1 . CONTRACT ID CODEAMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

PAGE OF PAGES

1
2. AMENDMEN17MODIFICA1ION NO.

3. EFFECTIVE DATE

4. REQUISMON/PURCHA SE REQ. NO.

22_mar_2020

F00005
6. ISSUED BY

CODE

5

,

SEE SCHEDULE
7. ADMINISTERED BY (If other than i tem 6)
IAGOKACC-APG NATICK
110 THOMAS JOHNSON DR SUITE:240
FREDERICK MD 21702

W9110YWOOKACC-APG NATICKCONTRACTING DIVISIONBLDG 1 GENERAL GREENE AVENUE
NATICK MA 01760-5A 1

CODE

I W911QY

9A. AMENDMENT OF SOLICITATION NO.

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code)CCOGY B1OSERVICES, INC
NANOTHERAF'EUTICS
13200 NW NANO COURT
ALACHUA FL 32815-WM

CODE

1

5. PROJECT NOMappl icable)

9B. DATED (SEE ITEM 11)

IFACILIT Y CODE

3G0S9

10A. MOD. OF CONTRACT/ORDER NO.

X

W9110Y2090003

X

10B. DATED (SEE ITEM 13)
22-Feb-2020,

II. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above nurrbered solicitation is amended as set forth in Item 14. The hour and date specified far receipt of Or

is extended,

is not extended.

Offer mist acknowledge receipt of this arrendn-ent prior to the hour and date specified in the solicitation or as attended by one of the fallowing rrethods:(a) By completing Iterrs 8 and IS. and returning
copies of the ammdrrent: (b) By acknowledging receipt ofthis arrendrrent on each copy ofthe offer submitted;or (c) By separate letter or telegrarnwhich includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED ATITIE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN
REJECTION OF YOUR OFFER. Ifby virtue of this amendnent you desire to change an offer already subrritted, such change trey be nude by telegramor letter.
provided each telegrarnor letter makes rekrence to the solicitation and this arrendrrent, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)
See Schedule
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS,ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
A. THIS CHANCE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
CONTRACT ORDER NO. IN ITEM 10A.
,
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANCT-S (such as changes in paying
office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
x D. OTHER (Specify type of modification and authority)
In accordance with Article 5 of the Agreement

E. IMPORTANT: Contractor

is not,x

is required to sign this document and return1

copies to the issuing office.
,

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter
where feasible.)
Modification Control Number:
The purpose of this atrendm3nt is to incorporate Ftoject 20-04 under CLN 0004, incorporate incremental funding, and revise Article 14.G. Allother terms and conditions remain the same and in ful force and effect.

Except as provided herein, all terns and conditions of the document rekrenced in Item 9A or 10A. as heretofore changed, renuins unchanged and in full fame and efkct.

15A. NAME AND TITLE OF SIGNER (Type or print)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TEL

15B. CONTRACTOR/OFFEROR

15C DATE SIGNED

BY(Sgnature of person authorized to sign)
EXCEPTION TO SF 30
APPROVED BY OIFtM 11-84

EMAIL

I6B. UNITED STATES OF AMERICA___

16C DATE SIGNED
22-Mar-2020(Signat we of Contracting Officer)
30-105-04

STANDARD FORM 30 (Rev. 10-83)
Prescribed by GSA
FAR (48 CFR) 53.243

W911QY2090003
P00005
Page 2 of 5
SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGESSECTION SF 30- BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

P00005
A. The purpose of this amendment is as follows:a. Paragraph A.1 of modification P00002 is hereby changed from:
1. Project 20-05, Rapid Production of Monoclonal Antibodies as Medical
Countermeasures against COVID-19, Attachment 1, is hereby incorporated into theagreement under CLIN 0002.
To:
1. Project 20-05, Rapid Production of Monoclonal Antibodies as Medical
Countermeasures against COVID-19, Appendix A-2, is hereby incorporated into theagreement under CLIN 0002.
b. The SOW for Project 20-04, Rapid COVID-19 Plasmid Manufacturing for Phase 1 Clinical
Programs, dated 22 Mar 2020, Appendix A-4, is hereby incorporated into the agreement
under CLIN 0004.
c.

The total cost of the agreement is hereby increased byd. SubCLIN 000401 is hereby added to the agreement into incorporate incremental funding
in the amount ofunder ACRN AB.
e.

Article 14.G is hereby replace in its entirety with "Any project order incorporated into
this agreement may be DO C-9 rated order certified for national defense, emergency
preparedness, and energy program use under the Defense Priorities and Allocations
System (DPAS) (15 CFR700), and the Awardee will be required to follow all of therequirements of this regulation.

f.

Projects 20-01, 20-02, 20-03, and 20-04 are hereby rated DO C-9 in accordance with
Article 14.G.

B. The parties hereby agree that changes effected by this amendment constitute both theconsideration and the equitable adjustment due under any Article in this agreement resulting
from the incorporation of Project 20-04.
C. All other terms and conditions remain the same and in full force and effect.

W911QY2090003
P00005
Page 3 of 5

The following have been modified:

P00004

ITEM NO
000301

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT$0.00

GFY 2020 Funding
CPFF
Project 20-03
PURCHASE REQUEST NUMBER: 0011473355
ESTIMATED COST
FIXED FEETOTAL EST COST + FEE
ACRN AC
CIN: GFEBS001147335500001

SECTION A - SOLICITATION/CONTRACT FORM

The total cost of this contract was increased by

SECTION B - SUPPLIES OR SERVICES AND PRICES
CLIN 0004 is added as follows:

$0.00

$0.00
$0.00

W911QY2090003
P00005
Page 4 of 5
ITEM NO
0004

SUPPLIES/SERVICESQUANTITYUNIT
Job

UNIT PRICEAMOUNT

PROJECT 20-04: COVID DNA
CPFF
Project 20-04: Rapid COVID-19 Plasmid Manufacturing for Phase 1 Clinical
Programs labor, materials, equipment and associated allowable costs delineatedthe in Statment of Work entitled, "Procurement, Commissioning and
Qualification of Two 300 L Single-Use Fermentors at the DoD ADM Facility,"
hereby incorporated into the Agreement as Appendix A-4.
The project level Agreements Officer Representative shall be the Government's
representative on technical matters related solely to this project.
The project level AOR does not supersede the roles and duties of the Agreement
AOR. The Project AOR's contact Information is below:
Name:

FOB: Destination
PSC CD: AN14
ESTIMATED COST
FIXED FEETOTAL EST COST + FEE

SUBCLIN 000401 is added as follows:
ITEM NO
000401

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT$0.00

FY 20 Funding
CPFF
PURCHASE REQUEST NUMBER: 0011474201
ESTIMATED COST
FIXED FEE

$0.00
$0.00
$0.00

TOTAL EST COST + FEE
ACRN AB
CIN: GFEBS001147420100001

SECTION E - INSPECTION AND ACCEPTANCE
The following Acceptance/Inspection Schedule was added for CLIN 0004:
INSPECT AT
INSPECT BY
ACCEPT AT
Destination
Government
Destination

ACCEPT BY
Government

The following Acceptance/Inspection Schedule was added for SUBCLIN 000401:
INSPECT AT
INSPECT BY
ACCEPT AT
N/A
N/A
N/A

ACCEPT BY
N/AW911QY2090003
P00005
Page 5 of 5

SECTION F - DELIVERIES OR PERFORMANCE
The following Delivery Schedule for CLIN 0004 has been added:
DELIVERY DATEQUANTITY

31-MAR-2022

SHIP TO ADDRESSDODAAC /CAGE

N/A
FOB: Destination

SECTION G - CONTRACT ADMINISTRATION DATA
Accounting and Appropriation
Summary for the Payment Office
As a result of this modification, the total funded amount for this document was increased by

SUBCLIN 000401:
Funding on SUBCLIN 000401 is initiated as follows:
ACRN: AB
CIN: GFEBS001147420100001
Acctng Data: 09720202021013000018170446463252
Increase: rom
Total: b)
Cost Code: AHPII(End of Summary of Changes)

S.0025760.7.5.1

6100.9000021001

10 USC 2373 AGREEMENTBETWEEN
Ology Bioservices, Inc. (Awardee or Contractor)
13200 NW Nano Court
Alachua, FL 32615
And
NATICK CONTRACTING DIVISION (Government)
110 Thomas Johnson Dr.
Frederick, MD 21702
Effective Date: 21 Feb 2020
Agreement No.: W911QY-20-9-0003
Total Amount of the Agreement:

Ology Bioservices, Inc.

Government

UMt 2020.02.21 100/Jo -0505

Signature

Signature

Printed Name
Senior VP, Government Contracts
Title
21 February 2020
Date

Printed Name
Agreements Officer
Title
21 Feb 2020

Date

ARTICLE 1. Scope.
A. This 10 U.S.C. § 2373 Agreement (the "Agreement") is entered into 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. § 2373 and is not a
procurement contract governed by the Federal Acquisition Regulation (FAR), a grant,cooperative agreement, or 10 U.S.C. § 2371(b) other transaction agreement. The FAR andthe Defense Federal Acquisition Regulation Supplement (DFARS) apply only as
specifically referenced herein. This Agreement is not intended to be, nor will it beconstrued as, forming, by implication or otherwise, a partnership, a corporation, or otherbusiness organization. This Agreement is not subject to the Bayh-Dole Act, 35 U.S.C.
§§ 200-212.
B. The 2018 National Defense Authorization Act (NDAA) amended 10 U.S.C. § 2358 to
add 10 U.S.C. § 2373 as "authorized means" of Defense contracting for research anddevelopment projects (Pub. L. 115-91, div. A, title VIII, § 862, Dec. 12, 2017, 131 Stat.
1495) and expressed a preference for use of 10 U.S.C. § 2373 for certain contracting
actions: "In the execution of science and technology and prototyping programs" (Pub. L.
115-91, div. A, title VIII, § 867, Dec. 12, 2017, codified at 10 U.S.C. § 2371 note).
C. This Agreement meets all criteria necessary for 10 U.S.C. § 2373 contracting actions.
Consistent with the stated purpose of the statute, the Parties agree that scope and theultimate purpose of this Agreement is to acquire chemical activity and medical supplies
and designs thereof necessary for experimental or test purposes in the development of thebest supplies needed for national defense. Examples of supplies for purposes of thisAgreement include manufacturing platforms, compounds, drug product, drug substance,
conformance lots, optimized products, shakedown/engineering/ development runs,
equipment, and materials. All supplies purchased for testing and experimental purposes
under this Agreement are necessary to develop the best supplies for national defense, suchas Food and Drug Administration (FDA) licensed vaccines and therapeutics.
D. This Agreement will facilitate multiple projects for development of specific supplies
required by the Government within the scope of the Agreement as described herein, each ofwhich will be described in a Statement of Work (SOW).
E. Each project facilitated by this Agreement, will produce quantities of supplies that arenecessary for experimentation and technical evaluation of those supplies only. Any projectwith multiple SOWs shall not, in the aggregate, exceed the quantity necessary forexperimentation and technical evaluation. All SOWs executed under this Agreement shallbe within the scope of the Agreement as described herein. The Parties agree that thisAgreement is not intended to, and does not authorize purchase of chemical activity andmedical supplies and designs thereof in quantities greater than those necessary forexperimental or test purposes in the development of the best supplies needed for national
defense. Accordingly, the requirements of 10 USC Chapter 137 are not applicable to thisAgreement or any SOW issued hereunder.

2

The ADMF was built to thespecification of the Department of Defense to be biosafely level 3, who continue to own the
Government Equipment within the ADMF that is critical for the safety of the employees,functionality of the building and success of the government projects.
G. In consideration of the guaranteed minimum amount established under this Agreement, theAwardee will provide research and development to complete the deliverables described in eachorder's Statements of Work up to the stated maximum. The minimum amount of thisAgreement shall be $1,000,000.00 for the Term and the maximum amount of this Agreement
shall be $90,000,000.00 for the Term.
ARTICLE 2. Term and Termination.
A. Term: The Term of this Agreement commences upon the Effective Date and extends
for a period of six (6) years (the Term). SOWs may be incorporated at any time during theTerm and the delivery date of any such SOW may extend beyond the end of the Tenn.
B. Termination for Convenience: The Government may terminate this Agreement for any
or no reason by providing at least one hundred eighty (180) calendar days' prior written
notice to the Awardee. The Government and Awardee will negotiate in good faith areasonable and timely adjustment of all outstanding issues between the Parties as a resultof termination by the Government for convenience, consistent with the terms of thisAgreement. Termination of this Agreement will not impact ongoing projects which wereawarded prior to the notice of termination under this Agreement.
C. Termination for Cause: If the Awardee materially fails to comply with the provisions of
this Agreement, the Agreement Officer (AO), after issuance of a cure notice and failure of
the Awardee to cure the defect within thirty (30) calendar days or the time allowed by the
AO after Awardee's receipt of the cure notice, whichever is longer, may take one or moreof 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, including thetermination of one or more SOWs issued under this Agreement,(iv) withhold further funding,(v) require Awardee to pay repurchase costs as defined in Article 2C1, Repurchase
Against Contractors Account, or(vi) take any other legally available remedies.

1. Repurchase Against Contractors Account.
a. When the supplies are still required after termination, the AO shall repurchase thesame or similar supplies against the Contractor's account as soon as practicable. The
AO shall repurchase at as reasonable a price as practicable, considering the quality
3and delivery requirements. The AO may repurchase a quantity in excess of theundelivered quantity terminated for cause when the excess quantity is needed, but
excess cost may not be charged against the Contractor for more than the undelivered
quantity terminated for cause (including variations in quantity). The AO will make adecision whether or not to repurchase before issuing the termination notice.
b. If repurchase is made at a price over the price of the supplies 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 or decreases in other costs such as transportation,
discounts, etc. If the Contractor fails to make payment, the AO shall follow theprocedures in FAR subpart 32.6 for collecting contract debts due the Government.

2. Termination for Cause Procedures.
If this Agreement is terminated for Cause in whole or in part, Awardee will grant theGovernment a non-exclusive, paid up, perpetual license to the patents and documentationnecessary for the purpose of continuing development of all deliverables that were subject
to the termination. Additionally, the Awardee shall provide the U.S. Government or its
designee with a non-exclusive, paid up, license to any patent, copyright, technical data or
regulatory information directly related to those terminated deliverables to permit the U.S.
Govermnent to pursue commercialization of the technology with a third party, on terms tobe agreed between the Parties and subject to rights 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 thisAgreement, on terms to be agreed between Awardee and such third party. This clause willsurvive 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 terms of thisAgreement.

D. Survival: Except as noted in Article 2.C., 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 to and protection ofIntellectual Property and Proprietary Information), and product support obligations shallsurvive the expiration or termination of this Agreement.
ARTICLE 3. Project Management.
A. Program Governance: The Awardee is responsible for the overall management of the
project development program and related program decisions. The Government will havecontinuous involvement with the Awardee concerning SOW's directly associated with thisAgreement. The Awardee shall provide access to project results in accordance with theAwardee's Project Timeline located in Appendix A.

4

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

Primary Project Manager:

Awardee Project Managers:
Alternate Pro ect

lanager:

Government Project Managers (GPM'):
Primary Project Manager:
Alternate Project Manager:

I
I

I
I

C. Key Personnel: The Contactor's organization shall be established with authority toeffectively complete the deliverables. This organization shall become effective upon
execution of this Agreement and its integrity shall be maintained until the deliverable(s)is/are accepted by the Government. The key personnel listed in the applicable SOW areconsidered to be critical to the successful performance of this Agreement. Prior to
replacing these key personnel, the Awardee shall provide written notification to the AO.
The Awardee shall demonstrate that the qualifications of the proposed substitute personnel
are generally equivalent to or better than the qualifications of the personnel being
replaced.
D. Subcontract Approval: Modifications to subcontracts and/or new subcontracts under
this Agreement that could reasonably impact the technical approach proposed andaccepted by the Government require the approval of the AO prior to being executed.
ARTICLE 4. Agreement Administration.
In no event shall any understanding or agreement, modification, change order, or othermatter in deviation from the terms of this agreement between the Awardee and a person
other than the Agreement Officer be effective or binding upon the Government. All suchactions must be formalized by a proper written contractual document executed by theAgreement Officer and Awardee Representative.

5

Government Representatives:
Agreements Officer (AO)

Agreement Specialists (AS)Awardee Representatives:

ARTICLE 5. Performance Objectives and Changes.
A. Statement of Work (SOW): The SOW, Appendix A, describes the scope of activities
that will be undertaken by the Awardee pursuant to separately issued orders issued forspecific requirements within the Scope of the Agreement (the "Orders"). Orders shall be
issued as modifications to this Agreement. Each Order shall incorporate additional SOWs.
In consideration of Government funding under this Agreement, the Awardee will provide
research and development to complete the deliverables described in each SOW, which areincorporated herein and attached hereto as Appendix A. The first SOW shall be Appendix
A-1, the next Appendix A-2, the next Appendix A-3, etc.
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 theproject objectives. Recommendations for modifications, including justifications to
support any changes to the SOW, will be documented in a letter and submitted byAwardee to the GPM with a copy to the AO. 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 this6Agreement is formally revised by the AO 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 AO will be responsible for the review andverification of any recommendations to revise or otherwise modify the Agreement, theSOW, or other proposed changes to the terms and conditions of this Agreement.
D.Government Changes. The Government may issue unilateral, within scope changes to thework called for under this Agreement, which the Awardee shall perform pending finalizationof the Agreement's modification reflecting the change and associated costs. The Awardee will
be reimbursed for costs incurred that are reasonable, allowable and allocable to the work
performed as required by the Government's mandated change. In addition, the Government
may unilaterally make minor or administrative no-cost agreement modifications (e.g., changes
in the paying office or appropriation data, changes to Contractor personnel proposed byContractor, 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 thisAgreement will be referred to the AO.
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 to Government
Property shall be incorporated through Appendix C.
H. Disputes: For any disagreement, claim, or dispute arising under this Agreement, theparties shall communicate with one another in good faith and in a timely and cooperative
manner. Whenever disputes, disagreements, or misunderstandings arise, the parties shallattempt to resolve the issue by discussion and mutual agreement as soon as practicable.
Failing resolution by mutual agreement, the aggrieved party shall request a resolution inwriting from the AO. The AO will review the matter and render a decision in writing. Anysuch decision is final and binding. In the event of a decision, within (60) calendar days of
the referral for review (or such other period as agreed upon by the parties), 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 to explore and establish
and Alternate Disputes Resolution procedure to resolve this dispute.
I. Quality Agreement. A Quality Agreement will be developed separately for each Order
exercised under this Agreement.

ARTICLE 6. INSPECTION/ACCEPTANCE
A. Inspection: The Government has the right to inspect and test all work called for by theapplicable SOW during the period of performance. The Government or its designee, including
7

employees and contractors of the FDA, may inspect the areas of premises of the Awardee or
any subawardee that are specifically designated to the performance of the work under theapplicable SOW. Inspections and testing will be requested and scheduled between the
Government Project Manager (or its designee) and Awardee Project Manager. The
Government shall perform inspections and tests in a manner that will not unduly delay thework, and during an agreeable time and date for both the Government and Awardee(subawardee). If the Government performs any required inspection or test on the premises of
the Awardee or a subawardee, the Awardee shall furnish and shall require subawardees tofurnish, at no increase in price, all reasonable facilities and assistance for the safe andconvenient performance of these duties. Except as otherwise provided in the Agreement, theGovernment shall bear the expense of Government inspections or tests made at other than theAwardee's or subawardee's premises.
B. The Government shall inspect/accept or reject the work after completion/delivery, unlessotherwise specified in the Agreement. Work is nonconforming when it is defective in material
or workmanship or is otherwise not in conformity with Agreement requirements. The
Government has the right to reject nonconforming work. Inspection/Acceptance of thedeliverable(s) performed at Awardee's facility shall not exceed 120 days after completion The
Government waives the right to reject nonconforming work should it fail to notify theAwardee within the 120 days of delivery, unless otherwise specified in the applicable SOW.
Acceptance of the work shall be conclusive. The Government shall notify the Awardee, andseparately negotiate storage of a deliverable, if storage of the work is anticipated to exceed 120
days.
ARTICLE 7. Financial Matters
This is an expenditure-based agreement. The payments provided under this Agreement are
intended to compensate the Awardee on a cost basis for performance under thisAgreement. The Awardee shall provide its best efforts to complete a project based on theestimated cost.
A. Payment. Payments are based on amounts generated from the Awardee's financial or
cost records. The Awardee shall be reimbursed for each element identified in the awarded
cost proposal as set forth in Appendix B. The schedule is predicated upon the
Government's fiscal year, which begins on October 1 of each calendar year, and ends on
September 30 of the subsequent calendar year.
B. Obligation. Under no circumstances shall the Government's financial obligation exceed
the amount obligated in this Agreement or by amendment to the Agreement. The
Govermnent may incrementally fund this agreement. The amount of Government funds
obligated by this Agreement and available for payment is set forth in the Line of
Accounting and Appropriation, or subsequent amendments providing incremental funding.
C. The Government is not obligated to provide payment to the Awardee for amounts inexcess of the amount of obligated funds allotted by the Government.
D. The Government shall pay the Awardee, upon submission of proper invoices, the prices
stipulated in this Agreement for work delivered or rendered and accepted, less any
8deductions provided in this Agreement. Unless otherwise specified, payment shall bemade upon acceptance of any portion of the work delivered or rendered for which a priceis separately stated in the Agreement. Payments processed in WAWF and should be madewithin thirty (30) calendar days of receipt of a request for payment.
E. WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS(a) Definitions.
Department of Defense Activity Address Code (DoDAAC) is a six-positioncode 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 the entitlement system.
(b) Electronic invoicing. The WAWF system is the method to electronically process
vendor payment requests and receiving reports, as authorized by DFARS 252.2327003, Electronic Submission of Payment Requests and Receiving Reports.
(c) WAWF access. To access WAWF, the Awardee shall (i) have a designatedelectronic business point of contact in the System for Award Management at
https://www.acquisition.gov; and (ii) be registered to use WAWF at
https://wawf.eb.mil/ following the step-by-step procedures for self-registration
available at this website.
(d) WAWF training. The Awardee 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 be accessed by selecting the"Web Based Training" link on the WAWF home page at https://wawf.eb.miU.
(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 Awardee must use the following information
when submitting payment requests and receiving reports in WAWF for thiscontract/order:(1) Document type. The Awardee shall use the following document type:
Invoice and Receiving Report (Combo)(2) Inspection/acceptance location. The Awardee shall select the following
inspection/acceptance location(s) in WAWF, as specified by the contracting
officer.

9(3) 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

Data to be entered in WAWF

Pay Official DoDAAC
Issue By DoDAAC
Admin DoDAAC
Inspect By DoDAAC
Ship To Code(b) (4)(b) (4)(4) Payment request and supporting documentation. The Awardee shall ensure apayment request includes appropriate contract line item and subline item
descriptions of the work performed or supplies delivered, unit price/cost perunit, fee (if applicable), and all relevant back-up documentation in support ofeach payment request.
(5) 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.

(g) WAWF point of contact.
(1) The Awardee may obtain clarification regarding invoicing in WAWF fromthe following contracting activity's WAWF point of contact.
(2) For technical WAWF help, contact the WAWF helpdesk at
866-618-5988.

F. Comptroller General Access to Records. To the extent that the total Government
payments under this Agreement exceed $5,000,000, the Comptroller General, at its
discretion, shall have access to and the right to examine records of any Party to theAgreement or any entity that participates 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 participates in the performance of theAgreement, or any subordinate element of such Party or entity, that has not entered into
any other agreement (contract, grant, cooperative agreement, or "other transaction") that10

provides for audit 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 theordinary course of business or pursuant to a provision of law. The terms of this paragraphshall be included in all sub-agreements to the Agreement other than sub-agreements with acomponent 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. Reserved

ARTICLE 9. Intellectual Property Rights
The Parties agree that the terms in this Article apply generally to this Agreement, and thatthe terms may be modified in any SOW issued under this Agreement by mutual agreementof the Parties. If a SOW does not address intellectual property rights, the terms of this
Article will govern intellectual property rights related to that SOW. To the extent there isany conflict between this Article and the intellectual property rights provision contained in
a SOW, the terms of the SOW shall control.
A. Background Intellectual Property and Materials. The Awardee and the Government
each retain any intellectual property (IP) rights to their own materials, data, technology,
information, documents, or know-how—or potential rights, such as issued patents, patentapplications, invention disclosures, or other written documentation—that exist prior to
execution of this Agreement or are developed outside the scope of this Agreement("Background IP"). Additionally, no party to this Agreement will enter into an agreementwith any manufacturer or other third party whereby the third party will obtain rights inAgreement Inventions or Study Data, as those terms are defined in this Agreement, absent
the mutual consent of the parties to the awarded contract.
B. Definitions. For purposes of this agreement, an "Agreement Invention" is any
invention, regardless of whether it is not patentable, or is patentable under U.S. patent law
that is conceived or first reduced to practice under this Agreement.
C. Awardee's Background IP. Prior to the issuance of any SOW, Awardee shall disclose
Background IP which contain claims that are related to research contemplated under the
SOW, and shall provide identifying information to the Government. No license(s) to any
patent applications, issued patents, or Background IP shall be granted under thisAgreement, and are specifically excluded from the definitions of "Agreement Invention"
contained in this Agreement.
D.Patent indemnity. The Awardee shall indemnify the Government and its officers,
employees and agents against liability, including costs, for actual or alleged direct orcontributory infringement of, or inducement to infringe, any United States or foreign
patent, trademark or copyright, arising out of this Agreement, provided the Awardee isnotified of such claims and proceedings as soon as practicable by the Government of thesuit or action alleging such infringement and shall have been given such opportunity as is11

afforded by applicable laws, rules, or regulations to participate in its defense. Further, thisindemnity shall not apply toAn infringement resulting from compliance with specific written instructions of the AO
directing a change in the supplies to be delivered or in the materials or equipment to be
used, or directing a manner of performance of the contract not normally used by theContractor; An infringement resulting from addition to or change in supplies orcomponents furnished subsequent to delivery or performance; or a claimed infringementthat is unreasonably settled without the consent of the Contractor, unless required by final
decree of a court of competent jurisdiction.
E. Patent Prosecution. Awardee agrees to take responsibility for the preparation, filing,prosecution, and maintenance of any and all patents and patent applications listed asAwardee Background IP that are relevant to work performed under this Agreement.
Awardee shall keep the Government 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 Agreement 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 10 shall restrict the Government in its preparation, filing, prosecution andmaintenance of a patent or patent application covering an Agreement Invention.
F. Patent Enforcement. Awardee will have the first option to enforce any patent rights
covering an Agreement Invention owned jointly by the Parties or solely by Awardee, atAwardee's expense. If Awardee chooses not to exercise this option, the Government may
enforce patent rights covering a joint Agreement Invention only with Awardee's priorwritten approval.
G. Ownership. Ownership of any invention, regardless of whether it is not patentable, oris patentable under U.S. patent law that is conceived or first reduced to practice under thisAgreement (Agreement Invention) will follow inventorship in accordance with U.S. patentlaw. The Bayh-Dole Act, 35 U.S.C. §§ 200-212 does not apply to this Agreement and, assuch, title to Agreement Inventions will accrue to the inventor or inventor-organization.
The Parties represent and warrant that each inventor will assign his or her rights in any
such inventions to his or her employing organization. If either an Awardee employee or a
Govermnent employee makes a sole Agreement Invention, the entire rights to that
Agreement Invention will be respectively assigned to the Awardee or the Government. If
an Awardee employee and a Government employee jointly make an Agreement Invention,
it will be owned jointly by the Awardee and the Government. Ownership of Agreement
Inventions made in whole or in part with subawardee employees, including employees ofother components of the Government, will be determined solely pursuant to an agreement
between the Awardee and the applicable subawardee.
H. Patent Applications. The Parties will respectively have the option to file a patentapplication claiming any Agreement Invention made solely by their respective employees.
The Parties will consult with each other regarding the options for filing a patentapplication claiming a joint Agreement Invention. Within thirty (30) calendar days of
being notified of the discovery of an Agreement Invention or filing a patent application
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covering an Agreement Invention, each Party will provide notice of such discovery or
filing to the other Party. The Parties will reasonably cooperate with each other in the
preparation, filing, and prosecution of any patent application claiming an Agreement
Invention. Any Party filing a patent application will bear expenses associated with filingand prosecuting the application, as well as maintaining any patents that issue from theapplication, unless otherwise agreed by the Parties.
I. Licenses. For each Agreement Invention made solely by the Awardee, the Government
will receive a non-exclusive, worldwide, transferable, paid-up, royalty-free, irrevocable
license to practice the invention and the right to sublicense same to third parties to practicethe invention for any Government purpose, including but not limited to continuingresearch and development related to the Agreement Invention, and eventual regulatory
approval and commercialization thereof. The Government will receive a right of firstrefusal for an exclusive license to the Agreement Invention, subject to no less than all
royalty rate based on gross royalty revenue received by the Government. For any
Agreement Invention made solely by the Government, the Awardee will receive a nonexclusive, worldwide, transferable, paid-up, royalty-free, irrevocable license to practice
the Agreement Invention or allow a third party to practice the invention for any purpose.
The Awardee will receive a right of first refusal for an exclusive license to the Agreement
Invention for purposes of FDA licensure of the technology described herein for theindication described herein, subject to a termination terms substantially similar to theevents described in Section 11(e) below.
J. Awardee shall report any Agreement Inventions to the Government within 60 days ofthe time it was conceived or first reduced to practice under this Agreement. Executive
Order No. 9424 of 18 February 1944 requires all executive Departments and agencies of
the Government to forward through appropriate channels to the Commissioner of Patents
and Trademarks, for recording, all Government interests in patents or applications forpatents.

ARTICLE 10. Data Rights.
The Parties agree that the terms in this Article 10 apply generally to this Agreement, andthat the terms may be modified in any SOW issued under this Agreement by mutual
agreement of the Parties. If a SOW does not address data rights, the terms of this Article
10 will govern data rights related to that SOW. To the extent there is any conflict between
this Article 11 and the data rights provision contained in a SOW, the terms of the SOW
shall control.
A. For purposes of this Agreement, "Study Data" is all data generated in connection withthe performance of the studies under this Agreement. Study Data shall be owned by theAwardee. The U.S. Government shall have 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 is defined in
DFARS 252.227-7013(a)(16). The Government may, under a separate agreement or bymodification to this Agreement, obtain any rights to use or disclose the Awardee's
13material or data to the extent that such material or data was produced outside the scope of
this Agreement.
Notwithstanding the above, as a result of this Agreement, the Government shall obtain"Unlimited rights," as this term is defined in DFARS 252.227-7013(a)(16) specific to any
Study Data generated under, and as a result of this Agreement.
B. The Awardee agrees to retain and maintain in good condition until five (5) years after
completion or termination of this Agreement, all Study Data generated under thisAgreement. In the event of exercise of the Government's rights as potentially granted
under paragraph 2.C, the Awardee agrees to deliver at no additional cost to theGovernment, all Study Data, in Awardee's possession and developed under thisAgreement, necessary to deliver the supplies identified on the particular SOW within sixty(60) calendar days from the date of the written request.
C. Marking of Data: The Awardee will mark any Study Data delivered under thisAgreement with the following legend:"Use, duplication, or disclosure is subject to the restrictions as stated in Agreement No.
W911QY-20-9-XXXX between the Government and the Awardee."
Any rights that the Awardee or the Government may have in Study Data delivered under
this Agreement, whether arising under this Agreement or otherwise, will not be affectedby 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 than unlimited rights shall beidentified with reasonable specificity and particular rights granted (Government Purpose,
Limited or Restricted (all as defined in DFARS 252.227-7013)) in a data rights assertions
list supplied to the Government, for review and evaluation, prior to entering into theagreement for the applicable SOW. All other Technical Data and Software developed
under funding of this Agreement shall be delivered with unlimited rights as provided forwithin this Article.

ARTICLE 11. Regulatory Rights.
The Parties agree that the terms in this Article 11 apply generally to this Agreement, andthat the terms may be modified in any SOW issued under this Agreement by mutual
agreement of the Parties. If a SOW does not address regulatory rights, the terms of this
Article 11 will govern regulatory rights related to that SOW. To the extent there is any
conflict between this Article 11 and the data rights provision contained in a SOW, theterms of the SOW shall control.
This Agreement may include research with one or more investigational drug, biologic or medical
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. Subject to further
negotiation between the parties and set forth in the SOW, the Contractor may serve as the14

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 research under thisagreement. The Sponsor of the Regulatory Application to FDA (as the 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.
With respect to any products regulated by the FDA, the Contractor agrees to the following:a. The Contractor shall provide to the Government all data, including top-line summaries
and key conclusions from all studies, supporting the regulatory filing and commercial
approval to the extent that such data, summaries, and conclusions are funded under thisAgreement. In addition, the Contractor 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 Contractor shall reasonably consider any comments
provided by the Government, and prior to submission shall provide notification to theGovernment of any additional edits or revisions. The Contractor shall keep theGovernment reasonably apprised of planned FDA meetings and post-meeting outcomes
relating to activities funded under this Agreement.
b. Communications. The Contractor shall provide the Government with allcommunications and summaries thereof, both formal and informal, to or from FDA
regarding the regulatory submissions subject to this Agreement and ensure that theGovernment representatives are invited to participate in any formal Sponsor meetings
with the FDA. The Contractor 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 Contractor has 48 hour advance notice of such Sponsor meetingfrom the FDA prior to the scheduled meeting time.
c. Non-compliance with section (b) may result in termination of the agreement.
d. Product Development Failure. Certain product development failures may trigger certain
remedies in Section "e." below for the Government advanced developer funding thedevelopment of the work contemplated in the applicable SOW. This remedy is notavailable to the Government for any cause outside of the following:(i) if this agreement is terminated for nonperformance; or(ii) the Contractor gives notice, required to be submitted to the Government no later
than 30 business days, of any formal management decision to terminate thisproduct development effort pre-market or to file for Federal bankruptcy
protection.
e. If any of the product development failures listed in section "d" occur, the Contractor,
upon the request of the Government:(i) shall transfer possession, ownership and sponsorship or holdership of any
Regulatory Application (including any associated expedited review designation,priority review voucher, or marketing exclusivity eligibility or award), regulatory
correspondence, and supporting regulatory information related to the Technology
to the Government or its designee;
15

(ii) shall inform FDA of the transfer of sponsorship or holdership of the Regulatory
Application transferred under section (e)(i) above; and(iii) shall negotiate in good faith a non-exclusive license, at customary industry rates
and under reasonable terms and conditions, to any patent, copyright or otherintellectual property owned or controlled by the Contractor, developed prior to or
outside the scope of this agreement, or any technical data that is necessary for theGovernment to pursue commercialization of this technology with a third party forsale to the Government or otherwise.
f. This clause will survive the acquisition or merger of the Contractor by or with a third
party. This clause will also be included in any subcontracts/sub agreements relating to
the development of the Technology. This clause will survive the expiration of thisagreement.

ARTICLE 12. Foreign Access to Data.
Export Compliance: The Parties will comply with any applicable U.S. export control
statutes or regulations in performing this Agreement.

ARTICLE 13. Scientific Publications and Press Releases.
A. The Parties shall jointly agree on a publication plan for the data derived from studies
executed under this Agreement (such data to be considered New Data). 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 Monthly Progress
Reports, the Awardee will share the publication plan with the Government.
B. The Parties will jointly develop each abstract or manuscript and agree on the authorshipand the content of the final draft to be submitted; provided that authorship for each
abstract and manuscript will be determined based on whether a particular individual madea significant contribution to the conceptualization, 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_conduct/guidelines-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, and shall 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 tomeet publication submission deadlines. Review periods are twenty (20) calendar days formanuscripts. 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 New 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 advanceof its publication. Other parties, if any, contributing to the studies, will have review rights
and will be appropriately accredited in the press release. For data generated in studies
16executed by Awardee outside the scope of this Agreement, the Awardee, at its sole
discretion, may issue a press release related to such data.
ARTICLE 14. Miscellaneous Clauses.
A. No Consent. Nothing in the terms of this Agreement constitutes express or implied
Government authorization and consent for Awardee or its subawardee(s) to utilize,
manufacture or practice inventions covered by United States or foreign patents in theperformance of work under this Agreement.
B. Patent Infringement. Each Party will advise the other Party promptly and in reasonable
written detail, of each claim or lawsuit of patent infringement based on the performance of
this Agreement. When requested by either Party, all evidence and information inpossession 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 other Party 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 thepossibility of such damages.
D. Disclosure of Information. Subject to Articles 10 and 11, the Awardee shall not releaseto anyone outside the Awardee's organization any unclassified information, regardless of
medium (e.g., film, tape, document), pertaining to any part of this Agreement or any
program related to this Agreement, unless (i) the Agreements Officer has given priorwritten approval or (ii) the information is otherwise in the public domain before the dateof release.
E. Force Majeure. Neither Party will be liable to the other Party for failure or delay inperforming its obligations hereunder if such failure or delay arises from circumstances
beyond the control and without the fault or negligence of the Party (a Force Majeure
event). Examples of such circumstances are: authorized acts 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 tominimize delay or damages caused by unforeseeable events.
F. Severability. If any provision of this Agreement, or the application of any suchprovision to any person or set of circumstances, is determined to be invalid, unlawful, voidor unenforceable to any extent, the remainder of this Agreement, and the application ofsuch 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 andwill continue to be valid and enforceable to the fullest extent permitted by law.
G.Priority Access.
1) Defense Priority and Allocations Requirements. This Agreement, and each Order placed
under this Agreement may be a rated order certified for national defense and emergency
17

preparedness, and the Contractor shall follow all requirements of the Defense Priorities andAllocations System (DPAS) regulation (15 CFR 700).

2) Reserved.
H. Assignment. Awardee shall not engage in any sale, transfer, merger or acquisition thatwould require novation in accordance with FAR 42.1204(a) without the prior written consent of
the AO, which shall not be unreasonably withheld. Once the transfer is complete, novation
shall be governed by FAR 42.1204, which is hereby incorporated by reference. Awardee may
engage in a sale, transfer, merger or acquisition that does not require a novation in accordancewith FAR 42.1204(b) without the written consent of the Government, provided that theAwardee provides a written agreement evidencing the assignee's intent to continue work within
the Agreement Scope and obligate itself to the terms and conditions of this Agreement.
I. Foreign Investment. In addition to the requirements above in subsection (H), prior to theclose of any "covered transaction," as that term is defined by 50 U.S.C. 4565(a)(4), Contractor
shall make a voluntary submission of information related to the covered transaction to theCommittee on Foreign Investment in the United States ("CFIUS"). The CFIUS package shallbe submitted to the AO for review and comment 10 business days in advance of Contractor's
voluntary submission to CFIUS. For the purposes of determining whether a transaction is a"covered transaction," the parties acknowledge that the ADM Facility is "critical infrastructure"that, during the term of this Agreement, may be used to produce "critical technologies" insupport of "national security," as those terms are defmed in 50 U.S.C. 4565(a). Contractor
agrees to follow any recommendations issued throughout the CFIUS process, including any
determinations with respect to permissibility of the transaction.

K.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. Unless explicitly stated,
the Parties do not intend that this Agreement be subject to the Federal Acquisition
Regulation either directly or indirectly or by operation of law. When a specific FAR
requirement is incorporated by reference in this Agreement, the text of the clause alone
will apply without application or incorporation of other provisions of these regulations.
L. Order of Precedence. In the event of a conflict between the terms of this Agreement
and the attachments incorporated herein, the conflict shall be resolved by giving
18

precedence in descending order as follows: (i) each SOW as included in Appendix A, (ii)the Articles of this Agreement, and (iii) other Appendices to the Agreement.

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4()logy Bioservices, Inc.

NATICK CONTRACTING DIVISION

BY:

BY:

NAME:

NAME:

TITLE:
DATE:

Senior VP, Government Contracts

21 February 2020

TITLE:
DATE:

Page 10 of 11

Agreements Officer

21 Feb 2020

(b) (4)Page 11 of 11

Appendix B
Project Schedule Payment Schedule
The Government shall pay the Contractor, upon the submission of proper invoices or vouchers
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 work. The
Awardee must maintain a financial system capable of identifying costs applicable to thisAgreement, compliant with Cost Principles (48 CFR Part 31). An invoice will be submitted
through Wide Area Work Flow (WAWF) in accordance with agreement requirements. Finalpayment of the Agreement shall be determined upon mutual agreement and settlement of any
outstanding indirect costs.
The Awardee shall proceed with the performance in accordance with the terms and conditions of thisAgreement and its Appendices. However, the Government may require the Awardee to cease
performance at any time prior to the commencement of any milestone or task. Such notice to cease
performance must be from the AO and be in writing, of which email is an acceptable form.

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Appendix C
Government Property
Government Property: "Government Property" means any property (i) furnished by theGovernment and facilitating performance of this Agreement, (ii) acquired by the Awardee undercost reimbursement terms of this Agreement, or (iii) acquired by the Awardee at theGovernment's cost under fixed price terms of this Agreement (FP-GP) and specifically identified
in this Government Property Appendix. Except for commercial off the shelf software andlicenses thereto, Government Property does not include intellectual property and software. The
Government owns and holds title to all Government Property.

The Government shall deliver to the Awardee any Government Property required to be furnishedas 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 bedelivered to the Awardee by the dates stated in the Agreement. If not so suitable, the Awardee
shall give timely written request to the AO who will advise the Awardee on a course of action to
remedy the problem.

FPGP includes: [Mark N/A if none]:

Project Specific Equipment Requirements

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 in its possession
and shall initiate and maintain the processes, systems, procedures, records required control andmaintain accountability of Government Property. The Awardee shall include this clause in all
subcontracts under which Government Property comes into the possession of any subawardee.
Unless otherwise provided for in this Agreement or approved by the AO, the Awardee shall not:(i) use Government Property for any pmpose other than to fulfill the requirements of thisAgreement, or (ii) alter the Government 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, toinclude a reporting process for all discrepancies, loss of Government Property, physicalPage 1 of 2

inventory results, audits and self-assessments, corrective actions, and other property related
reports as directed by the AO.
Upon conclusion or termination of the Agreement, the Awardee shall submit a request in writing
to the AO, for disposition/disposal instructions and shall store Government Property not toexceed 120 days pending receipt of such instructions. Storage shall be at no additional cost to theGovernment 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
the loss, damage or destruction to Government Property reducing the Government's
expected economic benefits of the property and includes loss of accountability but does
not include planned and purposeful destructive testing, obsolescence, normal wear andtear or manufacturing defects. THE AWARDEE SHALL BE LIABLE FOR LOSS OF
GOVERNMENT PROPERTY IN AWARDEE'S POSSESSION, EXCEPT WHENANY ONE OF THE FOLLOWING APPLIES: (I) AO GRANTS RELIEF OFRESPONSIBILITY AND LIABILITY FOR LOSS OF THE PARTICULARGOVERNMENT PROPERTY; (II) GOVERNMENT PROPERTY IS DELIVEREDOR SHIPPED UNDER THE GOVERNMENT'S INSTRUCTIONS; OR (III)GOVERNMENT PROPERTY IS DISPOSED OF IN ACCORDANCE WITH THE
GOVERNMENT'S DIRECTIONS.

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