typesCreditrequestGenerally,forminvestmentElectiongrants/funding/QTDP_PIM/index.htmQTDPQTDPtheTheapplicationisofcredit.grant.availableProjectforentitiesanaofforQTDPHowever,applicantaaInformationforareQTDPatGrantcertificationhttp://grants.nih.gov/grantnotcreditmaytheeligibleininMemorandumfollowinglieuLieuelectasofforofaqualifiedtoaofatreat. a••Overnight,Applicantsdeliveryrulefollowing.PrivateService.meetInternationalPrioritydeliveryDHLFederalundertheExpressOvernight,servicesservices“timelyDeliveryExpresssectionFedExcanPriority,usemailing(DHL):designatedinclude2Day,7502.FedEx(FedEx):certainandServicesDHLasFedExTheseonlyFedExStandardtimelyprivateSameFedExbytheprivatethefiling”DayIRS to
Certification of Qualified                                                                                                                                                                                                                                                                                                                                                                                                         1. Any Federal, state, or local                                                                                                                                                                                                                                                                                                                      International First.
Investment                                                                                                                                                                                                                                                                                                                                                                                                                       governmentagency, or instrumentality(or any politicalthereof).subdivision,                                                                                                                                                                                                                                                                             •DayUnitedAir, UPSParcelNextServiceDay Air(UPS):Saver,UPSUPSNext
The IRS will determine whether to certify                                                                                                                                                                                                                                                                                                                                                                                          2. Any organization described in                                                                                                                                                                                                                                                                                                                     2nd Day Air, UPS 2nd Day Air A.M., UPS
an applicant’s qualified investment for a                                                                                                                                                                                                                                                                                                                                                                                        section 501(c) and exempt from tax under                                                                                                                                                                                                                                                                                                               Worldwide Express Plus, and UPS
qualifying therapeutic discovery project                                                                                                                                                                                                                                                                                                                                                                                         section 501(a).                                                                                                                                                                                                                                                                                                                                        Worldwide Express.
under the qualifying therapeutic discovery                                                                                                                                                                                                                                                                                                                                                                                         3. An entity referred to in section
project program, for which an application                                                                                                                                                                                                                                                                                                                                                                                        54(j)(4), including:                                                                                                                                                                                                                                                                                                                                     The private delivery service can tell the
has been filed, only if:                                                                                                                                                                                                                                                                                                                                                                                                           a. A clean renewable energy bond                                                                                                                                                                                                                                                                                                                     applicant how to get written proof of the
       1. HHS determines that the                                                                                                                                                                                                                                                                                                                                                                                                lender,                                                                                                                                                                                                                                                                                                                                                mailing date.
applicant’s project is a qualifying                                                                                                                                                                                                                                                                                                                                                                                                b. A cooperative electric company, or
therapeutic discovery project;                                                                                                                                                                                                                                                                                                                                                                                                     c. A governmental body.                                                                                                                                                                                                                                                                                                                              Where to File

potential:applicant’s2. HHSprojectdeterminesshowsthatreasonablethe                                                                                                                                                                                                                                                                                                                                                               holderpass-through4. Anyof anpartnershipequityentity,oranyprofitsorpartnerotherinterestor otherof                                                                                                                                                                                                                                                      (betweenprivateFile Formdeliverythe8942hoursservice,by Unitedof 8ora.m.Stateshandanddeliverymail,4 p.m.
       a. To result in new therapies:                                                                                                                                                                                                                                                                                                                                                                                            which is described in (1), (2), or (3),                                                                                                                                                                                                                                                                                                                EST, Monday through Friday) to:
need, ori. To treat areas of unmet medical                                                                                                                                                                                                                                                                                                                                                                                       above.                                                                                                                                                                                                                                                                                                                                                   Internal Revenue Service
       ii. To prevent, detect, or treat chronic                                                                                                                                                                                                                                                                                                                                                                                    A partnership or other pass-through                                                                                                                                                                                                                                                                                                                    201 W. Rivercenter Blvd.
or acuteb.  Todiseasesreduce long-termand conditions;health care                                                                                                                                                                                                                                                                                                                                                                 orentityothermustholdersdetermineof anyifequityany oforitsprofitspartners                                                                                                                                                                                                                                                                                Stop 5701G
costs in the United States; or                                                                                                                                                                                                                                                                                                                                                                                                   interest is described in (1), (2), or (3),                                                                                                                                                                                                                                                                                                               Covington, KY 41011.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       -2-                                                                                                                                                                                                              Instructions for Form 8942 (June 2010)

Page 3 of 5 Instructions for Form 8942 (June 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     17:12 - 16-JUN-2010

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Who Must Sign                                                                                                                                                                                                                                                               Attached” instead of completing the entry                                                                                                                                                                                                                                                                                               investment immediately after the QTDP

••FormstatednotaAsameNote:personstampedHasIspermitted.authorized8942personinpersonalFormthewho:signaturemustapplication,8942whotoknowledgebebindsignsmustsignedorthefaxedthebeandapplicant.andsignedofattachedsignaturethedatedfactsby thebyis                              Showthelinesformatseparatesupportingspaces.arrangesupportingapplicant’stheytheasIfthemsheetsthetotalssupportmorestatementstatementsprintedinnamespaceontheusingandthesameandforms.orisattachtheandFormattachment.needed,TINordersameattachments,If8942.onthemthereaseachsizeattachEnterlast.theareand                                   ••bygrantrespecttheunderendingTheTheIftheQTDPawassectionQTDPamountapplicant’sapplicant’sbeforetomade.thegrantcredit38;investmentaofQTDPisthetaxgeneralmadewasQTDPforgrantfiguredthewillbusinessforcredittaxbeisanymade:increasedyearwithtaxallowedthatyear
Project Information Memorandum.                                                                                                                                                                                                                                                               An application is not complete if it                                                                                                                                                                                                                                                                                  carryforwards under section 39 will be
    For a corporation, the form must be                                                                                                                                                                                                                                     CAUTION!          Informationdoes not includeMemorandum.a Project                                                                                                                                                                                                                         See                                           adjustedQTDP creditto recapturethat wasthenotportionallowedofunderthe

•
treasurer,signedThe president,andassistantdatedviceby:treasurer,president,chief                                                                                                                                                                                             forProjectmoreInformationinformation.Memorandum, above,                                                                                                                                                                                                                                                                                 •sectiondeterminedThe amount38; andwithoutof theregardQTDPtograntany                                                                                                                                                           will be
accounting officer; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              reduction in the basis of any property
•   Any other corporate officer (such as tax                                                                                                                                                                                                                                Amended Application                                                                                                                                                                                                                                                                                                                     subject to depreciation because of the
officer) authorized to sign.                                                                                                                                                                                                                                                File an amended Form 8942 to:                                                                                                                                                                                                                                                                                                           QTDP credit.
    For a partnership, the form must be                                                                                                                                                                                                                                     • Correct an error on a Form 8942                                                                                                                                                                                                                                                                                                            For information generally on the
signed and dated by a general partner.                                                                                                                                                                                                                                      already filed. Check the box for an                                                                                                                                                                                                                                                                                                     recapture of the investment credit, see
For a limited liability company classified                                                                                                                                                                                                                                  amended application at the top of page 1.                                                                                                                                                                                                                                                                                               Form 4255 and the Instructions to Form
as a partnership, the form must be signed                                                                                                                                                                                                                                   Attach a statement that identifies the line                                                                                                                                                                                                                                                                                             3468.
by a member or manager who would be                                                                                                                                                                                                                                         number of each amended item, the
authorized to sign the partnership’s Form                                                                                                                                                                                                                                   corrected amount, treatment, description,
1065. For more information on who can                                                                                                                                                                                                                                       or characterization of the item, and an
sign for a partnership, see the Instructions                                                                                                                                                                                                                                explanation of the reasons for each                                                                                                                                                                                                                                                                                                     Specific Instructions
for Form 1065.                                                                                                                                                                                                                                                              change.
                                                                                                                                                                                                                                                                            • Request a QTDP grant for an applicant
    For an estate or trust, the form must                                                                                                                                                                                                                                   that requested certification of qualified                                                                                                                                                                                                                                                                                               Line 2. Taxpayer

jointsignauthorizedbe signedthefiduciaries,form.byrepresentative.theonlyfiduciary,one isIforrequiredtherean                                                                                                                         areto                                   notinvestmentfortaxsuchyear,requesttax2010forayear(s)QTDPataxQTDPyear,atgrantthecreditortimeonboth,Formforitbutfiledits89422009didits                                                                                                                                                                                                   identificationIdentificationapplicant:Enter the applicant’snumberemployerNumber(EIN) if the
    If the form is filed on behalf of the                                                                                                                                                                                                                                   application. The applicant can make a                                                                                                                                                                                                                                                                                                   •    Has an EIN;
applicant by a receiver, trustee, or                                                                                                                                                                                                                                        request for a QTDP grant by filing an                                                                                                                                                                                                                                                                                                   •    Has employees;
assignee, the fiduciary must sign the                                                                                                                                                                                                                                       amended Form 8942 requesting a QTDP                                                                                                                                                                                                                                                                                                     •    Is a corporation, partnership, trust,
form.                                                                                                                                                                                                                                                                       grant not later than the due date                                                                                                                                                                                                                                                                                                       estate, or other entity required to have an

“Paidprepareshouldsection.PaidIfthethepreparesanapplicantform,employeePreparer’sPreparerremaintheGenerally,thetheformformpaidshouldblank.ofUsemustthepreparer’sbutanyoneOnly”notAnyoneapplicantdoessigncompletearea.whoitnotspaceandwhocompleteschargeisfillthatpaidin theto•forthe(includinginvestmentreturntheapplicantapplicantamountCorrectqualifiedcertifiedQTDPforofrequestedrequestedtheextensions)thegrantactualpreviouslyinvestmentqualifiedapplicant’samountrelatescostsaainvestmentgrant.grantofreportedforpaidwasistaxqualifiedfilinglessyearandormade.If thethanincurredtheifthetointhetaxwhichwhichthe••QTDPhaveEIN;irs.gov/businesses/smallcanoneEmployerIf theIsOnline—Clickbeonelectingoranapplicantgrant.appliedFormEIN,IdentificationonSS-4,theonisfor:lineapplicanttherequiredApplication17EINNumber.to.linkTheapplytomustbutatEINforforapplyAndoesiswww.aEINnotfor
    The paid preparer must complete the                                                                                                                                                                                                                                     amount included on line 35 for which                                                                                                                                                                                                                                                                                                    issued immediately once the application
required preparer information and:                                                                                                                                                                                                                                          certification was requested, file an                                                                                                                                                                                                                                                                                                    information is validated.
•   Sign the form in the space provided for                                                                                                                                                                                                                                 amended Form 8942 within 15 days after                                                                                                                                                                                                                                                                                                  •    By telephone at 1-800-829-4933.
the preparer’s signature.                                                                                                                                                                                                                                                   the close of the applicant’s tax year to                                                                                                                                                                                                                                                                                                •    By mailing or faxing Form SS-4.
•   Give a copy of the form to the                                                                                                                                                                                                                                          show the actual costs paid or incurred for                                                                                                                                                                                                                                                                                               The applicant must have received an EIN
applicant.                                                                                                                                                                                                                                                                  qualified investment. In addition, if the                                                                                                                                                                                                                                                                                               by the time Form 8942 is filed in order for
                                                                                                                                                                                                                                                                            applicant completed column (a) and the                                                                                                                                                                                                                                                                                                  the form to be processed. For more
Assembling the                                                                                                                                                                                                                                                              amount of actual costs paid or incurred as                                                                                                                                                                                                                                                                                              information about EINs, see Publication
Application                                                                                                                                                                                                                                                                 of September 30, 2010, for qualifiedinvestment is less than the amount shown                                                                                                                                                                                                                                                            1635.
To ensure that the application is correctly                                                                                                                                                                                                                                 on line 34, column (a) of the Form 8942                                                                                                                                                                                                                                                                                                                               For the IRS to pay a QTDP grant,
processed, attach all documents and                                                                                                                                                                                                                                         filed, file an amended Form 8942 by                                                                                                                                                                                                                                                                                                     CAUTION!                      an application for a QTDP grant
other forms in the following order.                                                                                                                                                                                                                                         October 15, 2010, to show the actual                                                                                                                                                                                                                                                                                                                                  must include the applicant’s EIN.
    1. Form 8942.                                                                                                                                                                                                                                                           costs for that period.
    2. Form 2848, Power of Attorney and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             Lines 3 and 4
Declaration of Representative. See the                                                                                                                                                                                                                                      Recapture                                                                                                                                                                                                                                                                                                                               Enter the address of the location of the
instructions to line 13.                                                                                                                                                                                                                                                    If the project ceases to be a qualified                                                                                                                                                                                                                                                                                                 applicant’s principal place of business.
    3. Project Information Memorandum.                                                                                                                                                                                                                                      therapeutic discovery project, the                                                                                                                                                                                                                                                                                                      Include the suite, room, or other unit
    4. Consent to Public Disclosure of                                                                                                                                                                                                                                      applicant may need to recapture the                                                                                                                                                                                                                                                                                                     number after the street address. For
Certain Qualifying Therapeutic Discovery                                                                                                                                                                                                                                    amount of the QTDP credit or grant.                                                                                                                                                                                                                                                                                                     purposes of Form 8942, a P.O. box
Project Program Application Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             number is not a valid street address.
(if the applicant elects to consent to                                                                                                                                                                                                                                        If the amount of the QTDP grant

certain10.02 andlimitedAppendixdisclosure).B in NoticeSee section2010-45.                                                                                                                                                                                                   QTDPexceedsrecapturedgrant,theasamounttheif theexcessinvestmentallowablemust beasto awhich                                                                                                                                                                                                                                              CheckLinethe7                                      box that applies.
    Complete every applicable entry space                                                                                                                                                                                                                                   the excess portion of the QTDP grant                                                                                                                                                                                                                                                                                                         An affiliated group is one or more
on Form 8942. Do not enter “See                                                                                                                                                                                                                                             related had ceased to be a qualified                                                                                                                                                                                                                                                                                                    chains of includible corporations (section
Instructions for Form 8942 (June 2010)                                                                                                                                                                                                                                                                                                                                                          -3-

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1504(a)) connected through stock                                                                                                                                                                                      • A controlled group of corporations                                                                                                                     Note.      For this purpose, both actual
ownership with a common parent                                                                                                                                                                                        (defined in section 52(a)). For the                                                                                                                      employees of the applicant and leased
corporation. The common parent must be                                                                                                                                                                                definition of a controlled group of                                                                                                                      employees may be included.
an includible corporation and the following                                                                                                                                                                           corporations, see Eligible Taxpayer,
requirements must be met.                                                                                                                                                                                             earlier.                                                                                                                                                 Lines 26 and 27
   1. The common parent must own                                                                                                                                                                                      • A group of trades or businesses under                                                                                                                  The applicant can attach a statement, not
directly stock that represents at least 80%                                                                                                                                                                           common control (defined in section                                                                                                                       to exceed 250 words, supporting line 26
of the total voting power and at least 80%                                                                                                                                                                            52(b)).                                                                                                                                                  and a statement, not to exceed 250
of the total value of the stock of at least                                                                                                                                                                           • An affiliated service group (defined in                                                                                                                words, supporting line 27.
one of the other includible corporations.                                                                                                                                                                             section 414(m)).
of the2. Stocktotal votingthat representspower andatatleastleast80%80%                                                                                                                                                address,Attach a statementand EIN oflistingeachtheof thename,other                                                                                       Part III. Qualified
of the total value of the stock of each of                                                                                                                                                                            members.                                                                                                                                                 Investment
the other corporations (except for the                                                                                                                                                                                  For purposes of this section, the term                                                                                                                 Enter on lines 28 through 33 the amount
common parent) must be owned directly                                                                                                                                                                                 employee includes both full-time and                                                                                                                     of qualified investment in each listed
by one or more of the other includible                                                                                                                                                                                part-time employees but does not include                                                                                                                 category. Qualified investments may
corporations.                                                                                                                                                                                                         leased employees.                                                                                                                                        include expenses for wages, supplies and
                                                                                                                                                                                                                                                                                                                                                                               lab costs, depreciable property, contractor
   For this purpose, the term “stock”                                                                                                                                                                                 Line 17                                                                                                                                                  costs, and any other costs that would be

and(a)(c)corporategenerallyandisisliquidationdoeslimitednonvoting,doesnotgrowth,andparticipaterightsnot(b)preferredandincludeisthatnonconvertible,(d)significantlydohasasanynottoredemptionstockdividendsexceedthatin both.Otherwise,QTDPQTDPCompleteIfgrantgrant,thelineapplicantskipforcomplete17taxtotolineyearelectelects20.lines2009,totoapply18apply2010,andfor19.fororaainvestment2009applicationconsidered(a)QTDPandtaxgrantscolumnsyearisforpartfiledforendstheof(b)taxmustproject.theafterandyearqualifiedcomplete(c),the2009Applicantsasdatewhosecolumnthefor
the issue price of the stock (except for a                                                                                                                                                                                             If the applicant is filing multiple                                                                                                     applicable. All other applicants, complete
reasonable redemption or liquidation                                                                                                                                                                                  CAUTION!         applications, the elections made                                                                                                        only columns (b) and (c), as applicable.
premium). See section 1504(a)(4). See                                                                                                                                                                                                  on all of the applications must be                                                                                                         Qualified investments do not include
section 1563(d)(1) for the definition of                                                                                                                                                                              consistent. See Consistency requirement,                                                                                                                 amounts paid or incurred to another
stock for purposes of determining stock                                                                                                                                                                               above.                                                                                                                                                   person for research services relating to
ownership.                                                                                                                                                                                                                                                                                                                                                                     the project if the research services were
                                                                                                                                                                                                                      Line 18                                                                                                                                                  not performed on behalf of the applicant.
Lines 9 through 12                                                                                                                                                                                                    Enter the applicant’s unique nine-digit                                                                                                                     If the applicant is filing applications for
Enter the name, address, and EIN of the                                                                                                                                                                               Data Universal Numbering System                                                                                                                          multiple projects, qualified investment
common parent. See the instructions for                                                                                                                                                                               (D-U-N-S) number from Dun and                                                                                                                            included for any project on any one Form
Lines 3 and 4 for entering address                                                                                                                                                                                    Bradstreet. If the applicant does not                                                                                                                    8942 cannot include amounts included in
information.                                                                                                                                                                                                          already have a D-U-N-S number, it may                                                                                                                    qualified investment for any other project
                                                                                                                                                                                                                      request one at no cost by calling the                                                                                                                    on any other Form 8942. Qualified
Line 13                                                                                                                                                                                                               dedicated toll-free D-U-N-S number                                                                                                                       investments related to multiple projects,
Enter the name and address of the                                                                                                                                                                                     request line at 1-866-705-5711.                                                                                                                          must be allocated between the projects
contact person. See the instructions for                                                                                                                                                                              Information on obtaining a D-U-N-S                                                                                                                       using a reasonable method.
Lines 3 and 4 for entering address                                                                                                                                                                                    number may be obtained at www.grants.                                                                                                                    Column (a).                                             Enter in column (a) of each
information.                                                                                                                                                                                                          gov/applicants/org_step1.jsp.                                                                                                                            line qualified investment that is the sum
   The contact person is the person the                                                                                                                                                                                                                                                                                                                                        of:
IRS or HHS may contact if there is an                                                                                                                                                                                 Line 19                                                                                                                                                  • Qualified investment actually paid or
issue with the application. If the contact                                                                                                                                                                            Entities referred to in section 54(j)(4) are                                                                                                             incurred as of the date the application is
person does not have legal authority to                                                                                                                                                                               the following.                                                                                                                                           filed; and
bind the applicant, the applicant must                                                                                                                                                                                • Cooperative electric company. This is a                                                                                                                • Qualified investment projected to be
attach to Form 8942 a properly executed                                                                                                                                                                               mutual or cooperative electric company                                                                                                                   paid or incurred between the date the
Form 2848. On Form 2848, line 3, enter                                                                                                                                                                                described in section 501(c)(12) or                                                                                                                       application is filed and the earlier of the
“Section 9023 of the Affordable Care Act”                                                                                                                                                                             1381(a)(2)(C), or a not-for-profit electric                                                                                                              end of the 2009 tax year or September
as the type of tax. Leave the entry spaces                                                                                                                                                                            utility that has received a loan or loan                                                                                                                 30, 2010.
for Tax Form Number and for Year(s) or                                                                                                                                                                                guarantee under the Rural Electrification                                                                                                                Column (b).                                             Enter the total amount paid
Period(s) blank. Check the box on line 4.                                                                                                                                                                             Act.                                                                                                                                                     or incurred (including the amount
                                                                                                                                                                                                                      • Clean renewable energy bond lender.                                                                                                                    projected to be paid or incurred) for the

OnLineline1414a, enter the name of the                                                                                                                                                                                loanswhichThis isto,isaownedlender100 orthatby,moreoriscooperativehasa cooperativeoutstandingelectric                                                    2009throughtaxlineyear33.for each cost on line 28
project. If the applicant is filing                                                                                                                                                                                   companies and is in existence on                                                                                                                         Column (c).                                             Enter the total amount paid
applications for more than one project,                                                                                                                                                                               February 1, 2002, and including any                                                                                                                      or incurred (including the amount
select names for the different projects that                                                                                                                                                                          affiliated entity which is controlled by such                                                                                                            projected to be paid or incurred) for the
are readily distinguishable from each                                                                                                                                                                                 lender.                                                                                                                                                  2010 tax year for each cost on line 28
other.                                                                                                                                                                                                                • Governmental body. This is any state,                                                                                                                  through line 33.
   On line 14b, enter a brief description of                                                                                                                                                                          territory, possession of the United States,                                                                                                              Line 31
the project. Limit the description to 50                                                                                                                                                                              the District of Columbia, Indian tribal                                                                                                                  Qualified investment derived from
words or fewer.                                                                                                                                                                                                       government, and any political subdivision                                                                                                                third-party contractors only includes
                                                                                                                                                                                                                      thereof.                                                                                                                                                 amounts paid or incurred on behalf of the
Lines 15 and 16                                                                                                                                                                                                                                                                                                                                                                applicant pursuant to an agreement that
Enter the number of employees in all                                                                                                                                                                                  Line 21                                                                                                                                                  is entered into prior to the performance of
businesses of the applicant on the date                                                                                                                                                                               Enter the number of full-time and                                                                                                                        the research services relating to the
the application is filed. In determining the                                                                                                                                                                          part-time employees in the United States                                                                                                                 project and the agreement required that
number of employees, include the                                                                                                                                                                                      whose work is directly billed to the project                                                                                                             the research services be performed on
employees of all members of the following                                                                                                                                                                             and the average salaries of the                                                                                                                          behalf of the applicant. If research
that the applicant is a member of.                                                                                                                                                                                    employees in each category.                                                                                                                              services are not performed on behalf of
                                                                                                                                                                                                                                                                                    -4-                                                                                        Instructions for Form 8942 (June 2010)

Page 5 of 5 Instructions for Form 8942 (June 2010)                                                                                                                                                                                                            17:12 - 16-JUN-2010

The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.

the applicant, then the applicant cannot                                                              identifying numbers on the form . You are                                                                                               subject to the Paperwork Reduction Act
include costs relating to those services in                                                           required to provide the information                                                                                                     unless the form displays a valid OMB
the qualified investment.                                                                             requested on this form if you wish to                                                                                                   control number. Books or records relating
                                                                                                      apply for certification of qualified                                                                                                    to a form or its instructions must be
Line 33                                                                                               investments for purposes of the                                                                                                         retained as long as their contents may
Enter the amount of qualified investment                                                              Qualifying Therapeutic Discovery Project                                                                                                become material in the administration of
derived from depreciable property that is                                                             Program. We need it to determine                                                                                                        any Internal Revenue law. Generally, tax
attributable to qualified progress                                                                    whether your investments meet the                                                                                                       returns and return information are
expenditures.                                                                                         requirements for certification. If you do                                                                                               confidential, as required by section 6103.
                                                                                                      not provide this information, we may be                                                                                                 The time needed to complete and file
Project Information                                                                                   unable to process your certification                                                                                                    this form will vary depending on individual

MemorandumAttachMemoranduma completedto FormProject8942.Information                                   Federalinformationrequest.We mayagenciesProvidingdisclosemay subjectthisasfalseauthorizedinformationoryoufraudulentto penalties.bytolaw,below:circumstances.taxpayers who fileThethisestimatedform is shownburden for
The Project Information Memorandum                                                                    including to the Department of Health and                                                                                               Recordkeeping                     ........... .               8 hrs., 36
form is available at http://grants.nih.gov/                                                           Human Services to obtain information                                                                                                                                                                              min.

informationSeegrants/funding/QTDP_PIM/index.htmNotice 2010-45on the Projectfor additionalInformation. regardinggrantcivil orandcriminalyourto theeligibilitylitigation.DepartmentforWethisofmayJusticecreditdiscloseorfor                     formLearning...................about the. law or the          1 hr.,min.03
Memorandum.                                                                                           this information to cities, states, the                                                                                                 Preparing and sending the form                                2 hrs., 26
                                                                                                      District of Columbia, and U.S.                                                                                                          to the IRS      ............... .                                         min.
Privacy Act and Paperwork Reduction                                                                   commonwealths and territories for use in
Act Notice.          We ask for the information                                                       administering their tax laws. We may also                                                                                               If you have comments concerning the
on these forms to carry out the Internal                                                              disclose this information to other                                                                                                      accuracy of these time estimates or
Revenue laws of the United States. We                                                                 countries under a tax treaty, to Federal                                                                                                suggestions for making this form simpler,
need it to ensure that you are complying                                                              and state agencies to enforce Federal                                                                                                   we would be happy to hear from you. See
with these laws and to allow us to figure                                                             nontax criminal laws, or to Federal law                                                                                                 the instructions for the tax return with
and collect the right amount of tax. Our                                                              enforcement and intelligence agencies to                                                                                                which this form is filed.
authority to ask for the information on this                                                          combat terrorism.
form is Internal Revenue Code section
48D. Section 6109 requires applicants                                                                 You are not required to provide the
and return preparers to provide their                                                                 information requested on a form that is

Instructions for Form 8942 (June 2010)                                                                                                                             -5-