EX-10.46



 Exhibit 10.46 

CONFIDENTIAL TREATMENT REQUESTED 

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION THAT WAS
OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]. 
  

											
	AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	 	1. CONTRACT ID CODE	 	PAGE OF PAGES
	 		 	1	 	2


													
	2. AMENDMENT/MODIFICATION NO.  	 	3. EFFECTIVE DATE	 	4. REQUISITION/PURCHASE REQ. NO.  	 	5 PROJECT NO, (If applicable)    
	 0001
  
	 	 	 	10/15/2015	 	 	 	 	 	 
	5. ISSUED BY	 	CODE  	 	ASPR-BARDA	 	7. ADMINISTERED BY (If other than Item 6)	 	ASPR-BARDA01
	  
 ASPR - BARDA

200 Independence Ave., S.W.
 Room 640-G

Washington DC 20201
  
	 		 	  
 ASPR–BARDA

330 Independence Ave, SW, Rm G644
 Washington DC
20201
	 	
	 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
and ZIP code
  
 PFENEX, INC 1358378

FENEX BIOPHARMACEUTICALS, INC.
 10790 ROSELLE ST

SAN DIEGO CA 921211718
	 	00	 	 9A. AMENDMENT OF SOLICITATION NO.

 

	 	 	 	 9B. DATED (SEE ITEM 11)

 
  
	 	 	 	 
	 	x  	 	10A. MODIFICATION OF CONTRACT/ORDER NO.
	 		 	 HHSO100201500011C
  
	 		 	
	 		 	10B. DATED (SEE ITEM 13)
	 CODE 1358378
  
	 	 	 	 FACILITY CODE
  
	 		 	 08/14/2015
  
	 		 	


					
	11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
	The above numbered solicitation is amended as set forth in Item 14. The hour end date specified for receipt of Offers
                     is extended
                     is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation
or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning          copies of the amendment; (b) By acknowledging receipt of this Amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation
and this amendment, and is received prior to the opening hour and date specified.
	12. ACCOUNTING AND APPROPRIATION. DATA (if required) 
	See Schedule
	13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
	 CHECK

ONE
	 	A.	  	THIS CHANGE 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 CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
	x	 	 	  	 
		 	C.	  	THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
		 	    	  	
	 	 	D.	  	OTHER (Specify type of modification and authority)
	 	 	    	  	 
	  

E. IMPORTANT:    Contractor          is not X is required to sign this document and
return 1 copies to the issuing office.
  

	 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
 Tax ID Number:    27-1356759

DUNS Number:    013603710
 Pfenex - RPA563 and
Px563L Advanced Development
 A. The purpose of this modification is to transfer material from contract # HHS0100201000045C (see inventory list)
to contract #HHS0100201 500011C. The material is needed on contract # - 0011C to complete the advanced research and development of a next generation anthrax vaccine. The total cost of the contract and all terms and conditions remain unchanged.

B. Update the Contracting Officer from Francine Hemphill to Wendell Conyers in sections Article F.2, Article G.1 and Article G.5.

 
 Continued ...

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.



							
	15A. NAME AND TITLE OF SIGNER (Type or print)	  	16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
	PATRICK LUCY	  		  	WENDELL CONYERS	  	
	15B. CONTRACTOR/OFFEROR	  	15C. DATE SIGNED	  	16B. UNITED STATES OF AMERICA	  	16C. DATE SIGNED
	  
 /s/ Patrick Lucy

(Signature of person authorized to sign)
	  	  
 21 Oct 15
	  	  
 /s/ Wendell Conyers

(Signature of Contracting Officer)
	  	  
 10-21-2015


  

			
	NSN 7540-01-152-8070	  	STANDARD FORM 30 (REV. 10-83)
	Previous edition unusable	  	Prescribed by GSA
		  	FAR (48 CFR) 53.243


  
 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 









							
	    CONTINUATION SHEET    	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED	  	PAGE  	  	OF  
	 	HHS0100201500011C/0001	  	2	  	2


			
	 NAME OF OFFEROR OR CONTRACTOR
  

	PFENEX, INC 1358378

  

											
	 ITEM NO. 

(A) 
	 	
SUPPLIES/SERVICES

(B)
	 	
QUANTITY    

(C)    
	 	
UNIT    

(D)    
	 	
UNIT PRICE    

(E)    
	 	
AMOUNT    

(F)    

	 	 	 Discount Terms: NET 30P

Period of Performance: 08/14/2015 to 08/09/2020
  
	 	 	 	 	 	 	 	 

  

					
	NSN 7540-01-152-8087	  	OPTIONAL FORM 335 (4-85)	  	
		  	Sponsored by GSA	  	
		  	FAR (48 CFR) 53.110	  	


  
 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 








 Inventory — [***] 

 

																																							
	 item
number
	  	 Description
	  	Concentration	 	 	Volume	 	 	Container	 	 	Lot #	 	 	Date
of
Manuf.	 	 	Storage	 	 	Amount	 	 	Inventory
date	 	 	Storage
location	 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 

 [***] 
 [***] 

 
 [***] Certain information in this document has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 

  

			
	Pfenex Confidential	  	Page 3 of 7









 [***] 
  

																																							
	 Sentry Item

number
	  	 Description
	  	Concentration	 	 	Volume	 	 	Container	 	 	Lot #	 	 	Date of
Manuf.	 	 	Storage	 	 	#
Vials	 	 	Inventory
date	 	 	Storage
location	 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 
											
	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 	 	 	[***	] 

 [***] 
 [***] 

[***] 
  

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions. 

  

			
	Pfenex Confidential	  	Page 4 of 7









 [***] 
  

																	
	 Reagent/Materials Name
	  	 mrPA lot/DOM
	  	 Description
	  	Amount
left
(units)	 	 	Storage
Condition
(oC)	 	 	Date	 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 

 [***] 

[***] 
  

																	
	 Reagent/Materials Name
	  	 mrPA lot
	  	 Description
	  	Amount
left
(units)	 	 	Storage
Condition
(°C)	 	 	Date	 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 

 [***] 

 

																	
	 Reagent/Materials Name
	  	 Lot
	  	 Description
	  	Amount
left
(units)	 	 	Storage
Condition
(°C)	 	 	Date	 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 

 [***] 

 

																	
	 Reagent/Materials Name
	  	 Source
	  	 Description
	  	Amount
left
(units)	 	 	Storage
Condition
(oC)	 	 	Date	 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 

 [***] 

 

																	
	 Reagent/Materials Name
	  	 Strain
	  	 Description
	  	Amount
left
(units)	 	 	Storage
Condition
(°C)	 	 	Date	 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 

  

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions. 

  

			
	Pfenex Confidential	  	Page 5 of 7










																	
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 Reagent/Materials Name
	  	 	  	 Description
	  	Amount
left
(units)	 	 	Storage
Condition
(°C)	 	 	Date	 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 

 [***] 

 

																	
	 Reagent/Materials Name
	  	 	  	 Description
	  	Amount
left
(units)	 	 	Storage
Condition
(°C)	 	 	Date	 
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 
						
	 [***]
	  	[***]	  	 [***]
	  	 	[***	] 	 	 	[***	] 	 	 	[***	] 

  
 [***] Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 

  

			
	Pfenex Confidential	  	Page 6 of 7









 ARTICLE F.2. DELIVERABLES 

a. Summary of Contract Deliverables 

Unless otherwise specified by the Contracting Officer, the deliverables identified in this SECTION F shall also be delivered electronically to
the designated eRoom along with a concurrent email notification sent to the Contracting Officer, Contract Specialist, COR, and Alternate COR stating delivery has been made. 

All paper/hardcopy documents/reports submitted under this contract shall be printed or copied, double-sided, on at least 30 percent
post-consumer fiber paper, whenever practicable, in accordance with FAR 4.302(b). Hard copies of deliverables and reports furnished to the USG under the resultant Contract (including invoices) shall be addressed as follows: 

HHS/ASPR/AMCG 
 ATTN: Wendell
Conyers, Contracting Officer 330 Independence Avenue, 
 SW., Room G640 Washington, DC 20201 

Email: Wendell.conyers@hhs.gov 
 ARTICLE G.1.
CONTRACTING OFFICER 
 The following Contracting Officer (CO) will represent the USG for the purpose of this contract: 

Wendell Conyers 

Contracting Officer 

HHS/ASPR/AMCG 
 330 Independence
Avenue, S.W. Room G644 Washington, D.C. 20201 
 ((202) 205-8262 

Wendell.conyers@hhs.gov 
 ARTICLE G.5.
INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL REPORTING 
 Include Program Support Center (PSC) In Receipt of Invoices: 

Documents shall be delivered electronically to the Contracting Officer (CO), the Contracting Specialist (CS), the Contracting Officer’s Representative
(COR) and PSC. Unless otherwise specified by the Contracting Officer all deliverables and reports furnished to the Government under the resultant contract (including invoices) shall be addressed as follows: 

 

					
	 Wendell Conyers
 Contracting Officer

HHS/ASPR/AMCG
 330 Independence Ave., S.W.,

Room G640
 Washington, DC 20201

Email: wendell.conyers@hhs.gov
	  	 Daniel Wolfe Contracting
 Officer
Representative
 HHS/ASPR/BARDA
 330 Independence Ave.,
S.W.,
 Room G640 Washington, DC 20201
 Email:
Daniel.wolfe2@hhs.gov
	  	PSC_Invoices@hhs.gov

  
 [***] Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 

  

			
	Pfenex Confidential	  	Page 7 of 7