DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

OTHER TRANSACTION
AUTHORITY FOR PROTOTYPE
AGREEMENTBETWEEN
Inovio Pharmaceuticals, Inc. (Awardee)
660 W Germantown Pike Ste 110
Plymouth Meeting, PA, 19462-1111
And
NATICK CONTRACTING DIVISION (Government)
110 Thomas
Johnson Dr.
Frederick, MD
21702
Effective Date: 22 June 2020
Agreement No.: W911QY-20-9-0016
Total Amount of the Agreement: (b) (4)(b) (6)(b) (6)(b)(6)

Signature

Signature(b) (6)(b) (6)

Printed Name

Printed Name_____________CEO

Agreements Officer

Title

Title

6/22/2020

22 Jun 2020

Date

Date

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

This Other Transaction Authority for Prototype Agreement is entered into between the United Statesof America, hereinafter called the “Government”, pursuant to and under U.S. Federal law, andInovio Pharmaceuticals, Inc. a small business, non-traditional defense contractor, hereinafter called
the “Awardee”. The United States of America and Awardee are sometimes referred to herein
individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Awardee is eligible for an Other Transaction Authority for Prototype Agreement inaccordance with 10 USC § 2371b(d)(1)(A) as amended by the National Defense Authorization Act
for Fiscal Year 2018 as they are non-traditional defense contractor;
WHEREAS, in accordance with 10 U.S.C. 2371b, The Department of Defense currently has
authority to award “other transactions” (OTs) in certain circumstances for prototype projects that are
directly relevant to enhancing the mission effectiveness of military personnel and the supporting
platforms, systems, components, or materials proposed to be acquired or developed by the
Department of Defense, or to improvement of platforms, systems, components, or materials in use
by the Armed Forces. To the maximum extent practicable, competitive procedures shall be used
when entering into agreements to carry out projects under subsection (a);WHEREAS, the parties are developing a prototype only for use with Inovio's approved products andunder Inovio’s regulatory filings, whereby such protoype can generally be described as a proof ofconcept, model, reverse engineering to address obsolescence, pilot, novel application of commercial
technologies for defense purposes, agile development activity, creation, design, development,
demonstration of technical or operational utility, or combinations of the foregoing;
WHEREAS, this Agreement meets the criteria for a prototype project;
NOW THEREFORE, the Parties have agreed as follows:
ARTICLE 1. Scope.

This Other Transaction Authority for Prototypes Agreement (the “Agreement”) is enteredinto between the Government and the Awardee on the Effective Date set forth above. For
the avoidance of doubt, this Agreement is entered into pursuant to 10 U.S.C.
§ 2371b and is not a procurement contract governed by the Federal Acquisition Regulation (FAR), a
grant, or cooperative agreement. The FAR and the Defense Federal Acquisition Regulation
Supplement (DFARS) apply only as specifically referenced herein. This Agreement is not intended
to be, nor will it be construed as, forming, by implication or otherwise, a partnership, a corporation,or other business organization. This Agreement is not subject to the Bayh-Dole Act, 35 U.S.C. §§200- 12.

B. The Parties agree that the sole purpose of this Agreement is for the development of an
FDA approved next generation electroporation device and array for DNA Vaccine deliveryof INO-4800 against COVID-19, with demonstrated capability to be produced at a large
scale, as well as full automation for production of the device arrays, (hereinafter referred toas the "Prototype Project"). The Awardee shall develop the Prototype as described in theAwardee’s Statement of Work (SOW), which is incorporated herein and attached hereto as
Appendix A. For purposes of clarity, this Agreement does not contemplate Government useof the Prototype while it is an investigational device. Any subsequent Government purchaseof the Prototype or the FDA-cleared device, including a follow-on contracting action under
10 USC 2371b(f), shall specify the terms of Government use, which shall be conductedDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

under Inovio’s regulatory filings or under the terms of the FDA’s clearance and consistent
with the product labeling. No further use is permitted without Inovio’s explicit prior writtenconsent, whereby any such permitted use shall be negotiated by the parties and subject to afuture agreement.
C. The prototype will be deemed successful where the Awardee’s efforts meet the key
technical requirements and are sufficient to meet an FDA compliant final report(s) that
supports the completion of a human clinical trial(s). Follow on production pursuant to 10, which the Parties agree to
USC 2371b is anticipated to be (b) (4)negotiate such terms in good faith pursuant to a separate agreement.
ARTICLE 2. Term and Termination.

A. Term: The Term of this Agreement commences upon the Effective Date and extends
through final payment. This Agreement is anticipated to end (b) (4), subject to completion of the project(s). A transaction for a prototype
project is complete upon the written determination of the appropriate official for thematter in question that efforts conducted under a Prototype OT: (1) met the key technicalgoals of a project, or (2) accomplished a particularly favorable or unexpected result thatjustifies the completion of the prototype.
B. Termination for Convenience: The Government may terminate this Agreement for any
or no reason by providing at least thirty (30) calendar days’ prior written notice to theAwardee. The Government and Awardee will negotiate in good faith a reasonable andtimely adjustment of all outstanding issues between the Parties as a result of terminationby the Government for convenience, consistent with the terms of this Agreement.
C. Termination for Cause: If the Awardee materially fails to comply with the provisionsof this Agreement, the Other Transaction Agreement Officer (OTAO), after issuance of acure notice and failure of the Awardee to cure the defect within ten (10) business days or
the time allowed by the OTAO after Awardee’s receipt of the cure notice, whichever islonger, may take one or more of the following actions as appropriate:
i. temporarily withhold payments pending correction of the deficiency,
ii. disallow all or part of the cost of the activity or action not in compliance,iii. wholly or partly suspend or terminate this Agreement,
iv. withhold further funding,v. require Awardee to pay repurchase costs as defined in Article 2C1, Repurchase
Against vi. Contractors Account, orvi. take any other legally available remedies.
1. Repurchase Against Contractors Account.
a. When the Prototype is still required after termination, the AO shall repurchase the same or asimilar prototype against the Contractor’s account as soon as practicable. The AO shallrepurchase at as reasonable a price as practicable, considering the quality and delivery
requirements. The AO may repurchase a quantity in excess of the undelivered quantity terminatedfor cause when the excess quantity is needed, but excess cost may not be charged against theDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Contractor for more than the undelivered quantity terminated for cause (including variations inquantity). The AO will make a decision whether or not to repurchase before issuing thetermination notice.
If repurchase is made at a price over the price of the Prototype terminated, the AO shall, after
completion and final payment of the repurchase contract or agreement, make written demand on
the Contractor for the total amount of the excess, giving consideration to any increases ordecreases in other costs such as transportation, discounts, etc. If the Contractor fails to makepayment, the AO shall follow the procedures in FAR subpart 32.6 for collecting contract debts
due the Government.
b. If this Agreement is terminated for Cause, Awardee will grant the Government a nonexclusive, paid up, license to the Awardee and subawardee patents and documentation necessary
for the purpose of developing the Prototype solely for use with the INO-4800 product for
COVID-19 and shall only be conducted under Inovio’s regulatory filings and solely for the
pandemic period as applicable in the United States. No further use is permitted without Inovio’s
explicit prior written consent, whereby any such permitted use shall be negotiated by the parties
and subject to a future agreement. The Awardee shall provide the Government or its designee
with a non-exclusive, paid up, license to any patent, copyright, technical data or regulatory
information held by the Awardee that relates to the technology to permit the Government topursue commercialization of the technology with a third party solely for use with the INO-4800
product for COVID-19 and shall only be conducted under Inovio’s regulatory filings and solely
for the pandemic period as applicable in the United States. No further use is permitted without
Inovio’s explicit prior written consent, whereby any such permitted use shall be negotiated by theparties and subject to a future agreement, on terms to be agreed between the Parties and subject torights granted or held by third parties. The terms of this section and the obligations herein will be
included in any exclusive license given by the Awardee to a third party for any intellectual
property covered by this Agreement, on terms to be agreed between Awardee and such third
party. This clause will survive the acquisition or merger of the Awardee by or with a third party.

Notwithstanding this Article 2.C, the Government's rights and Awardee's obligations
under this paragraph will cease to exist if the Government terminates this Agreement
for any reason other than for Awardee's failure to materially comply with the termsof this Agreement.
D. Survival: In the event of Termination, all rights, obligations, and duties
hereunder, which by their nature or by their express terms extend beyond
the expiration or termination of this Agreement, including but not limited
to warranties, indemnifications, intellectual property (including rights toand protection of Intellectual Property and Proprietary Information), andproduct support obligations shall survive the expiration or termination ofthis Agreement.
ARTICLE 3. Project Management.
A. Program Governance: The Awardee is responsible for the overallmanagement of the project development program and related program
decisions. The Government will have continuous involvement with theAwardee. The Awardee shall provide access to project results inaccordance with the Awardee’s Project Timeline located in Appendix A.

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

B. Project Managers: The Awardee and the Government will each
designate a Project Manager responsible for facilitating thecommunications, reporting, and meetings between the Parties. Each Party
will also designate an alternate to the Project Manager, in case the primary
Project Manager is unavailable. See Project Manager/Alternate ProjectManager point of contact information for each respective party below:

Awardee ProjectManagers
Primary Project Manager:

Alternate Project Manager:(b) (6)

Primary Project Manager:

Government ProjectManagers (GPM)
Alternate Project Manager:(b) (6)

C. Key Personnel: The Awardee's organization shall be established withauthority to effectively develop the Prototype. This organization shallbecome effective upon execution of this Agreement and its integrity shallbe maintained until completion or acceptance of the effort by theGovernment. The key personnel listed in Appendix C are considered to be
critical to the successful performance of this Agreement. Prior to replacingthese key personnel, the Awardee shall provide written notification to the
OTAO. The Awardee shall demonstrate that the qualifications of the
proposed substitute personnel are generally equivalent to or better than thequalifications of the personnel being replaced.
D. Subaward Approval: Modifications to subawards and/or new
subcontracts under this Agreement after the Effective Date that could
reasonably impact the technical approach proposed and accepted by theGovernment require the approval of the OTAO prior to being executed.
E. The OTAO has assigned an Agreements Officer’s Representative(AOR) for this agreement. The Awardee will receive a copy of the written
designation outlining the roles and responsibilities of the AOR andspecifying the extent of the AOR’s authority to act on behalf of the
OTAO. The AOR is not authorized to make any commitments or changes
that will affect price, quality, quantity, delivery, or any other term orDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

condition of the contract.
ARTICLE 4. Agreement Administration.
In no event shall any understanding or agreement, modification, changeorder, or other matter in deviation from the terms of this Agreement
between the Awardee and a person other than the OTAO be effective orbinding upon the Government. All such actions must be formalized by aproper contractual document executed by the OTAO.
Government Representatives:
Other Transaction Agreements Officer(OTAO) (b) (6)ACC-APG-Fort
Detrick 110
Thomas Johnson
Dr. Frederick, MD
21702(b) (6)(b) (6)
Other Transaction Agreement Specialist((b) (6)ACC-APG-Fort
etrick 110
Thomas Johnson
Dr. Frederick, MD
21702(b) (6)(b) (6)
Agreements Officer’s Representative(b) (6)

JPM-CBRND-EB
110 Thomas
Johnson Dr.
Frederick, MD
21702(b) (6)

Awardee Representatives:(b) (6)

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17(b) (6)ARTICLE 5. Performance Objectives and Changes.
A. Statement of Work (SOW): The SOW, Appendix A, describes thescope of activities that will be undertaken by the Awardee to achieve theobjective.
B. Recommendations for Modifications: At any time during the term of
this Agreement, progress or results may indicate that a change in the
SOW would be beneficial to the project objectives. Recommendations
for modifications, including justifications to support any changes to the
SOW, will be documented in a letter and submitted by Awardee to the
GPM with a copy to the OTAO. This letter will detail the technical,
chronological and financial impact, if any, of the proposed modification
to the project. Any resultant modification is subject to the mutual
agreement of the Parties. The Government is not obligated to pay for
additional or revised costs unless and until this Agreement is formallyrevised by the OTAO and made part of this Agreement. Any
modification to this Agreement to account for recommended changes in
the SOW or Payable Milestones will be considered a supplemental
agreement.
C. Review of Recommendations: The OTAO will be responsible for thereview and verification of any recommendations to revise or otherwise
modify the Agreement, the SOW, the milestone payments, or otherproposed changes to the terms and conditions of this Agreement.
D. Minor Modifications: The Government may make minor or
administrative Agreement modifications unilaterally (e.g., changes in thepaying office or appropriation data, changes to Awardee personnel
proposed by Awardee, etc.).
E. Amending the Agreement: The Government will be responsible for
effecting all modifications to this Agreement, with the concurrence of
the Awardee for modifications that are not minor or administrative.
Administrative and material matters under this Agreement will bereferred to OTAO.

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F. Modification Communications: No other communications, whether
oral or in writing, that purport to change this Agreement are valid.
G. Government Property: If applicable, terms and conditions applicable toGovernment Property shall be incorporated through Appendix D.
E. Disputes: For any disagreement, claim, or dispute arising under thisAgreement, the parties shall communicate with one another in good faithand in a timely and cooperative manner. Whenever disputes,
disagreements, or misunderstandings arise, the parties shall attempt toresolve the issue by discussion and mutual agreement as soon aspracticable. Failing resolution by mutual agreement, the aggrieved party
shall request a resolution in writing from the OTAO. The OTAO will
review the matter and render a decision in writing within sixty (60)calendar days. Thereafter, either party may pursue any right or remedy
provided by law in a court of competent jurisdiction as authorized by 28
U.S.C. 1491. Alternately, the parties may agree by mutual consent to
explore and establish and Alternate Disputes Resolution procedure to
resolve this dispute. The Awardee shall proceed diligently withperformance under this agreement pending resolution of the dispute.
ARTICLE 6. Inspection/Acceptance
A. Inspection: The Government has the right to inspect and test all work called
for by this Agreement, to the extent practicable at all places and times,
including the period of performance, and in any event before acceptance. The
Government may also inspect the premises of the Awardee or any subawardee
engaged in performance. The Government shall perform inspections and tests
in a manner that will not unduly delay the work. If the Government performs
any inspection or test on the premises of the Awardee or a subawardee, theAwardee shall furnish and shall require subawardees to furnish, at no increasein price, all reasonable facilities and assistance for the safe and convenient
performance of these duties. Except as otherwise provided in the Agreement,
the Government shall bear the expense of Government inspections or tests
made at other than the Awardee’s or subawardee’s premises.
B. The Government shall inspect/accept or reject the work as promptly aspracticable after completion/delivery, unless otherwise specified in theAgreement. Government failure to inspect and accept or reject the work shallnot relieve the Awardee from responsibility, nor impose liability on the
Government, for nonconforming work. Work is nonconforming when it isdefective in material or workmanship or is otherwise not in conformity with
Agreement requirements. The Government has the right to rejectnonconforming work. Inspection/Acceptance of the Prototype performed
should not exceed 90 days after completion

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ARTICLE 7. Financial Matters
A. This Agreement is an expenditure type Other Transaction Authority
agreement. The payments provided under this Agreement are intended tocompensate the Awardee on a cost basis for performance under thisAgreement. The Awardee shall provide its best efforts to complete a
prototype project based on the estimated cost. Payments are based onamounts generated from the Awardee’s financial or cost records.
B. Payment. Payments are based on amounts generated from theAwardee’s financial or cost records. The Awardee shall be reimbursed
for each element identified in the awarded cost proposal, executed andaccomplished in accordance with the performance schedule set forth inAppendix B. The schedule is predicated upon the Government's fiscal
year, which begins on October 1 of each year, and ends on September 30of the subsequent calendar year.
C. Obligation. Under no circumstances shall the Government's financial
obligation exceed the amount obligated in this Agreement or byamendment to the Agreement. The amount of Government funds
obligated by this Agreement and available for payment is set forth in the
supplemental PD2 version of the agreement, and any subsequent modifications.
The Government may incrementally fund this agreement.

D. The Government is not obligated to provide payment to the Awardee
for amounts in excess of the amount of obligated funds allotted by theGovernment.
E. The Government shall pay the Awardee, upon submission of proper
invoices, the costs stipulated in this Agreement for work delivered orrendered and accepted, less any deductions provided in this Agreement.
Unless otherwise specified, payment shall be made upon acceptance ofany portion of the work delivered or rendered for which a price isseparately stated in the Agreement. Payments will be made within thirty(30) calendar days of receipt of a request for payment.
F. Prior written approval by the OTAO, or the AOR, is required for all
travel directly and identifiably funded by the Government under thisagreement. The Awardee shall present to the OTAO or AOR, an
itinerary for each planned trip, showing the name of the traveler,
purpose of the trip, origin/destination, dates of travel, and estimated cost
broken down by line item as far in advanced of the proposed travel as
possible, but no less than two weeks before travel is planned tocommence. In the event that emergency travel is required (e.g. in theevent of an outbreak) that would make two weeks’ notice impractical,
travel requests may be submitted to the Government for an expedited

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review. Emergency travel requests shall be labelled as such and shall
include a brief summary of the emergency situation and rationale for
expedited review.
G. WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)
1. Definitions. As used in this clause-Department of Defense Activity Address Code (DoDAAC) is a six
position code that uniquely identifies a unit, activity, or organization.
Document type means the type of payment request or receiving
report available for creation in Wide Area WorkFlow (WAWF).
Local processing office (LPO) is the office responsible for payment
certification when payment certification is done external to theentitlement system.
2. Electronic invoicing. The WAWF system is the method toelectronically process vendor payment requests and receiving reports, as
authorized by DFARS 252.232- 7003, Electronic Submission ofPayment Requests and Receiving Reports.
3. WAWF access. To access WAWF, the Awardee shall (i) have adesignated electronic business point of contact in the System forAward Management at https://www.acquisition.gov; and (ii) be
registered to use WAWF at https://wawf.eb.mil/ following thestep-by-step procedures for self-registration available at thiswebsite.
4. WAWF training. The Awardee should follow the training instructionsof the WAWF Web-Based Training Course and use the PracticeTraining Site before submitting payment requests through WAWF. Bothcan be accessed by selecting the "Web Based Training" link on the
WAWF home page at https://wawf.eb.mil/.
5. WAWF methods of document submission. Document submissions
may be via Web entry, Electronic Data Interchange, or File Transfer
Protocol.
6. WAWF payment instructions. The Awardee must use the following
information when submitting payment requests and receiving reports in
WAWF for this Agreement:
i. Document type. The Awardee shall use the following document type:
VoucherDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

ii. Inspection/acceptance location. The Awardee shall select thefollowing inspection/acceptance location(s) in WAWF, as specified by
the contracting officer.
iii. Document routing. The Awardee shall use the information in the
Routing Data Table below only to fill in applicable fields in WAWF
when creating payment requests and receiving reports in the system.
Routing Data Table
Field Name in WAWF
Pay Official DoDAAC
Issue By DoDAAC
Admin DoDAAC
Inspect By DoDAAC

Data to be entered in
WAWF
HQ0490
W911QY
W911QYW56XNH

7. Payment request and supporting documentation. The Awardee
shall ensure a payment request includes appropriate contract line
item and subline item descriptions of the work performed or
supplies delivered, costs, fee (if applicable), and all relevant back-up
documentation in support of each payment request.

8. WAWF email notifications. The Awardee shall enter the email
address identified below in the "Send Additional Email Notifications"field of WAWF once a document is submitted in the system.

(b) (6)(b) (6)
9. WAWF point of contact.
The Awardee may obtain clarification regarding invoicing in WAWF
from the following contracting activity's WAWF point of contact.
For technical WAWF help, contact the WAWF helpdesk at
866-618-5988.
(End of Clause)DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

H. Comptroller General Access to Records: To the extent that the total
Government payments under this Agreement exceed $5,000,000, theComptroller General, at its discretion, shall have access to and the right toexamine records of any Party to the Agreement or any entity thatparticipates in the performance of this Agreement that directly pertain to,and involve transactions relating to, the Agreement for a period of three(3) years after final payment is made. This requirement shall not apply
with respect to any Party to this Agreement or any entity that participatesin the performance of the Agreement, or any subordinate element of such
Party or entity, that has not entered into any other agreement (contract,
grant, cooperative agreement, or “other transaction”) that provides foraudit access by a government entity in the year prior to the date of thisAgreement. This paragraph only applies to any record that is created or
maintained in the ordinary course of business or pursuant to a provision oflaw. The terms of this paragraph shall be included in all sub-agreements to
the Agreement other than sub-agreements with a component of the U.S.
Government. The Comptroller General may not examine records pursuant
to a clause included in an agreement more than three years after the final
payment is made by the United States under the agreement.

ARTICLE 8. Report and Data Requirements

A. Weekly Teleconferences and Communication
Awardee shall conduct weekly teleconferences with the Government
throughout the performance of the Agreement to discuss tasks accomplishedand direction for the upcoming tasks. The Government anticipates reducing theteleconferences once enrollment executes and again after completion of thetrial. Awardee shall provide agendas and read-ahead material as required twodays prior to the meetings and shall provide minutes of each meeting to theGovernment. Awardee shall include key subcontractors as attendees at theseteleconferences when applicable. The Awardee shall provide meeting minutes
within (b) (4)after each formal scheduled
meeting/teleconference conducted with JPEO EB.

B. Quarterly Progress Reports
The Awardee shall submit a Quarterly Progress report within (b) (4)after the end of each quarter of performance. The Quarterly
Progress report shall contain the technical progress made during the previous
quarter and the updated resource loaded Integrated Master Schedule (IMS) in
Microsoft Project format. The schedule update shall include the explanation for
any changes in the schedule, and drivers for the changes, as applicable. The
report should also address any concerns that would impact the performance,schedule, or cost planned for the effort. The Awardee shall report risk matrix

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format to include risk mitigation strategies. Note: Any identified changes
require formal notification to the OTAO in accordance with the Agreement
provisions.
In addition, the Quarterly Progress Report shall contain regular status updatesof all Intellectual Property (IP) license(s) related to the effort to ensure that all
license(s) are in good standing as the project progresses. In the event of any
change in IP license(s) status or potentially imminent change in status, theAwardee shall immediately contact the OTA and GPM in writing.
The Government will have (b) (4)to respond to the report withany comments and the Awardee will have an additional (b) (4)to revise the deliverable or respond to those comments.

C. Quarterly Financial Status Report
The Awardee shall submit a Quarterly Financial Status Report no later thanafter the end of each quarter of performance. The
Government will have(b) (4)to respond to the report with any comments and theAwardee will have an additional (b) (4)to revise thedeliverable or respond to those comments. Reports will cover work performed
every three (3) months for the duration of the Period of Performance (PoP).

(b) (4)

In addition, the Quarterly Financial Status Report shall include quarterly
expenditure forecasts with both the quarterly planned accrual and thecumulative total. Expenditure forecast submissions shall include analysis of thecost drivers for Estimate to Complete changes, if any, from the previous
projection. The Awardee shall provide all submissions in Excel format,
including all formulas.

D. Expenditure Forecasts
The Awardee shall submit the first expenditure forecast within thirty (30)
calendar days after receiving the project award. An updated forecast shall be
submitted within (b) (4)of any project modifications that modify the PoP or the costof the prototype. Expenditure forecast submissions shall include analysis of thecost drivers for Estimate to Complete changes, if any, from the previous
projection. The Awardee shall provide all submissions in Excel format,
including all formulas.

E. Final report
A Final Report shall be prepared at the end of the effort by the Awardee. The
Final Report shall narrate a complete summary of the project execution andassociated results obtained. The narration will include outstanding problems
and their potential solutions, problems solved during the course of theagreement, and the solutions to the solved problems. The Final Report shalldemonstrate how the prototype was developed and advanced.

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The Awardee shall submit a Draft Final Report by the (b) (4)following the end of the project. The Government shall provide
comments to the Awardee by the (b) (4)following receiptof the Awardee’s Draft Final Report. The Awardee shall submit the Final
Report on the (b) (4)calendar day after receipt.

(b) (4)

F. Ad Hoc Meetings
In addition to the monthly meetings and written quarterly program updates,
additional ad hoc meetings to address specific issues or to convey timesensitive updates or scientific data related to the program will be held.

G. Patents - Reporting of Subject Inventions
For purposes of this paragraph, “Subject Invention” is defined as any
invention, discovery, or improvement of the Awardee, whether or notpatentable, that are conceived of or first actually reduced to practice inthe performance of work under this Agreement. The Awardee shallreport any OTA Inventions in accordance with the terms and conditionsof this Other Transaction Agreement (OTA).
H. All documentation submitted to the government must have quality oversightfrom an independent quality group not reporting to the executing management
group (for example; clinical trials group, data management group, etc)
8. Miscellaneous Data Submissions
I. If applicable, the Awardee must submit to the Government all Point Papers,
Briefings, Technical Performance Plans (TPP), Program Development Plans(PDP), Regulatory Strategy, Technology Transfer Report and Gap Analysis,
Formulation Development, Feasibility and Optimization Reports, United States
Army Medical Research and Material Command Animal Care and Use Review
Office (USAMRMC ACURO) Approvals, Human Resources Operations
Branch (HROB) Approvals, Technical Presentations and Publications, and any
formal technical reports that have been prepared for eventual submission to
FDA or other regulatory agencies. Examples include the following reports
related to: pharmaceutical development, manufacturing development,
manufacturing validation, completed batch records, certificates of analysis,
analytical development and validation, drug substance and product stability,
nonclinical testing, and clinical testing. Examples include clinical performanceand clinical quality documentation.
J. Work Breakdown Structure
Three-level WBS with costs and schedule (top level is program, level two (2) isphase, level three (3) are major tasks). For WBS level two (2), show
breakdown for labor, material, and other indirect costs.
WBS shall be updated annually or (b) (4)after a Statement ofWork modification. Government review/approval is (b) (4)after receipt of first submittal. Provide changes to draft within t(b) (4)of such request. Provide final document within (b) (4)DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

after approval of changes is received.
K. Integrated Master Schedule
The Awardee shall provide within (b) (4)after project award
an IMS in Microsoft Project format. Any updates to the IMS shall be includedin the monthly progress reports.
Submission shall be (b) (4)after the end of each month of
performance. The Government will have (b) (4)to respond to
the report with any comments and the performer will have an additional (b)to revise the deliverable or respond to those comments.(4)L. Incident Report.
The Awardee shall report any incident to the Government that could result in
more than a one month delay in schedule from the most recent IMS critical
path delivered to the Government. Telephonically contact the GPM within one
day of incident. A written summary report shall be submitted within (b) (4)of an incident, to include, what happened, what was the impact,
if there are any available corrective actions and a time line for when thecorrective actions would be in place.
M. Quality Agreement.
The Awardee shall submit a quality agreement within 90 days of award for
Government review. Upon acceptance the agreement is to be executed by bothparties. This document must flow down to all subawards.

ARTICLE 9. Most Favored Customer(b) (4)(b)(4)

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17(b) (4)(b) (4)ARTICLE 10. Confidential Information(i) Definitions(1) “Disclosing Party” means the Government or the Awardee who
discloses Confidential Information as contemplated by the subsequent
Paragraphs.
(2) “Receiving Party” means Government or the Awardee who receives
Confidential Information disclosed by a Disclosing Party.
(3) “Confidential Information” means information and materials of aDisclosing Party which are designated as confidential or as a Trade Secretin writing by such Disclosing Party, whether by letter or by use of an
appropriate stamp or legend, prior to or at the same time any suchinformation or materials are disclosed by such Disclosing Party to the
Receiving Party. Notwithstanding the foregoing, materials and otherinformation which are orally, visually, or electronically disclosed by aDisclosing Party, or are disclosed in writing without an appropriate letter,stamp, or legend, shall constitute Confidential Information or a Trade
Secret (as defined below) if such Disclosing Party, within thirty (30)
calendar days after such disclosure, delivers to the Receiving Party awritten document or documents describing the material or information andindicating that it is confidential or a Trade Secret, provided that any
disclosure of information by the Receiving Party prior to receipt of such
notice shall not constitute a breach by the Receiving Party of its obligations
under this Paragraph. “Confidential Information” includes any informationand materials considered a Trade Secret by the Awardee. “Trade Secret”
means all forms and types of financial, business, scientific, technical,
economic, or engineering or otherwise proprietary information, including,but not limited to, patterns, plans, compilations, program devices,
formulas, designs, prototypes, methods, techniques, processes, procedures,programs, or codes, whether tangible or intangible, and whether or how
stored, compiled, or memorialized physically, electronically, graphically,
photographically, or in writing if –(a)The Disclosing Party thereof has taken reasonable measures to keepsuch information secret; and(b) The information derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable through proper means by, the public.

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

B. Exchange of Information: The Government shall not be obligated totransfer Confidential Information independently developed by or on behalfof the Government absent an express written agreement between theParties involved in the exchange providing the terms and conditions forsuch disclosure.
C. Authorized Disclosure: The Receiving Party agrees, to the extent
permitted by law, that Confidential Information shall remain the propertyof the Disclosing Party (no one shall disclose unless they have the right todo so), and that, unless otherwise agreed to by the Disclosing Party,
Confidential Information shall not be disclosed, divulged, or otherwise
communicated by it to third parties or used by it for any purposes otherthan in connection with specified project efforts and the licenses granted in
Article 11, Intellectual Property Rights, and Article 12, Data Rights,
provided that the duty to protect such “Confidential Information” and“Trade Secrets” shall not extend to materials or information that:(a) Are received or become available without restriction to the Receiving
Party under a proper, separate agreement,(b) Are not identified with a suitable notice or legend per Article 12entitled "Confidential Information" herein,(c) Are lawfully in possession of the Receiving Party without such
restriction to the Receiving Party at the time of disclosure thereof as
demonstrated by prior written records,(d) Are or later become part of the public domain through no fault of theReceiving Party,(e) Are received by the Receiving Party from a third party having no
obligation of confidentiality to the Disclosing Party that made thedisclosure,(f) Are developed independently by the Receiving Party without use ofConfidential Information as evidenced by written records,(g) Are required by law or regulation to be disclosed; provided, however,that the Receiving Party has provided written notice to the Disclosing Party
promptly so as to enable such Disclosing Party to seek a protective order orotherwise prevent disclosure of such information.
D. Return of Proprietary Information: Upon the request of the Disclosing
Party, the Receiving Party shall promptly return all copies and othertangible manifestations of the Confidential Information disclosed. As usedDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

in this section, tangible manifestations include human readable media as
well as magnetic and digital storage media.
E. Term: The obligations of the Receiving Party under this Article shallcontinue for a period of seven (7) years from conveyance of theConfidential Information.
F. The Government shall flow down the requirements of this Article 10 totheir respective personnel, member entities, agents, and Awardees(including employees) at all levels, receiving such Confidential
Information under this Agreement..

ARTICLE 11. Intellectual Property Rights
A. Background IP and Materials. The Awardee and the Government eachretain any intellectual property (IP) rights to their own materials, data,technology, information, documents, or know-how—or potential rights,
such as issued patents, patent applications, invention disclosures, or otherwritten documentation—that exist prior to execution of this Agreement orare developed outside the scope of this Agreement (“Background IP”).
Additionally, no party to the Agreement will enter into an agreement withany contract manufacturer or other third party whereby the third party willobtain rights in OTA Inventions or Study Data, as those terms are definedin this Agreement, absent the mutual consent of the parties to the awarded
contract, however any party having an existing agreement with Inovio shallnot be subject to this requirement.
B. Awardee’s Background IP. Awardee warrants that it has filed patentapplication(s) or is the assignee of issued patent(s) directed to a device
previously provided to the Government and hereby incorporated as
Attachment 1 which contain claims that are related to researchcontemplated under this Agreement. No license(s) to any patentapplications or issued patents shall be granted under this Agreement to theGovernment, and the application(s) and any continuing applications(except for continuing applications pursuant to this agreement) identified to
the Government are specifically excluded from the definitions of "OTA
Invention" contained in this Agreement: Background
C. Patent Indemnity. The Awardee shall indemnify the Government andits officers, employees and agents against liability, including costs, for
actual or alleged direct or contributory infringement of, or inducement toinfringe, any United States or foreign patent, trademark or copyright,
arising out of this Agreement, provided the Awardee is reasonably
notified of such claims and proceedings.

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

D. Patent Prosecution. Awardee agrees to take responsibility for the
preparation, filing, prosecution, and maintenance of any and all patents
and patent applications listed as Awardee Background IP that are relevantto the work performed under this Agreement. Awardee shall keep theGovernment reasonably advised on the status of Awardee Background IP
by providing an annual report on the status of Awardee Background IP.
Prior to acting on a decision by Awardee to abandon or not file in any
country a patent or patent application covering an OTA Invention, which
is defined below, Awardee shall so inform the Government in a timely
manner to allow Awardee to thoughtfully consider the Government's
comments regarding such a proposed decision. Nothing in this ARTICLE
shall restrict the Government in its preparation, filing, prosecution andmaintenance of a patent or patent application covering an OTA Invention.
E. Patent Enforcement. Awardee will have the first option to enforce any
patent rights covering an OTA Invention owned jointly by the Parties orsolely by Awardee, at Awardee’s expense. If Awardee chooses not toexercise this option, the Government may enforce patent rights coveringa joint OTA Invention only with Awardee’s prior written approval.
F. Ownership. Ownership of any invention, regardless of whether it is notpatentable, or is patentable under U.S. patent law that is conceived or first
reduced to practice under this Agreement (“OTA Invention”) will follow
inventorship in accordance with U.S. patent law. The Bayh-Dole Act, 35
U.S.C. §§ 200-212 does not apply to this Agreement and, as such, title toinventions will belong to the inventor or via assignment of ownership to
the inventor-organization. The Parties represent and warrant that each
inventor is obligated to assign and will assign his or her rights in any suchinventions to his or her employing organization. If either an Awardee
employee or a Government employee makes a sole OTA Invention, theentire rights to that OTA Invention will be respectively assigned to theAwardee or the Government. If an Awardee employee and a Government
employee jointly make an OTA invention, it will be owned jointly by theAwardee and the Government. Ownership of inventions made in whole orin part with subawardee or collaborator employees, including employees ofother components of the Government, will be determined solely pursuant to anagreement between the Awardee and the applicable subawardee or collaborator.

G. Patent Applications. The Parties will respectively have the option to filea patent application claiming any OTA Invention made solely by theirrespective employees. The Parties will consult with each other regarding
the options for filing a patent application claiming a joint OTA Invention.
Within thirty (30) calendar days of being notified of the discovery of an
OTA invention or filing a patent application covering an OTA Invention,
each Party will provide notice of such discovery or filing to the otherParty. The Parties will reasonably cooperate with each other in theDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

preparation, filing, and prosecution of any patent application claiming an
OTA Invention. Any Party filing a patent application will bear expenses
associated with filing and prosecuting the application, as well as
maintaining any patents that issue from the application, unless otherwise
agreed by the Parties.
H. Licenses. Upon the Awardee's request, the Government agrees toenter into good faith negotiations with the Awardee regarding theAwardee's receipt of a nonexclusive commercialization license covering
the Government's interest in any OTA Invention made in whole by aGovernment employee. Any OTA Invention made solely by an Awardee
employee is subject to a nonexclusive, nontransferable, irrevocable, paidup license for the Government to practice and have practiced the OTA
Invention with "Unlimited rights," as this term is defined in DFARS
252.227-7013a)(16), as if this regulation were applicable to inventions,rather than technical data.
I. Executive Order No. 9424 of 18 February 1944 requires all executive
Departments and agencies of the Government to forward throughappropriate channels to the Commissioner of Patents and Trademarks,
for recording, all Government interests in patents or applications forpatents.
ARTICLE 12. Data Rights
A. All data generated in connection with the performance of thisAgreement, or that arises out of the use of any materials or enabling
technology provided or used by the Awardee in the performance of thisAgreement, other Awardee materials or Awardee confidential information,
whether conducted by the Government or the Awardee (collectively, the"Study Data"), shall be owned by the Awardee. The Government shallhave the right to use, modify, reproduce, release, perform, display, or
disclose data first produced in the performance of this Agreement within
the Government and otherwise for "Unlimited rights," as this term isdefined in DFARS 252.227-7013(a)(16). The Government may, under aseparate agreement or by modification to this agreement, obtain any rights
to use or disclose the Awardee’s material or data to the extent that suchmaterial or data was produced outside the scope of this Agreement.
Notwithstanding the above, as a result of this Agreement, theGovernment shall obtain "Unlimited rights," as this term is defined in
DFARS 252.227-7013(a)(16) specific to any data generated under thisagreement.
B. The Awardee agrees to retain and maintain in good condition until
seven (7) years after completion or termination of this Agreement, alldata generated under this Agreement. In the event of exercise of theDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Government's rights as potentially granted under paragraph 2.C, theAwardee agrees to deliver at no additional cost to the Government, alldata, in Awardee's possession and developed under this Agreement,
necessary to develop the Prototype within sixty (60) calendar days fromthe date of the written request.
C. Marking of Data: The Awardee will mark any data delivered under
this Agreement with the following legend:"Use, duplication, or disclosure is subject to the restrictions as stated inAgreement No. W911QY-20-9-0016 between the Government and theAwardee."Any rights that the Awardee or the Government may have in data delivered
under this Agreement, whether arising under this Agreement or otherwise, will
not be affected by Awardee's failure to mark data pursuant to this Article.
D. All Technical Data and Software (each term as defined under DFARS
252.227- 7013) which shall be delivered under this Agreement with less thanunlimited rights shall be identified in reasonable specificity and particular rights
granted (Government Purpose, Limited or Restricted (all as defined in DFARS
252.227-7013)) prior to entering into the Agreement. All other Technical Dataand Software developed under funding of this agreement shall be delivered withunlimited rights as provided for within this Article.

ARTICLE 13. Regulatory Rights
A. This Agreement includes research with an investigational drug, biologic ormedical device that is regulated by the U.S. Food and Drug Administration(FDA) and requires FDA pre-market approval or clearance before commercial
marketing may begin. It is expected thisAgreement will result in the FDA clearance and commercialization of
product(s) as set forth in this agreement (the “Technology”). The Awardee
will serve as the Sponsor of the Regulatory Application (an Investigational
New Drug Application (IND), Investigational Device Exemption (IDE), New
Drug Application (NDA), Biologics License Application (BLA), Premarket
Approval Application (PMA), or 510(k) Pre-Market Notification Filing(510(k)) or another regulatory filing submitted to FDA) that controls researchunder this agreement. The Sponsor of the Regulatory Application to FDA (asthe terms “sponsor” and “applicant” are defined or used in at 21 CFR§§3.2(c), 312.5, 600.3(t), 812.2(b), 812 Subpart C, or 814.20) has certain
standing before the FDA that entitles it to exclusive communications related
to the Regulatory Application.
B. The Senior Director Medical Regulatory (SDMR) is the JPEO-CBRND
and DTRA-JSTO representative for all regulatory and quality activities. The
Awardee shall coordinate with the SDMR prior to communicating or meetingDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

with the FDA, or other regulatory authorities, as appropriate. .
C. The Awardee shall invite the SDMR to all FDA meetings and regulatory
discussions applicable to this OTA Project.
1. With respect to any products under this Agreement regulated by the FDA
for which the Awardee serves as Sponsor, the Awardee agrees to thefollowing:i. The Awardee shall provide to the Government all data, including topline summaries and key conclusions from all studies, supporting theregulatory filing and commercial approval to the extent that such data,summaries, and conclusions are funded under this Agreement. In
addition, the Awardee will offer the Government the opportunity toreview and provide comments on a final draft of regulatory
submissions which include data funded under this Agreement. The
Government will review any such submissions promptly upon receipt.
The Awardee shall reasonably consider any comments provided by theGovernment, and prior to submission shall provide notification to theGovernment of any additional edits or revisions. The Awardee shallkeep the Government reasonably apprised of planned FDA meetingsand post-meeting outcomes relating to activities funded under thisAgreement.
ii. Communications. The Awardee shall provide the Government with allcommunications and summaries thereof, both formal and informal, toor from FDA regarding the regulatory submissions subject to thisAgreement and ensure that the Government representatives are invited
to participate in any formal Sponsor meetings with the FDA. The
Awardee shall use its best efforts to ensure that the Government
representatives are invited to participate in any informal Sponsor
meetings with the FDA so long as the Awardee has 48 hour advancenotice of such Sponsor meeting from the FDA prior to the scheduled
meeting time.
iii. Non-compliance with section (C)(1)(i) or (C)(1)(ii) may result intermination of the agreement.
2. Product Development Failure. Certain product development failures may
trigger certain remedies in Section (3) below for the Government advanced
developer funding the development of the work in this Agreement. This
remedy is not available to the Government for any cause outside of thefollowing:i. if this agreement is terminated for nonperformance; orDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

ii. the Contractor gives notice, required to be submitted to theGovernment no later than 30 business days, of any formal
management decision to terminate this product development effort
pre-market or to file for Federal bankruptcy protection.
3. If any of the product development failures listed in section (b) occur,
the Awardee, upon the request of the Government:i. shall transfer possession, ownership and sponsorship or holdership of
any Regulatory Application submitted solely for approval of theTechnology (including any associated expedited review designation,priority review voucher, or marketing exclusivity eligibility oraward), regulatory correspondence, and supporting regulatory
information related to the Technology to the Government or its
designee;ii.

shall provide DoD or its designee with a letter (“Reference Letter”)
providing permission to reference any Regulatory Application
submitted to the FDA for a combination drug-device product that
includes the Technology;iii. shall inform FDA of the transfer of sponsorship or holdership of theRegulatory Application transferred under section (c)(i) above or theReference Letter issued under section (c)(ii) above; andiv. shall negotiate in good faith a non-exclusive license, at customaryindustry rates and under reasonable terms and conditions, to any
patent, copyright or other intellectual property owned or controlled by
the Awardee, developed prior to or outside the scope of thisagreement, or any technical data that is necessary for the Government
to pursue commercialization of this technology with a third party forsale to the Government or otherwise.
D. Awardee shall submit to the Government, within thirty (30) days of contract
award, a fully executed sponsor authorization letter enabling FDA to disclose
information to the JPEO-CBRND and its government support contractors
related to the Technology under Public Law 115-92. A Template of the letteris available upon request. JPEO-CBRND shall submit the executed letter to the
FDA only if the Technology becomes a DoD medical product priority under
Public Law 115-92.
E. This Article 13 will survive the acquisition or merger of the Awardee by orwith a third party. This Article will also be included in any subcontracts/sub
agreements relating to the development of the Technology. This Article willsurvive the expiration of this agreement.
ARTICLE 14. Foreign Access to Data.

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Export Compliance: The Parties will comply with any applicable U.S. export
control statutes or regulations in performing this Agreement.
ARTICLE 15. Scientific Publications and Press Releases.
A. The Parties shall jointly agree on a publication plan for the Study Data
derived from studies executed under this Agreement. This publication plan will
identify key new Data to be disclosed or presented and the target date forfinalizing any related scientific abstract or manuscript. As part of its Quarterly
Program Reviews, the Awardee will share the publication plan with theGovernment.
B. The Parties will jointly develop each abstract or manuscript and agree on theauthorship and the content of the final draft to be submitted; provided that
authorship for each abstract and manuscript will be determined based onwhether a particular individual made a significant contribution to theconceptualization, design, execution, or interpretation of a research study, as
authorship is defined in the fifth edition of the Guidelines and Policies for the
Conduct of Research in the Intramural Research Program at NIH, available at:https://oir.nih.gov/sites/default/files/uploads/sourcebook/documents/ethical_cond
uct/gui delines-conduct_research.pdf.
C. Prior to submission for publication, the Parties shall provide drafts of proposed
publications to the authors of such publications for review and comment, andshall provide copies to non-authors for viewing purposes. Review periods are ten(10)business days for abstracts, or less than ten (10) business days if agreed by
Project Managers and in order to meet publication submission deadlines.
Review periods are twenty (20) calendar days for manuscripts. Contributing
parties shall be appropriately accredited in any publication.
D. The Parties will jointly agree on whether to issue one or more press releases
related to the resulting Data. If all Parties agree that one or both Parties will
issue a press release, each Party will also have the right to review and agree on
the content in advance of its publication. Other parties, if any, contributing to
the studies, will have review rights and will be appropriately accredited in thepress release. For data generated in studies executed by Awardee outside thescope of this Agreement, the Awardee, at its sole discretion, may issue a press
release related to such data.
ARTICLE 16. Miscellaneous Clauses.
A. No Consent. Nothing in the terms of this Agreement constitutes express or
implied Government authorization and consent for Awardee or its

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

subawardee(s) to utilize, manufacture or practice inventions covered by UnitedStates or foreign patents in the performance of work under this Agreement.
B. Patent Infringement. Each Party will advise the other Party promptly and inreasonable written detail, of each claim or lawsuit of patent infringement basedon the performance of this Agreement. When requested by either Party, allevidence and information in possession of the Party pertaining to such claim or
lawsuit will be provided to the other at no cost to the requesting Party.
C. Limitation of Liability. In no event will either Party be liable to the otherParty or any third party claiming through such Party for any indirect, incidental,
consequential or punitive damages, or claims for lost profits, arising under or
relating to this Agreement, whether based in contract, tort or otherwise, even if
the other Party has been advised of the possibility of such damages.
D. Disclosure of Information. Subject to Article 10, the Awardee shall not
release to anyone outside the Awardee’s organization any unclassified
information, regardless of medium (e.g., film, tape, document), pertaining toany part of this Agreement or any program related to this Agreement, unless (i)the OTAO has given prior written approval or (ii) the information is otherwise
in the public domain before the date of release. For purposes of this clause,Awardee’s Organization includes entities identified as Collaborators inAppendix A Table 1.
E. Force Majeure. Neither Party will be liable to the other Party for failure ordelay in performing its obligations hereunder if such failure or delay arises fromcircumstances beyond the control and without the fault or negligence of theParty (a Force Majeure event). Examples of such circumstances are: authorizedacts of the government in either its sovereign or contractual capacity, war,
insurrection, freight embargos, fire, flood, or strikes. The Party asserting Force
Majeure as an excuse must take reasonable steps to minimize delay or damages
caused by unforeseeable events.
F. Severability. If any provision of this Agreement, or the application of any
such provision to any person or set of circumstances, is determined to beinvalid, unlawful, void or unenforceable to any extent, the remainder of thisAgreement, and the application of such provision to persons or circumstances
other than those as to which it is determined to be invalid, unlawful, void or
unenforceable, will not be impaired or otherwise affected and will continue tobe valid and enforceable to the fullest extent permitted by law.
Choice of Law. This Agreement and the resolution of disputes hereunder will begoverned, construed, and interpreted by the statutes, regulations, and/or legal
precedent applicable to the Government of the United States of America. Unlessexplicitly stated, the Parties do not intend that this Agreement be subject to theFederal Acquisition Regulation either directly or indirectly or by operation oflaw. When a specific FAR requirement is incorporated by reference in thisDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Agreement, the text of the clause alone will apply without application orincorporation of other provisions of these regulations.
Order of Precedence. In the event of a conflict between the terms of thisAgreement and the attachments incorporated herein, the conflict shall be
resolved by giving precedence in descending order as follows: (i) the Articles ofthis Agreement, and(ii) the Appendices to the Agreement.

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Appendix A
Statement of Work
The Awardee plans to execute the program in accordance with the statement of work provided
below. The plan is to accomplish the entire project based on the schedule prescribed in thisagreement. Completion dates are expressed in Appendix B. The numbering scheme below isadopted from the Awardee’s Statement of Work as included in its proposal. Only the sections of
the proposal included in this Appendix A are made a part of this Agreement. Unless otherwise
indicated below, all tasks will be carried out at the Awardee’s facilities.
(i)Statement of Work
The objectives of this SOW are:
1. Development of the CELLECTRA® 3PSP intradermal device to affect completionby end-2020 capable for use in the US military population and US population as awhole;
 Complete development and functional prototyping of devices (Jul – Oct 2020)o Fabrication of injection molds and other tooling required to produce
components
o Lock down device designo End of Ph2 Design review meetingo Production of final prototype devices for V&V testing use
o Procure materials and tooling to support manufacturing scale up Conduct verification/validation testing to support Regulatory approvals toenable deployment into the field (Oct – Dec 2020)o Conduct software V&V testingo Conduct mechanical V&V testingo Conduct electrical V&V testingo Conduct gene expression testing in guinea pigs
o Conduct final usability studyo Conduct IEC 60601 safety testingo Conduct Array shelf life verificationo Conduct Array biocompatibility testingo Conduct Sterilization testingo Conduct IEC 60601 EMC testingo Conduct System Reliability testingo Conduct Packaging Shipping verificationo Release all final documentation and reportso Conduct End of Ph3 Design Review
 Preparation of Regulatory package for submission to new FDA device MF (Jan2021) – See regulatory plans below.
3. Development of Array automation capable of supporting population levelvaccination programs, to include supporting materials and supportive equipment todemonstrate production of CELLECTRA® 3PSP devices and arrays at an initial

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

100M/year run rate to support FDA approval.
 Develop high speed array automation lines and commission equipment for array
production (Jun – Dec 2020)o Development of the product scale-up activities to move to high volume
automation.
o Conduct automation proof of concept studies
o Procure 3 automation lines (10M annual run rate/line)o Procure molding equipment, tooling, fixtures and production materials
to support 30M annual run rate.
o Develop and de-bug automation lines
o Release array product manufactured at a 30M annual run rate via
automated assembly methodo Regulatory submission - Master File amendments will be submitted tosupport necessary scale up of manufacturing or device design
enhancements needed for manufacturability.
 Replicate additional high speed array assembly lines and commission for a
100M/year array run rate (Jul/Aug – Mar 2021)
o Procure 7 additional automation lines(10M annual run rate/line)o Procure molding equipment, tooling, fixtures and production materials
to support 100M annual run rate.
o Develop and de-bug automation lines
o Release array product manufactured at an additional 60M annual run
rate via automated assembly methodo Complete automation scale up and array manufacturing achieves
100M/year annual array run rate
o Regulatory Submission - Master File amendments will be submitted tosupport necessary scale up of manufacturing or device design
enhancements needed for manufacturability.


Scale-up CELLECTRA® 3PSP device manufacturing assembly lines toachieve a run rate of 30,000 in Q1/Q2 2021 and 100,000 in Q3/Q4 2021 (Feb –Dec 2021)
o Increase production lines capacities to achieve 625 device/week.
o Monitor run rate weekly
 Regulatory submission of amendment to FDA MF 17158 (Mar 2021) – Seeregulatory plan below.
4. Additional large scale plasmid production runs and fills to support the manufactureand supply of 500K dose of INO-4800 to support FDA approval of the device
 Demonstrate production of cGMP DNA plasmid DS and DP at commercial
scale suitable to support device approval.
 The final dose is anticipated to be 1mg delivered in multi-dose vials. The
project will provide drug product to deliver approximately 500K doses ofDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17







vaccine to use in clinical trials in support of FDA approval, or under EUA as
applicable.
Complete GMP drug substance manufacture at RH (5 batches) (May - Dec
2020)
o Conduct GMP drug substance manufacture at RH 1 (May 2020)o Conduct GMP drug substance manufacture at RH 2 (Sep 2020)o Conduct GMP drug substance manufacture at RH 3 (Oct 2020)o Conduct GMP drug substance manufacture at RH 4 (Nov 2020)o Conduct GMP drug substance manufacture at RH 5 (Dec 2020)
Complete GMP drug product fill/finish at selected CMO (5 batches) (Jun -Dec
2020)
o Conduct GMP drug product fill/finish 1 (Jun 2020)o Conduct GMP drug product fill/finish 1 (Jun 2020)o Conduct GMP drug product fill/finish 2 (Oct 2020)o Conduct GMP drug product fill/finish 3 Nov 2020o Conduct GMP drug product fill/finish 4 Dec 2020o Conduct GMP drug product fill/finish 5 Dec 2020
Release and distribute total of 500,000 1-mg doses in multi-dose vials forclinical trials necessary to obtain FDA approval of the device or under EUA
as applicable (Dec 2020)

All device development and manufacturing activities follow 21 CFR 820
requirements which include maintaining the device history file, device masterrecord, and device history record.
Detailed milestones and deliverables are summarized in the tables below.
Milestones/Deliverables
Objective 1: CELLECTRA® 3PSP Device Development
Fabrication of injection molds and other tooling required to produce
components
Production of initial Handset molded parts
Development of initial software with full device functionality
Build prototype devices using initial molded parts
Conduct preliminary 60601-1-1 safety testing with prototype device
Formative Usability study #3 and report
Continue to develop and refine initial software by testing and bug
fixes
Test and refine circuit board design
Test and refine Handset mechanical design
Finalize circuit board design and update schematic, layout, BOM
Finalize Array mechanical design and update drawings, BOM
Finalize Handset mechanical design and update drawings, BOM
Production and receipt of final circuit boards for V&V testing build

Start

FinishJun-20Aug-20Jul-20Jul-20Aug-20Jul-20Aug-20Aug-20Jul-20Aug-20Aug-20Aug-20Jul-20

Sep-20Jun-20Aug-20Aug-20Jul-20
Sep-20
Sep-20Aug-20Aug-20
Sep-20Jul-20
Sep-20
Oct-20DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Production and receipt of final Array molded parts for V&V testingbuild
Production and receipt of final Handset molded parts for V&V testingbuild
Final software for V&V testing
Lock down device design
End of Ph2 Design Review meeting
Production of final prototype devices for V&V testing use
Risk, Requirements, and Plans
System Hazard Analysis
System Requirements
Master V&V Plan
Risk Management Plan
Quality Plan
Regulatory Plan
Usability Engineering Plan
Software V&V Plan
Software Risk Analysis
Develop and Release Test Protocols in preparation for Ph3 V&V
Testing
Software V&V Master Protocol
60601-1-1 Safety protocol
Final 60601-1-2 EMC protocol
System Reliability protocol
Packaging Shipping Verification protocol
Array Shelf Life Verification (12month aa) protocol
Array Sterilization Validation protocol
Array Biocompatibility protocol
Final Usability protocol
Design Phase 3 V&V Kickoff Meeting
Conduct Phase 3 Verification and Validation testing60601-1-1 Safety testing and report
Final 60601-1-2 EMC testing and report
System Reliability testing and report
Packaging Shipping Verification testing and report
Array Shelf Life Verification (12month aa) testing and report
Array Sterilization Validation testing and report
Array Biocompatibility Testing and report
Final Usability study and report
System V&V Summary report
Release all final documentation and reports
End of Ph3 Design Review meeting
Regulatory submission to new FDA device MF

Jul-20Jul-20

Sep-20

Sep-20

Oct-20Aug-20
Oct-20
Oct-20Jun-20Jun-20Jun-20Aug-20Jul-20Aug-20Jun-20Jun-20Jul-20Jun-20

Oct-20Aug-20
Oct-20
Oct-20
Oct-20Jul-20Jul-20Aug-20Jul-20
Oct-20Jul-20Jul-20Aug-20Jun-20Jun-20Nov-20

Oct-20
Oct-20
Sep-20
Oct-20
Oct-20
Sep-20Jun-20Jun-20Nov-20
Oct-20Jun-20
Oct-20Nov-20
Oct-20
Oct-20Jun-20Jun-20Jun-20Nov-20Nov-20Dec-20Dec-20Jan-21

Oct-20
Sep-20Nov-20
Oct-20
Oct-20Jul-20Jun-20Jun-20Nov-20
Oct-20Dec-20Dec-20Dec-20Nov-20Dec-20Jul-20Jul-20Jul-20Dec-20Dec-20Dec-20Dec-20Jan-21

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Objective 3: CELLECTRA® 3PSP Array Automation Development
Draft development plan to support 3PSP Array for high volume
manufacturing automation plans
Finalize development plan
Develop and implement automation equipment andcommission the creation of automation proof of concept(s)Complete proof of concept work and select supplier(s) to develop
and implement
automation equipment
Kick-off actions for the implementing 3 automation lines to support
30M annual run rate
Purchase 3 automation lines
Build automation equipment, debug and install at factory
Develop and release equipment IQ/OQ/PQ qualification protocols
Perform the IQ/OQ/PQ testing
Review and release equipment IQ/OQ/PQ acceptance reports
Develop Injection molds and production tooling concepts and plans
Procure molding equipment, tooling and fixtures
Develop and release equipment IQ/OQ/PQ qualification protocols
Perform the IQ/OQ/PQ testing
Review and release equipment IQ/OQ/PQ acceptance reports
Develop Supply Chain requirements for procurement of raw
materials
Finalize and approve raw materials procurement plans
Master File Submission for manufacturing automation
Kick-off actions for the implementing 7 automation lines to support
100M annual run rate
Purchase 7 automation lines
Build automation equipment, debug and install at factory
Develop and release equipment IQ/OQ/PQ qualification protocols
Perform the IQ/OQ/PQ testing
Review and release equipment IQ/OQ/PQ acceptance reports
Develop Injection molds and production tooling concepts and plans
Procure molding equipment, tooling and fixtures
Develop and release equipment IQ/OQ/PQ qualification protocols
Perform the IQ/OQ/PQ testing
Review and release equipment IQ/OQ/PQ acceptance reports
Develop Supply Chain requirements for procurement of raw
materials
Finalize and approve raw materials procurement plans
Master File Submission for additional manufacturing automation

Jun-20Jun-20Jun-20Jul-20Jun-20Jul-20Jun-20Jul-20Jul-20Dec-20Jun-20Jul-20
Sep-20
Oct-20Nov-20Jun-20Jun-20Aug-20
Sep-20Nov-20Jun-20
Oct-20
Oct-20Nov-20Dec-20Jul-20Nov-20
Sep-20Nov-20Dec-20Jun-20Jul-20Jul-20Dec-20Aug-20Dec-20Aug-20Feb-21

Aug-20
Sep-20Dec-20Jan-21
Feb-21
Sep-20Aug-20Jan-21
Feb-21
Mar-21

Aug-20Jan-21
Jan-21
Feb-21
Feb-21
Sep-20Jan-21
Feb-21
Mar-21
Mar-21

Oct-20Nov-20Jan-21
Mar-21

Feb-21
Mar-21

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Develop 3PSP Device validation and manufacturing plans at 30,000
annual run rate
Finalize 3PSP Device manufacturing plan
Purchase equipment and tooling
Create 3PSP device product manufacturing IQ/OQ/PQ protocols
Perform the IQ/OQ/PQ testing
Review and release IQ/OQ/PQ protocol reports
Develop Supply Chain requirements for procurement of raw
materials
Finalize and approve raw materials procurement plans
Master File Submission for technical transfer to additional
manufacturing site
Kick-off actions for the implementing production capacity to support
100,000 annual run rate
Purchase equipment and tooling
Validate additional production lines
Finalize and approve raw materials procurement plans
Master File Submission for technical transfer to additional
manufacturing site
Objective 4: Manufacturing of 500,000 doses INO-4800 plasmid DNA
Completion of GMP drug substance manufacture at RH 1
Conduct GMP drug substance manufacture at RH 2
Conduct GMP drug substance manufacture at RH 3
Conduct GMP drug substance manufacture at RH 4
Conduct GMP drug substance manufacture at RH 5
Complete GMP drug substance manufacture at RH (5 batches)
Conduct GMP drug product fill/finish 1
Conduct GMP drug product fill/finish 2
Conduct GMP drug product fill/finish 3
Conduct GMP drug product fill/finish 4
Conduct GMP drug product fill/finish 5
Complete GMP drug product fill/finish at selected CMO (5 batches)
Release and distribute total of 500,000 1-mg doses in multi-dose vials
for clinical trials necessary to obtain FDA approval of the device orunder EUA as applicable.

Aug-20

Sep-20

Sep-20
Oct-20
Oct-20Nov-20Nov-20

Oct-20Jan-21
Nov-20Dec-20Dec-20Aug-20

Sep-20

Sep-20

Sep-20Jan-21

Jan-21

Jan-21

Feb-21

Feb-21
Apr-21
Feb-21

Apr-21
Jun-21
Mar-21

Jul-21

Jul-21

Jun-20
Sep-20
Oct-20Nov-20Dec-20Dec-20Jun-20
Oct-20Nov-20Dec-20Dec-20Dec-20Dec-20Regulatory Strategy Overview
The regulatory strategy for CELLECTRA® 3PSP is based on the regulatory history ofprevious generations CELLECTRA® 2000 and CELLECTRA® 5PSP devices which were
designated as the device components of a biologic/device cross-labelled combination productDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

by FDA’s Office of Combination Products (OCP). The lead center for review is CBER, andthe primary mode of action was assigned to the biologic by the OCP. The device informationis reviewed by the lead center through CBER Master Files MF 17158 for CELLECTRA®
2000 and MF 19436 for CELLECTRA® 5PSP.
Like the predecessor devices, CELLECTRA® 3PSP is expected to be regulated as the device
component of biologic/device combination products and FDA’s regulatory requirements for
combination products will be followed. A Pre- Request for Designation (Pre-RFD) will be
submitted to confirm classification. Pre-RFD is a less formal mechanism to obtain FDA
feedback on classification, Primary Mode of Action and assignment of lead center.
A new Type V Master File will be filed with FDA’s Center for Biologics (CBER)
following completion of design control deliverables for human use and prior to the first
IND application for a clinical study that uses CELLECTRA® 3PSP device. The Master
File will include information describing the device design, risk assessment, applicable
design verification and validation testing, and labelling submitted in electronic common
technical document (eCTD) format to support review and use of the product in a clinicalstudy or for future licensing. In addition, an up-to-date comparison of the specifications,performance requirements and features of the CELLECTRA® 3PSP and the predecessor
CELLECTRA® 2000 for ID use will be provided to demonstrate equivalence and support
introduction of the CELLECTRA® 3PSP in on-going or future clinical studies and BLA.

Report and Data Requirements

If a due date for a deliverable is on a weekend or holiday, then the deliverable will be due on
the next business day.
Planningo The Awardee shall provide an Integrated Master Schedule (IMS) within 30 days ofcontract award. Any updates to the IMS shall be included in the monthly progress
reports. Submission shall be thirty (30) calendar days after the end of each month of
performance. The Government will have ten (10) calendar days to respond to the reportwith any comments and the performer will have an additional five (5) calendar days torevise the deliverable or respond to those comments.
o Three-level WBS with costs and schedule (top level is program, level two (2) is phase,level three (3) are major tasks). For WBS level two (2), show breakdown for labor,material, and other indirect costs. WBS shall be updated annually or thirty (30) calendar
days after a Statement of Work modification. Government review/approval is fifteen(15) calendar days after receipt of first submittal. Provide changes to draft within ten(10) calendar days of such request. Provide final document within ten (10) calendar
days after approval of changes is received.
Executiono MeetingsAwardee shall conduct weekly teleconferences with the Government
throughout the performance of the Agreement to discuss tasks accomplishedand direction for the upcoming tasks. The Government anticipates reducing theteleconferences once enrollment executes and again after completion of thetrial. Awardee shall provide agendas and read-ahead material as required twodays prior to the meetings and shall provide minutes of each meeting to theDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Government. Awardee shall include key subcontractors as attendees at theseteleconferences when applicable. The Awardee shall provide meeting minutes
within three (3) business days after each formal scheduled
meeting/teleconference conducted with JPEO EB.
 In addition to the monthly meetings and written quarterly program updates,
additional ad hoc meetings to address specific issues or to convey timesensitive updates or scientific data related to the program will be held.
o Reports
 The Awardee shall submit a Quarterly Progress report within twenty (20)calendar days after the end of each quarter of performance. The Quarterly
Progress report shall contain the technical progress made during the previous
quarter and the updated resource loaded Integrated Master Schedule (IMS) in
Microsoft Project format. The schedule update shall include the explanation for
any changes in the schedule, and drivers for the changes, as applicable. The
report should also address any concerns that would impact the performance,schedule, or cost planned for the effort. The Awardee shall report risk matrix
format to include risk mitigation strategies. Note: Any identified changes
require formal notification to the OTAO in accordance with the Agreement
provisions.
 In addition, the Quarterly Progress Report shall contain regular status updatesof all Intellectual Property (IP) license(s) related to the effort to ensure that all
license(s) are in good standing as the project progresses. In the event of any
change in IP license(s) status or potentially imminent change in status, theAwardee shall immediately contact the OTA and GPM in writing. The
Government will have ten (10) calendar days to respond to the report with any
comments and the Awardee will have an additional five (5) calendar days torevise the deliverable or respond to those comments.
 The Awardee shall submit a Quarterly Financial Status Report no later thantwenty (20) calendar days after the end of each quarter of performance. The
Government will have ten (10) calendar days to respond to the report with any
comments and the Awardee will have an additional ten (10) calendar days torevise the deliverable or respond to those comments. Reports will cover work
performed every three (3) months for the duration of the Period of Performance(PoP). In addition, the Quarterly Financial Status Report shall include
quarterly expenditure forecasts with both the quarterly planned accrual and thecumulative total. Expenditure forecast submissions shall include analysis of thecost drivers for Estimate to Complete changes, if any, from the previous
projection. The Awardee shall provide all submissions in Excel format,
including all formulas.
 A Final Report shall be prepared at the end of the effort by the Awardee. The
Final Report shall narrate a complete summary of the project execution andassociated results obtained. The narration will include outstanding problems
and their potential solutions, problems solved during the course of theagreement, and the solutions to the solved problems. The Final Report shalldemonstrate how the prototype was developed and advanced. The Awardee
shall submit a Draft Final Report by the forty-fifth (45th) calendar dayDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17



following the end of the project. The Government shall provide comments to
the Awardee by the thirtieth (30th) calendar day following receipt of theAwardee’s Draft Final Report. The Awardee shall submit the Final Report on
the thirtieth (30th) calendar day after receipt.
o Data Requirements
 The Awardee shall work in consultation with the Government Regulatory andQuality Affairs staff for the development of all regulatory submission packages
to the FDA and include Government Regulatory and Quality Affairs staff in all
formal discussions with the FDA. The Awardee shall provide the Government
copies of all technical data generated by the Awardee prior to and duringperformance of the project, necessary to pursue FDA approval and notify theGovernment of FDA decisions as these take place. If applicable, the Awardee
shall prepare an IND/BLA in the Electronic Common Technical Document(eCTD) format for submission to the FDA and the Government. The awardee
shall submit all pre-IND, IND, pre-EUA, and/or BLA report submissions to the
AOR for review. The Awardee will take into consideration the comments
provided by the AOR and provide the final document being sent to FDA to the
AOR. The Awardee shall provide all written communications to and/or fromthe FDA to the Government as it takes place. The Awardee shall courtesy copy
the AOR on all email traffic to the FDA and will forward all emails received
from the FDA to the AOR. The Awardee will allow a minimum of 2
government representatives to any meeting with the FDA. Meeting minutes
will be forwarded to the AOR within seven (7) calendar days of the meeting or
teleconference. All documentation submitted to the government must havequality oversight from an independent quality group not reporting to the
executing management group (for example; clinical trials group, data
management group, etc).
 If applicable, the Awardee must submit to the Government all Point Papers,
Briefings, Technical Performance Plans (TPP), Program Development Plans(PDP), Regulatory Strategy, Technology Transfer Report and Gap Analysis,
Formulation Development, Feasibility and Optimization Reports, UnitedStates Army Medical Research and Material Command Animal Care and Use
Review Office (USAMRMC ACURO) Approvals, Human Resources
Operations Branch (HROB) Approvals, Technical Presentations andPublications, and any formal technical reports that have been prepared foreventual submission to FDA or other regulatory agencies. Examples include
the following reports related to: pharmaceutical development, manufacturing
development, manufacturing validation, completed batch records, certificatesof analysis, analytical development and validation, drug substance and productstability, nonclinical testing, and clinical testing. Examples include clinicalperformance and clinical quality documentation.
Incident reportingo The Awardee shall report any incident to the Government that could result in more thana one month delay in schedule from the most recent IMS critical path delivered to theGovernment. Telephonically contact the GPM within one day of incident. A writtensummary report shall be submitted within three (3) business days of an incident, toDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17





(ii)

include, what happened, what was the impact, if there are any available corrective
actions and a time line for when the corrective actions would be in place.
Expenditure Forecastso The Awardee shall submit the first expenditure forecast within thirty (30) calendar days
after receiving the project award. An updated forecast shall be submitted within fifteen(15) calendar days of any project modifications that modify the PoP. Expenditure
forecast submissions shall include analysis of the cost drivers for Estimate to Completechanges, if any, from the previous projection. The Awardee shall provide all
submissions in Excel format, including all formulas.
Quality Agreemento The Awardee shall establish a Quality Agreement with the Government within ninety(90) calendar days after receiving the project award.
CWBS and CWBS Dictionary

WBS Name
Objective 1: CELLECTRA® 3PSP Device Development
1.1
Complete first functional prototype build (LP1)
1.2
Preliminary IEC 60601-1-1&2 EMC/Safety Testing
1.3
Initiate fabrication of injection molds and other tooling required to produce components
1.4
Lock down design, purchase tooling and materials
1.5
End of Ph2 Design Review meeting
1.6
Production of final prototype devices for V&V testing use
1.7
Complete V&V testing
1.7.1
Complete Software V&V testing
1.7.2
Complete Mechanical V&V testing
1.7.3
Complete Gene Expression Testing in guinea pigs
1.7.4
Complete Electrical V&V testing
1.7.5
Complete Final Usability study
1.8
End of Ph3 Design Review meeting
1.9
Regulatory submission to new FDA MF
Objective 3: CELLECTRA® 3PSP Array Automation Development
3.1
Develop high speed array automation lines and commission equipment for array
production
3.1.1
Proof of Concept work complete
3.1.2
Procure 3 automation lines (10M annual run rate/line)
3.1.3
Procure molding equipment, tooling, fixtures and production materials to support 30M
annual run rate.
3.1.4
Develop and de-bug automation lines
3.1.5
Release array product manufactured at a 30M annual run rate via automated assembly
method3.2
Replicate additional high speed array assembly lines and commission for a 100M/year
array run rate
3.2.1
Procure 7 additional automation lines(10M annual run rate/line)

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

3.2.2

Procure molding equipment, tooling, fixtures and production materials to support 100M
annual run rate.
3.2.3
Develop and de-bug automation lines
3.2.4
Release array product manufactured at an additional 60M annual run rate via automatedassembly method
3.2.5
Complete automation scale up and array manufacturing achieves 100M/year annual
array run rate
3.3
Scale-up CELLECTRA® 3PSP device manufacturing assembly lines to achieve a run rateof 30,000 in Q1/Q2 2021 and 100,000 in Q3/Q4 2021
3.3.1
Increase production lines capacities to achieve 625 device/week.
3.3.2
Monitor run rate weekly
3.4
Regulatory submission of amendment to FDA MF 17158 for automation
Objective 4: Manufacturing of 500,000 doses INO-4800 plasmid DNA
4.1
Technology transfer to large-scale fill/finish CMO (Gedeon Richter /Patheon)
4.2
Perform GMP drug substance manufacture at RH (5 batches)
4.2.1
GMP drug substance manufacture at RH 1
4.2.2
GMP drug substance manufacture at RH 2
4.2.3
GMP drug substance manufacture at RH 3
4.2.4
GMP drug substance manufacture at RH 4
4.2.4
GMP drug substance manufacture at RH 5
4.3
Perform GMP drug product fill/finish at selected CMO (2-3 drug product fills)
4.3.1
GMP drug product fill/finish 1
4.3.2
GMP drug product fill/finish 2
4.3.3
GMP drug product fill/finish 3
4.3.4
GMP drug product fill/finish 4
4.3.5
GMP drug product fill/finish 5
4.4
Release and distribute total of 500,000 1-mg doses for human use(iii)

IMS – See MS Project File

(iv)

Project Management Approach
Inovio has an experienced staff with deep experience and experience in productdevelopment as well as design and manufacturing of DNA plasmid product andmedical devices. We recognize that significant investment of time and resources will
be required to support deliver the projected high volume of vaccines under accelerated
timelines and have conducted an internal evaluation of effort to ensure that theappropriate coverage is available to support this as well as continuing to advance thepipeline of therapeutic products. We have identified resource needs, re-allocatedexisting staff to INO-4800, and implemented a hiring plan to engage additional FTE
and contract staff to directly support these programs. We will continue to refine andimplement the resource plan as high volume demands are clarified we will actively
pursue appropriate candidates and ensure that the on-boarding process occurs in atimeline manner.
Cross-functional Project Teams will be established to focus on each of the areas offocus. There will be ongoing communications between the team members and theDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Inovio Team Program Managers to monitor, coordinate and track progress ondeliverables and milestones, as well as identify and resolve issues and project risks.
Regularly scheduled meetings will be held with the JPEO Program Manager/ Program
Lead to communicate progress and issues.

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17(v)

Risk Management Plan
Identify potential risks and describe a proactive risk management strategy

Risk

ImpactProbabilityofoccurrence

Risk
Score

Response

Mitigating measures

Contingency
plan

4

3

12

Mitigate

 Establishment andfrequent tracking of
program deliverables andtimelines
 Early investment in longlead time items (i.e.
injection moldfabrication)
 Implementation of
testing systems andacceptance testing to
expedite production

 Contingency
budget tomodify or
repeatactivities upon
testing (i.e.
injectionmolds)
 Contingency
design, toolingand prototypes
in parallel with
development

Resource constraints
which delay 3PSP
availability

4

4

16

Mitigate

Single source forobtaining raw
materials

428

AcceptIssues with supply
chain to provide
various device
components for
manufacturing

3

2

6

AcceptMalfunction inmachinery/automati
on duringproduction

4

3

12

AcceptResources andmanpower for
manufacturing

3

1

3

Accept Mitigate – examine
funding opportunities toaccelerate 3PSP
development andapproval Identify various sourcesthat can provide
comparable components
for device.
As backup, stock up on
raw materials whensingle source is the only
option.
 Identify backup
options/supply chainswith comparable
materials.
 Communicate regularly
with selected supply
chain to identify any
upcoming issues.
 Invest in service
agreement for regular
maintenance Having backup
machinery if possible.
 Identify a vendor withloaner option while theequipment is underservice.
 Inovio will routinely be
tracking FTE activity
across all Inovio
programs andredistribute andDeviceDelays to 3PSP
availability due toaccelerated program
timelines

39

 Invest in new
equipment andmaterials.

 Internal
resource willberedistributed
while
recruiting theDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

supplement strategically
across the portfolio.
Contamination inclean room

5

2

10

Accept Routine check andmaintenance of the cleanroom.
 Daily monitoring ofroom temperature andpressure.
 Extensive staff training
in using the room.

Manufactured
device failure tomeet QC process
and standards

3

2

6

AcceptLack of supplies andresources to meetthe demand for highvolume production

2

3

6

AcceptLack of a CMO toaccommodate large
scale manufacturing

2

1

2

AcceptDelay in techtransfer to selected
CMO

3

2

6

Accept Implement check points
to ensure meeting thestandard values.
 Project for higher
production number toaccount for the potential
failure rate in QC.
 Staggered batch
production plan.
 Identify multiple
resources that can
provide the samematerial.
 Devise a phase-approach
manufacturing plan toallow for replenishmentof the materials while abatch is going throughQC process.
 Identify multiple CMOs
with similar capability.
 Consider scaling up inphases using a CMO.
 Incorporate test runs
prior to initiating
manufacturing process
and to ensurecomparability in quality.
 Build in adequate time toauditing the CMO ontheir SOPs and conducts
prior to selection.
 Regular inspection of the
facility to ensure thesustainable quality.

Lack of investment
in scale-up andautomation (e.g.,long lead-time
tooling) to rapidly
deliver device tosupport dosing
demands

4

3

12

Continge
ncy

40

additional
resource if
needed.
 Identify CMO
with cleanroomcapability totransfer the
manufacturing,
while the clean
room is being
re-certified.

 Submission of
Proposal tofundingresources tosupportincrease indemandDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

3

1

3

Contingency Implement accountability  Identify
system to track themultiplenumber of stored devices
locations thatin multiple locations.
accommodatehigh quantityof boxes2

1

2

AcceptLack of stability indrug product
Failure of the
product to meet thestandard and QC
process

4

1

4

Accept Build in adequate time
for tech transfer process,conducting a test run and
QC prior to major
production.
 Stability studies ongoing

4

1

4

Continge
ncy

Inability to secure
funding to reserve
manufacturing
CMO capacity.

4

3

12

Continge
ncy

Lack of storage
space with optimal
condition in one
location
Drug Scale-up
Delay in techtransfer41

 Audit the facility toensure GMP standards.
Conduct test runs and
QC process prior to scale
up production.
 Secure funding fromprivate and public
entities.

 Proposal
submission tofundingresources tosupportincrease indemandDocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Appendix B
Project Schedule/Milestone Payment Schedule
The Government shall pay the Awardee, upon the submission of proper invoices or vouchers,
the prices stipulated in this Agreement for supplies delivered and accepted or services
rendered and accepted, less any deductions provided in this Agreement.
Expenditures shall be submitted based on the awarded budget. Federal funds are to be used
only for costs that a reasonable and prudent person would incur in carrying out the prototype
project. The Awardee must maintain a financial system capable of identifying costs applicableto this Agreement, compliant with Cost Principles (48 CFR Part 31) and/or the Cost
Accounting Standards (CAS) (48 CFR Part 99). An invoice will be submitted through WideArea Work Flow (WAWF) in accordance with agreement requirements. Final payment of theAgreement shall be determined upon mutual agreement and settlement of any outstanding
costs.
The Awardee shall proceed with the performance in accordance with the terms and conditionsof this Agreement and its Appendices. However, the Government may require the Awardee tocease performance at any time prior to the commencement of any milestone or task. Suchnotice to cease performance must be from the OTAO and be in writing, of which email is anacceptable form.
The Parties acknowledge that the nature of this Prototype Project requires flexibility and theability to react to changing circumstances. Although the Statement of Work sets the scope foractivities the Government may require under this Agreement, it is not intended to, and does
not, prescribe with specificity each task that Awardee will perform.
The Awardee will be responsible for submission of SOW’s, quotes, and proposals for cost,
performance, and schedule for those efforts not already identified, priced or otherwise
negotiated. Government approval will be required prior to incurring costs.

42DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Appendix C
Key Personnel
1. Awardee’s Organization and Key Personnel.
a.
The Awardee’s organization shall be established with authority to effectively
accomplish the objectives of the Statement of Work. This organization shall become effective
upon award of the Agreement and its integrity shall be maintained for the duration of theeffort.
b.
The key personnel listed below are considered to be critical to the successful
performance of this Agreement. Prior to replacing these key personnel, the Awardee shallobtain the written consent of the OTAO. In order to obtain such consent, the Awardee shallprovide advance notice of the proposed changes and shall demonstrate that the qualificationsof the proposed substitute personnel are generally equivalent to or better than thequalifications of the personnel being replaced.
c.
Prior to permanently removing any of the specified individuals to othercontracts, the Awardee shall provide the OTAO not less than thirty (30) calendar days
advance notice and shall submit justification (including proposed substitutions) in sufficientdetail to permit evaluation of the impact on the program. No reassignment shall be made by
the Awardee without written consent of the OTAO. The “Key Personnel” list presented inTable 2 below may be amended from time to time during the course of the Agreement toeither add or delete personnel, as appropriate.
Key Personnel Summary(b) (6)43

DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

Appendix D
Government
Property
Government Property: “Government Property” means any property (i) furnished by
the Government and facilitating performance of this Agreement, (ii) acquired by theAwardee under cost reimbursement terms of this Agreement, or (iii) acquired by theAwardee under fixed price terms of this Agreement (FP-GP) if specifically identified
in this Government Property Appendix. Except for commercial off the shelf softwareand licenses thereto, Government Property does not include intellectual property andsoftware. The Government owns and holds title to all Government Property.
The Government shall deliver to the Awardee any Government Property required to be
furnished as described in this Agreement together with related data and information needed
for its intended use. The delivery and/or performance dates specified in this Agreement are
based upon the expectation that the Government-furnished property will be suitable for
performance and will be delivered to the Awardee by the dates stated in the Agreement. If
not so suitable, the Awardee shall give timely written request to the OTAO who will advise
the Awardee on a course of action to remedy the problem.
FPGP includes: [Mark N/A if none]:Awardee acquired equipment shall be tracked via the USG’s GFP spreadsheet.

The Awardee shall have, initiate and maintain a system of internal controls to manage,
control, use, preserve, protect, repair, account for and maintain Government Property inits possession and shall initiate and maintain the processes, systems, procedures, records
required control and maintain accountability of Government Property. The Awardee shall
include this clause in all subcontracts under which Government Property comes into thepossession of any subawardee. Unless otherwise provided for in this Agreement orapproved by the OTAO, the Awardee shall not: (i) use Government Property for any
purpose other than to fulfill the requirements of this Agreement, or (ii) alter theGovernment Property.
The Awardee shall establish and implement property management plans, systems, andprocedures regarding its acquisition of Government Property, its receipt of Government
Property, in addition to, the status, dates furnished or acquired, identification, quantity,
cost, marking, date placed in service, location, inventory and disposition of Government
Property, to include a reporting process for all discrepancies, loss of Government
Property, physical inventory results, audits and self-assessments, corrective actions, andother property related reports as directed by the OTAO.
Upon conclusion or termination of the Agreement, the Awardee shall submit a request in
44DocuSign Envelope ID: 06B7B71D-F369-4C44-A81C-3A0660915B17

writing to the OTAO, for disposition/disposal instructions and shall store Government
Property not to exceed 120 days pending receipt of such instructions. Storage shall be at no
additional cost to the Government unless otherwise noted in the Agreement. The
Government, upon written notice to the Awardee, may abandon any Government Property
in place, at which time all obligations of the Government regarding such Government
Property shall cease.
Awardee Liability for Government Property. “Loss of Government Property” means theloss, damage or destruction to Government Property reducing the Government’s expectedeconomic benefits of the property and includes loss of accountability but does not include
planned and purposeful destructive testing, obsolescence, reasonable wear and tear or
manufacturing defects. THE AWARDEE SHALL BE LIABLE FOR LOSS OF
GOVERNMENT PROPERTY IN AWARDEE’S POSSESSION, EXCEPT WHEN ANYONE OF THE FOLLOWING APPLIES:(I) OTAO GRANTS RELIEF OF RESPONSIBILITY AND LIABILITY FOR LOSS OF
THE PARTICULAR GOVERNMENT PROPERTY; (II) GOVERNMENT PROPERTYIS DELIVERED OR SHIPPED UNDER THE GOVERNMENT’S INSTRUCTIONS;OR (III) GOVERNMENT PROPERTY IS DISPOSED OF IN ACCORDANCE WITH
THE GOVERNMENT’S DIRECTIONS.

45

Attachment 1
INOVIO CELLECTRA DEVICE PORTFOLIO
Docket No.

Country
StatusApplication No.
Filing Date
Patent No.
Issue Date
ELECTRODE ASSEMBLY FOR CONSTANT-CURRENT ELECTROPORATION AND USE
AVSI0010
AT
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
AU
Granted2009251157
23-Dec-20092009251157
09-Aug-2012
AVSI0010
BE
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
03-Apr-2018
AVSI0010
CA
Granted
2,477,870
06-Mar-2003
2,477,870
AVSI0010
CA
Published
2,995,944
22-Feb-2018
AVSI0010
CZ
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
DE
Granted603 51 415.4
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
DK
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
EE
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
EP
Validated
03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
FR
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
GB
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
IT
Granted502018000035329
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
MX
Granted
PA/A/2004/008670
06-Mar-2003
26347906-Jan-2009
AVSI0010
NL
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
PT
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
SG
Granted200405195-9
06-Mar-2003
10674729-Sep-2006
AVSI0010
SK
Granted03717937.1
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
TR
Granted2018/17590
06-Mar-2003
1480720
22-Aug-2018
AVSI0010
TW
Granted92104867
06-Mar-2003
23985521-Sep-2005
AVSI0010
US
Granted10/360,768
07-Mar-2002
7,245,963
17-Jul-2007
AVSI0010
US
Granted11/495,021
28-Jul-2006
7,664,545
16-Feb-2010
AVSI0010
WO
Completed
PCT/US03/06833
06-Mar-2003
ELECTROPORATION DEVICES AND METHODS OF USING SAME FOR ELECTROPORATION OF CELLS IN MAMMALSAVSI0048
AT
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
AVSI0048
AU
Granted2007313203
17-Oct-20072007313203
29-Nov-2012
AVSI0048
BE
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
AVSI0048
CA
Granted
2,666,501
17-Oct-2007
2666501
21-Mar-2017
AVSI0048
CH
Granted11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
CN
Granted201510716613.X
17-Oct-2007
ZL201510716613.X 14-Apr-2020
AVSI0048
CZ
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
AVSI0048
DE
Granted07839621.5
17-Oct-2007
60 2007 056 390.9
03-Oct-2018
AVSI0048
DE
Granted11184546.7
10-Oct-2011
60 2007 056 401.8
03-Oct-2018
AVSI0048
DK
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
AVSI0048
EE
Granted11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
EP
Validated
07839621.5
17-Oct-2007
2066399
03-Oct-2018
AVSI0048
EP
Validated
11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
EP
Published
18198349.5
02-Oct-2018
AVSI0048
ES
Granted11184546.7
10-Oct-2011
2703744
03-Oct-2018
AVSI0048
FI
Granted11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
FR
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
AVSI0048
FR
Granted11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
GB
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
GB
GrantedAVSI0048
HK
Granted09111461.8
08-Dec-20091131756
27-Sep-2019
AVSI0048
HU
Granted11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
IE
Granted11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
IN
Pending
2366/DELNP/2009
17-Oct-2007
AVSI0048
IT
Granted07839621.5
17-Oct-2007
502019000000130
03-Oct-2018
AVSI0048
JP
Granted2009-533358
15-Jun-2009
5439183
20-Dec-2013
AVSI0048
KR
Granted2009-7007847
17-Oct-2007
1421760
15-Jul-2014
AVSI0048
NL
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
AVSI0048
PL
Granted11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
PT
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
AVSI0048
SE
Granted11184546.7
10-Oct-2011
2409727
03-Oct-2018
AVSI0048
SG
Granted201107493-7
12-Oct-2011
17562715-Apr-2013

INOVIO CELLECTRA DEVICE PORTFOLIO
Docket No.
AVSI0048
AVSI0048
AVSI0048
AVSI0048
VGX0148
VGX0148
VGX0148
VGX0148
VGX0148
VGX0148
VGX0148
VGX0148
VGX0148
VGX0149
VGX0149
VGX0149
VGX0149
VGX0149
VGX0149
VGX0149
VGX0149
VGX0149
VGX0149
VGX0150
VGX0150
VGX0150
VGX0150
VGX0150
VGX0150
VGX0150
VGX0150
VGX0150

Country
StatusApplication No.
Filing Date
Patent No.
Issue Date
SK
Granted07839621.5
17-Oct-2007
2066399
03-Oct-2018
TR
Granted07839621.5
17-Oct-2007
2018/21060
03-Oct-2018
US
Granted11/874,072
17-Oct-2007
9,452,285
27-Sep-2016
WO
Completed
PCT/US07/022139
17-Oct-2007
ELECTROPORATION DEVICE WITH DETACHABLE NEEDLE ARRAY WITH LOCK-OUT SYSTEM
CA
Published
3,009,348
30-Dec-2016
CN
Published
201680080899X
30-Dec-2016
EP
Published
16882739.2
30-Dec-2016
HK
Published
191242940
24-May-2019
JP
Published2018-534585
30-Dec-2016
MX
Published
MX/A/2018/008007
30-Dec-2016
PE
Published
1219
30-Dec-2016
US
Published
16/067,481
30-Dec-2016
WO
Completed
PCT/US16/69438
30-Dec-2016
ELECTROPORATION DEVICE WITH IMPROVED SIGNAL GENERATORCA
Published
3,009,347
28-Dec-2016
CN
Published
2016800769478
28-Dec-2016
EP
Published
16882581.8
28-Dec-2016
HK
Published
191201573
27-Feb-2019
JP
Published2018-534062
28-Dec-2016
MX
Published
MX/A/2018/008003
28-Dec-2016
PE
Published1205-2018
28-Dec-2016
RU
Published2018127473
28-Dec-2016
US
Published
16/066,959
28-Dec-2016
WO
Completed
PCT/US16/68940
28-Dec-2016
ELECTROPORATION DEVICE HAVING A BATTERY PACK WITH POWER SWITCHCA
Published
3,009,180
22-Dec-2016
CN
Published
2016800809530
22-Dec-2016
EP
Published
16880117.3
22-Dec-2016
HK
Published
191205277
06-Mar-2019
JP
Published2018-532770
22-Dec-2016
MX
Published
MX/A/2018/007702
22-Dec-2016
PE
Published
1192-2018
22-Dec-2016
RU
Published2018126772
22-Dec-2016
WO
Completed
PCT/US16/68413
22-Dec-2016

Certificate Of Completion
Envelope Id: 06B7B71DF3694C44A81C3A0660915B17

Status: Completed

Subject: Please DocuSign: 200622 Inovio OTA Agreement W911QY-20-9-0013.pdf
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StatusTimestamps

Electronic Record and Signature DisclosureElectronic Record and Signature Disclosure created on: 2/12/2018 11:18:38 AM
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AWARD/CONTRACT
2. CONTRACT (Proc. Inst. Ident.) NO.
W911QY2090016

1. THIS CONTRACT IS A RATED ORDER
UNDER DPAS (15 CFR 700)
3. EFFECTIVE DATE
22 Jun 2020

CODE W911QY

5. ISSUED BYW6QK ACC-APG NATICKCONTRACTING DIVISIONBLDG 1 GENERAL GREENE AVENUE
NATICK MA 01760-5011

7. NAME AND ADDRESS OF CONTRACTORRATING

PAGE OF PAGES
1
8
4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
0011506800-0001

CODE W911QY

6. ADMINISTERED BY (If other than Item 5)
W6QK ACC-APG NATICK
110 THOMAS JOHNSON DR SUITE #240
FREDERICK MD 21702

8. DELIVERY[ ] FOB ORIGIN(No., street, city, county, state and zip code)

INOVIO PHARMACEUTICALS, INC.

(b) (6)[ X ] OTHER(See below)

9. DISCOUNT FOR PROMPT PAYMENT

660 W GERMANTOWN PIKE STE 110
PLYMOUTH MEETING PA 19462-1111

10. SUBMIT INVOICES

ITEM(4 copies unless otherwise specified)

CODE 43MD0
11. SHIP TO/MARK FOR

TO THE ADDRESSSHOWN IN:

FACILITY CODE
CODE

CODE HQ0490

12. PAYMENT WILL BE MADE BY

DEFENSE FINANCE AND ACCOUNTING SERVICEDFAS-INDY VP GFEBS
8899 E 56TH STREETINDIANAPOLIS IN 46249-3800

See Schedule

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN
COMPETITION:] 41 U.S.C. 253(c)()[] 10 U.S.C. 2304(c)() [14. ACCOUNTING AND APPROPRIATION DATA

15A. ITEM NO.

15C. QUANTITY

15B. SUPPLIES/ SERVICES

See Schedule
15D. UNIT

15E. UNIT PRICE

15F. AMOUNTSEE SCHEDULE

15G. TO TAL AMO UNT O F CO NTRACT(b) (4)
16. TABLE OF CONTENTS(X) SEC.
DESCRIPTION
PAGE(S)DESCRIPTION
PAGE(S) (X) SEC.
PART I - THE SCHEDULE
PART II - CO NTRACT CLAUSESXA SOLICITATION/ CONTRACT FORM
1
I CONTRACT CLAUSESXB SUPPLIES OR SERVICES AND PRICES/ COSTS
2PART III – LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACH.
C DESCRIPTION/ SPECS./ WORK STATEMENTJ LIST OF ATTACHMENTS
D PACKAGING AND MARKINGPART IV - REPRESENTATIO NS AND INSTRUCTIO NS
3XE INSPECTION AND ACCEPTANCEREPRESENTATIONS, CERTIFICATIONS ANDK
OTHER STATEMENTS OF OFFERORSXF DELIVERIES OR PERFORMANCE
4X
G CONTRACT ADMINISTRATION DATA
5-8
L INSTRS., CONDS., AND NOTICES TO OFFERORSH SPECIAL CONTRACT REQUIREMENTS
M EVALUATION FACTORS FOR AWARDCONTRACTING OFFICER WILL COMPLETE ITEM 17 (SEALED-BID OR NEGOTIATED PROCUREMENT) OR 18 (SEALED-BID PROCUREMENT) AS APPLICABLE
17. [ ] CONTRACTOR'S NEGOTIATED AGREEMENT
Contractor is required to sign thisdocument and returncopies to issuing office.)
Contractor agrees to furnish and deliver all
items or perform all the services set forth or otherwise identified above and on any continuation
sheets for the consideration stated herein. The rights and obligations of the parties to thiscontract shall be subject to and governed by the following documents: (a) this award/contract,(b) the solicitation, if any , and (c) such provisions, representations, certifications, and specifications,as are attached or incorporated by reference herein.
(Attachments are listed herein.)

19A. NAME AND TITLE OF SIGNER ( Type or print)

18. [] SEALED-BID AWARD (Contractor is not required to sign this document.)

Your bid on Solicitation Number
including the additions or changes made by y ou which additions or changes are set forth in full above, is hereby accepted as
to the terms listed above and on any continuation sheets. This award consummates the contract which consists of thefollowing documents: (a) the Government's solicitation and y our bid, and (b) this award/contract. No further contractual
document is necessary . (Block 18 should be checked only when awarding a sealed-bid contract.)

20A. NAME OF CONTRACTING OFFICER(b) (6)

19B. NAME OF CONTRACTOR

19C. DATE SIGNED 20B. U
BY

BY(Signature of person authorized to sign)
AUTHORIZED FOR LOCAL REPRODUCTION
Previous edition is NOT usable

D STATES OF AMERICA(b) (6)

20C. DATE SIGNED
22-Jun-2020(Signature of Contracting Officer)
STANDARD FORM 26 (REV. 5/2011)
Prescribed by GSA – FAR (48 CFR) 53.214(a)W911QY2090016
Page 2 of 8
Section B - Supplies or Services and Prices

ITEM NO
0001

SUPPLIES/SERVICESQUANTITYUNIT
Job

UNIT PRICEAMOUNT(b) (4)

DNA Vaccine Delivery
COST
Development of an FDA approved next generation electroporation device andarray for DNA Vaccine delivery of INO-4800 against COVID-19, withdemonstrated capability to be produced at a large scale, as well as full automation
for production of the device arrays, in accordance with the Awardee's statement ofwork, incorporated within Appendix A.
FOB: Destination
PSC CD: AN12
ESTIMATED COST

ITEM NO
000101

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICE(b) (4)AMOUNT$0.00

FY 20 Funding
FFP
PURCHASE REQUEST NUMBER: 0011506800-0001

NET AMT
ACRN AA
CIN: GFEBS001150680000001$0.00(b) (4)

W911QY2090016
Page 3 of 8
Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS
Supplies/services will be inspected/accepted at:
CLIN INSPECT AT
0001
Destination
000101 N/A

INSPECT BY
Government
N/A

ACCEPT AT
Destination
N/A

ACCEPT BY
Government
N/A

W911QY2090016
Page 4 of 8
Section F - Deliveries or Performance

DELIVERY INFORMATION
CLIN

DELIVERY DATE

0001

07-MAY-2021

000101 N/A

QUANTITYSHIP TO ADDRESSDODAAC /CAGE

N/A
FOB: Destination
N/A

N/A

N/A

W911QY2090016
Page 5 of 8
Section G - Contract Administration Data
AGREEMENT ADMINISTRATION
A. In no event shall any understanding of agreement, modification, change order, or other matter in deviation fromthe terms and conditions of this agreement between the contractor and a person other than the Agreement Officer be
effective or binding upon the Government. All such actions must be formalized by a proper agreement document
executed by the Agreement Officer.
B. The telephone number and e-mail addresss of the Agreement Officer and Agreement Specialist are:Agreement Officer:(b) (6)(b) (6)

telephone number and e-mail address of the Government Program Manager is:(b) (6)(b) (6)

ACCOUNTING AND APPROPRIATION DATA
AA: 09720202021013000018170552520255
COST CODE: AHPDDAMOUNT: (b) (4)S.0074658.1.1.8

6100.9000021001

ACRN

CLIN/SLINCINAMOUNTAA

000101

GFEBS001150680000001(b) (4)

CLAUSES INCORPORATED BY FULL TEXT
252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)(a) Definitions. As used in this clause—“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit,
activity, or organization.
“Document type” means the type of payment request or receiving report available for creation in Wide Area
WorkFlow (WAWF).
“Local processing office (LPO)” is the office responsible for payment certification when payment certification isdone external to the entitlement system.

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“Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission ofPayment Requests and Receiving Reports.
(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests
and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.2327003, Electronic Submission of Payment Requests and Receiving Reports.
(c) WAWF access. To access WAWF, the Contractor shall—(1) Have a designated electronic business point of contact in the System for Award Management at
https://www.sam.gov; and(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration
available at this web site.
(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training
Course and use the Practice Training Site before submitting payment requests through WAWF. Both can beaccessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.
(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data
Interchange, or File Transfer Protocol.
(f) WAWF payment instructions. The Contractor shall use the following information when submitting payment
requests and receiving reports in WAWF for this contract or task or delivery order:(1) Document type. The Contractor shall submit payment requests using the following document type(s):(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.
(ii) For fixed price line items—(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting
Officer.
____________________________________________________________(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that
require shipment of a deliverable.)(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets therequirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by theContracting Officer.
____________________________________________________________(Contracting Officer: Insert either “Invoice 2in1” or the applicable invoice and receiving report document type(s) for
fixed price line items for services.)(iii) For customary progress payments based on costs incurred, submit a progress payment request.
(iv) For performance based payments, submit a performance based payment request.
(v) For commercial item financing, submit a commercial item financing request.

W911QY2090016
Page 7 of 8(2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in thecontract.
[Note: The Contractor may use a WAWF “combo” document type to create some combinations of invoice andreceiving report in one step.](3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in
applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*
Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC

HQ0490Issue By DoDAAC

W911QY

Admin DoDAAC**

W911QY

Inspect By DoDAAC

W56XNH(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert“See Schedule” or “Not applicable.”)(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the
DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the typeof payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition
Regulation 52.216-7, Allowable Cost and Payment, as applicable.
(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.
(g) WAWF point of contact.
(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s
WAWF point of contact.

(b) (6)(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.
(End of clause)W911QY2090016
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