EXHIBIT 10.2














Confidential Materials omitted and filed separately with the


Securities and Exchange Commission. Double asterisks denote omissions.











	
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

	
1. CONTRACT ID CODE

	
PAGE OF PAGES


	
1

	
6


	
2. AMENDMENT/MODIFICATION NO.

0001

	
3. EFFECTIVE DATE

See Block 16C


 

	
4. REQUISITION/PURCHASE NO.

 

	
5. PROJECT NO. (If applicable)

 


	
6. ISSUED BY CODE

	
ASPR-BARDA

	
7. ADMINISTERED BY (If other than Item 6) CODE

	
ASPR-BARDA


	
ASPR-BARDA


200 Independence Ave., S.S.


Room 640-G


Washington, DC 20201

	
ASPR-BARDA


200 Independence Ave., S.S.


Room 638-G


Washington, DC 20201


	
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, county, State and ZIP Code)


 

	
(x)

	
9A. AMENDMENT OF SOLICITATION NO.


	
 


EMERGENT PRODUCT DEVELOPMENT GAITHERSBURG INC.


EMERGENT PRODUCT DEVELOPMENT GAITHE


300 PROFESSIONAL DR # 100


GAITHERSBURG MD 208793419

	 	 
	 	
9B. DATED (SEE ITEM 11)


	 	 
	
x

	
10A. MODIFICATION OF CONTRACT/ORDER NO.


	
HHSO100201600030C


	 	
10B. DATED (SEE ITEM 13)


	
CODE    1365869

	
FACILITY CODE

	 	
09/30/2016


	
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS


	
□ The above numbered solicitation is amended as set forth in Item 14.  The hour and 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 ACKNOWLEDGMENT 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 APPLIES ONLY TO MODIFICATIONS 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).


	 	
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

 


	


X

	
D. OTHER (Specify type of modification and authority)


FAR 52.243-2 Changes – Cost Reimbursement


	
E. IMPORTANT:  Contractor   □ is not, ⊠ is required to sign this document and return     2    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: [**]


DUNS Number: [**]


The purpose of this modification is to modify ARTICLES B.2 BASE PERIOD, B.3. OPTION PRICES, B.5. ADVANCE UNDERSTANDINGS, and SECTION 1 - CONTRACT CLAUSES.


 


Funds Obligated Prior to this Modification: $198,705,042


Funds Obligated with Mod #1: $0


Total Funds Obligated to Date: $198,705,042


 


Expiration Date: September 29,2021


Period of Performance: 09/30/2016 to 09/29/2021


	
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 OF CONTRACTING OFFICER


CHRISTOPHER SCOTT


	
15B. CONTRACTOR/OFFEROR


 


 


  


(Signature of person authorized to sign)

	
15C. DATE SIGNED

	
16B. UNITED STATES OF AMERICA


By


 


  


(Signature of Contracting Officer)

	
16C. DATE SIGNED





NSN 7540-01-152-8070 STANDARD FORM 30 (Rev. 10-83)


Previous edition unusable Prescribed by GSA


FAR (48 CFR) 53.243
















ARTICLE B.2. BASE PERIOD is hereby modified as follows:







	
CLIN

	
Period of


Performance

	
Supplies/ Services

	 	
Total Est. Cost

	 	 	
Fixed Fee


(7%)

	 	 	
Total Cost Plus


Fixed Fee

	 
	
 


COST REIMBURSEMENT

	 	 	 	 	 	 	 	 	 
	
0001 (Base)

	
09/30/2016 –


09/29/2021

	
Licensure, approval, and clearance of product through the FDA

	 	 	
[

	
**]

	 	 	
[

	
**]

	 	 	
[

	
**]


	
 


FIRM FIXED PRICE

	 	 	 	 	 	 	 	 	 	 	 	 
	
CLIN

	
Period of


Performance

	
Supplies/ Services

	 	
Units (# of


Doses)

	 	 	
Unit Price ($)

	 	 	
Total ($)

	 
	
0002


(Base)

	
09/30/2016 –


09/29/2021

	
Initial Purchase, Storage, and


Delivery of Product

	 	 	
3,000,000

	 	 	 	
[

	
**]

	 	 	
[

	
**]


	
Total


CLINS


1&2

	
09/30/2016 –


09/29/2021

	
See Above Descriptions

	 	 	 	 	 	 	 	 	 	
$198,705,042


(Funded)

	 



[**]







ARTICLE B.3. OPTION PRICES is hereby modified as follows:







	
CLIN

	
Period of


Performance

	
Supplies/ Services

	
Total Est. Cost

	
Fixed Fee

	
Total Cost


Plus Fixed


Fee ($)


	 	 	
 


COST REIMBURSEMENT

	 	 	 
	
0001A


(Option


Quantity)

	
[**]

	
Phase II [**] Study or


studies required by the FDA [**]

	
[**]

	
[**]

	
[**]


	
CLIN

	
Period of


Performance

	
Supplies/ Services

	
Total Est. Cost

	
Fixed Fee

	
Total Cost


Plus Fixed


Fee ($)


	 	 	
 


FIXED PRICE

	 	 	 
	
0003


(Option


Quantity)

	
[**]

	
Phase IV post marketing


commitments /Requirements (This is an option that may or may not be exercised during the base period as determined by the need and as established by the FDA)

	
N/A

	
N/A

	
[**]


	 
	
CLIN

	
Period of


Performance

	
Supplies/ Services

	
Units (# of


Product)

	
FY 2018


Unit Price


($)

	
Total ($)


	
0004A


(Option


Quantity)

	
[**]

	
Additional Surge Capacity (EUA)


 


 

	
7,500,000 to


[**]

	
[**]

	
[**]
























	
0004B


(Option


Quantity)

	
[**]

	
Additional Surge Capacity


(Licensure)

	
7,500,000 to


[**]

	
[**]

	
[**]


	
0004C


(Option


Quantity)

	
[**]

	
Additional Surge Capacity (EUA)

	
[**]

	
[**]

	
[**]


	
0004D


(Option


Quantity)

	
[**]

	
Additional Surge Capacity


(Licensure)

	
[**]

	
[**]

	
[**]


	
0004E


(Option


Quantity)

	
[**]

	
Additional Surge Capacity (EUA)

	
[**]

	
[**]

	
[**]


	
0004F


(Option


Quantity)

	
[**]

	
Additional Surge Capacity


(Licensure)

	
[**]

	
[**]

	
[**]


	
0004G


(Option


Quantity)

	
[**]

	
Additional Surge Capacity (EUA)

	
[**]

	
[**]

	
[**]


	
0004H


(Option


Quantity)

	
[**]

	
Additional Surge Capacity


(Licensure)

	
[**]

	
[**]

	
[**]










[**]







ARTICLE B.5. ADVANCE UNDERSTANDINGS is hereby modified as follows:







h. Option CLINS







If procurement for CLIN 4 occurs after FY 2018, the following chart illustrates the dose prices to be used:







	
Units (# of Doses)

	
FY 2019 Unit


Price ($)

	
FY 2020 Unit


Price ($)

	
FY 2021 Unit


Price ($)


	
7,500,000 to


[**]

	
[**]

	
[**]

	
[**]


	
[**]

	
[**]

	
[**]

	
[**]


	
[**]

	
[**]

	
[**]

	
[**]


	
[**]

	
[**]

	
[**]

	
[**]


	
[**]

	
[**]

	
[**]

	
[**]


	
[**]

	
[**]

	
[**]

	
[**]


	
[**]

	
[**]

	
[**]

	
[**]


	
[**]

	
[**]

	
[**]

	
[**]










[**]
















The USG reserves the right to re-negotiate the option CLINS based on availability of funds and feedback received from the FDA.












SECTION I - CONTRACT CLAUSES







ARTICLE I.1. FAR 52.252-2, CLAUSES INCORPORATED BY REFERENCE (FEBRUARY



	
1998)

	
is hereby modified to add FAR 52.219-9 as follows:












This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses: https://www.acquisition.gov/FAR/ . HHSAR Clauses at: http://www.hhs.gov/policies/hhsar/subpart352.html .







General Clauses for Cost-Reimbursement/Fixed Price Research and Development Contract







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












	
Reg

	
Clause

	
Date

	
Clause Title


	
FAR

	
52.202-1

	
Nov 2013

	
Definitions


	
FAR

	
52.203-3

	
Apr 1984

	
Gratuities


	
FAR

	
52.203-5

	
May 2014

	
Covenant Against Contingent Fees


	
FAR

	
52.203-6

	
Sep 2006

	
Restrictions on Subcontractor Sales to the Government


	
FAR

	
52.203-7

	
May 2014

	
Anti-Kickback Procedures


	
FAR

	
52.203-8

	
May 2014

	
Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity


	
FAR

	
52.203-10

	
May 2014

	
Price or Fee Adjustment for Illegal or Improper Activity


	
FAR

	
52.203-12

	
Oct 2010

	
Limitation on Payments to Influence Certain Federal Transactions


	
FAR

	
52.203-13

	
Oct 2015

	
Contractor Code of Business Ethics and Conduct


	
FAR

	
52.203-14

	
Oct 2015

	
Display of Hotline Poster(s)


	
 


FAR

	
 


52.203-17

	
 


Apr 2014

	
Contractor Employee Whistleblower Rights and Requirement To Inform


Employees of Whistleblower Rights


	
FAR

	
52.204-4

	
May 2011

	
Printed or Copied Double-Sided on Postconsumer Fiber Content Paper


	
FAR

	
52.204-7

	
Jul 2013

	
System for Award Management


	
FAR

	
52.204-10

	
Oct 2015

	
Reporting Executive Compensation and First-Tier Subcontract Awards


	
FAR

	
52.204-13

	
Jul 2013

	
System for Award Management Maintenance


	
 


FAR

	
 


52.209-6

	
 


Oct 2015

	
Protecting the Government's Interests When Subcontracting With Contractors


Debarred, Suspended, or Proposed for Debarment


	
FAR

	
52.209-10

	
Nov 2015

	
Prohibition on Contracting with Inverted Domestic Corporations


	
FAR

	
52.210-1

	
Apr 2011

	
Market Research


	
FAR

	
52.215-2

	
Oct 2010

	
Audit and Records – Negotiation


	
FAR

	
52.215-8

	
Oct 1997

	
Order of Precedence - Uniform Contract Format


	
FAR

	
52.215-10

	
Aug 2011

	
Price Reduction for Defective Cost or Pricing Data


	
FAR

	
52.215-11

	
Aug 2011

	
Price Reduction for Defective Certified Cost or Pricing Data—Modifications.


	
FAR

	
52.215-12

	
Oct 2010

	
Subcontractor Certified Cost or Pricing Data


	
FAR

	
52.215-13

	
Oct 2010

	
Subcontractor Certified Cost or Pricing Data—Modifications


	
FAR

	
52.215-15

	
Oct 2010

	
Pension Adjustments and Asset Reversions


	
FAR

	
52.215-17

	
Oct 1997

	
Waiver of Facilities Capital Cost of Money


	
 


FAR

	
 


52.215-18

	
 


Jul 2005

	
Reversion or Adjustment of Plans for Postretirement Benefits (PRB) other than


Pensions


	
FAR

	
52.215-19

	
Oct 1997

	
Notification of Ownership Changes


	
 


FAR

	
 


52.215-21

	
 


Oct 2010

	
Requirements for Certified Cost or Pricing Data and Data Other Than Certified


Cost or Pricing Data -Modifications


	
FAR

	
52.215-23

	
Oct 2009

	
Limitations on Pass-Through Charges


	
FAR

	
52.216-7

	
Jun 2013

	
Allowable Cost and Payment


	
FAR

	
52.216-8

	
Jun 2011

	
Fixed Fee


	
FAR

	
52.219-8

	
Oct 2014

	
Utilization of Small Business Concerns


	
FAR

	
52.219-9

	
Nov 2016

	
Small Business Subcontracting Plan


	
FAR

	
52.219-28

	
July 2013

	
Post-Award Small Business Program Representation


	
FAR

	
52.222-1

	
Feb 1997

	
Notice to the Government of Labor Disputes


	
FAR

	
52.222-2

	
Jul 1990

	
Payment for Overtime Premiums


	
FAR

	
52.222-3

	
Jun2003

	
Convict Labor


	
FAR

	
52.222-21

	
Apr 2015

	
Prohibition of Segregated Facilities


	
FAR

	
52.222-26

	
Apr 2015

	
Equal Opportunity


	
FAR

	
52.222-35

	
Oct 2015

	
Equal Opportunity for Veterans


	
FAR

	
52.222-36

	
Jul 2014

	
Equal Opportunity for Workers with Disabilities


	
FAR

	
52.222-37

	
Feb 2016

	
Employment Reports on Veterans


	
FAR

	
52.222-40

	
Dec 2010

	
Notification of Employee Rights Under the National Labor Relations Act


	
 


FAR

	
 


52.222-43

	
 


May 2014

	
Fair Labor Standards Act and Service Contract Labor Standards—Price


Adjustment (Multiple Year and Option Contracts)


	
FAR

	
52.222-50

	
Mar 2015

	
Combating Trafficking in Persons


	
FAR

	
52.222-54

	
Oct 2015

	
Employment Eligibility Verification


	
FAR

	
52.223-6

	
May 2001

	
Drug-Free Workplace


	
FAR

	
52.223-18

	
Aug 2011

	
Encouraging Contractor Policy to Ban Text Messaging While Driving


	
FAR

	
52.224-1

	
April 1984

	
Privacy Act Notification


	
FAR

	
52.224-2

	
April 1984

	
Privacy Act


	
FAR

	
52.225-13

	
Jun 2008

	
Restrictions on Certain Foreign Purchases


	
FAR

	
52.227-1

	
Dec 2007

	
Authorization and Consent, Alternate 1 (APR 1984)


	
FAR

	
52.227-2

	
Dec 2007

	
Notice and Assistance Regarding Patent and Copyright Infringement


	
FAR

	
52.227-3

	
Apr 1984

	
Patent Indemnity


	
FAR

	
52.227-11

	
May 2014

	
Patent Rights – Ownership by the Contractor


	
FAR

	
52.227-14

	
May 2014

	
Rights in Data - General


	
FAR

	
52.227-16

	
Jun 1987

	
Additional Data Requirements


	
FAR

	
52.228-7

	
Mar 1996

	
Insurance – Liability to Third Persons


	
FAR

	
52.229-3

	
Feb 2013

	
Federal, State and Local Taxes


	
FAR

	
52.230-2

	
Oct 2015

	
Cost Accounting Standards


	
FAR

	
52.230-6

	
June 2010

	
Administration of Cost Accounting Standards


	
FAR

	
52.232-1

	
Apr 1984

	
Payments


	
FAR

	
52.232-2

	
Apr 1984

	
Payments under Fixed-Price Research and Development Contracts


	
FAR

	
52.232-8

	
Feb 2002

	
Discounts for Prompt Payment


	
FAR

	
52.232-9

	
Apr 1984

	
Limitation on Withholding of Payments


	
FAR

	
52.232-11

	
Apr 1984

	
Extras


	
FAR

	
52.232-17

	
May 2014

	
Interest


	
FAR

	
52.232-20

	
Apr 1984

	
Limitation of Cost


	
FAR

	
52.232-23

	
May 2014

	
Assignment of Claims


	
FAR

	
52.232-25

	
Jul 2013

	
Prompt Payment


	
FAR

	
52.232-33

	
Jul 2013

	
Payment by Electronic Funds Transfer--System for Award Management


	
FAR

	
52.233-1

	
May 2014

	
Disputes


	
FAR

	
52.233-3

	
Aug 1996

	
Protest After Award, Alternate I


	
FAR

	
52.233-4

	
Oct 2004

	
Applicable Law for Breach of Contract Claim


	
FAR

	
52.242-1

	
Apr 1984

	
Notice of Intent to Disallow Costs


	
FAR

	
52.242-3

	
May 2014

	
Penalties for Unallowable Costs


	
FAR

	
52.242-4

	
Jan 1997

	
Certification of Final Indirect Costs


	
FAR

	
52.242-13

	
Jul 1995

	
Bankruptcy


	
FAR

	
52.243-1

	
Aug 1987

	
Changes - Fixed-Price Alternate V (Apr 1984).


	
FAR

	
52.243-2

	
Aug 1987

	
Changes—Cost-Reimbursement Alternate V (Apr 1984).


	
FAR

	
52.243.6

	
Apr 1984

	
Change Order Accounting


	
FAR

	
52.243-7

	
Apr 1984

	
Notification of Changes


	
FAR

	
52.244-2

	
Oct 2010

	
Subcontracts, Alternate 1 (Jun 2007)


	
FAR

	
52.244-5

	
Dec 1996

	
Competition in Subcontracting


	
FAR

	
52.244-6

	
Apr 2015

	
Subcontracts for Commercial Items


	
FAR

	
52.245-1

	
Apr 2012

	
Government Property


	
FAR

	
52.245-9

	
Apr 2012

	
Use and Charges


	
FAR

	
52.246-7

	
Apr 1996

	
Inspection of Research and Development – Fixed-Price


	
FAR

	
52.246-8

	
May 2001

	
Inspection of Research and Development – Cost-Reimbursement


	
FAR

	
52.246-23

	
Feb 1997

	
Limitation of Liability.


	
FAR

	
52.246-25

	
Feb 1997

	
Limitation of Liability—Services


	
FAR

	
52.248-1

	
Oct 2010

	
Value Engineering


	
FAR

	
52.249-2

	
Apr 2012

	
Termination for the Convenience of the Government (Fixed-Price)


	
FAR

	
52.249-6

	
May 2004

	
Termination (Cost-Reimbursement)


	
FAR

	
52.249-8

	
Apr 1984

	
Default (Fixed-Price Supply and Service)


	
FAR

	
52.249-9

	
Apr 1984

	
Default (Fixed-Price Research and Development)


	
FAR

	
52.249-14

	
Apr 1984

	
Excusable Delays


	
FAR

	
52.253-1

	
Jan 1991

	
Computer Generated Forms




















All other terms and conditions of this contract remain unchanged.







End of Modification #1