acam2000






                                              DEPARTMENT OF HEALTH & HUMAN SERVICES                                                     Office of the Secretary                                                                                                                                                  Exhibit 10.2                           Confidential Materials Omitted – To be filed separately with the            Securities and Exchange Commission upon request. Double asterisks denote omissions.                                                                                                                                      Office of the Assistant Secretary                                                                                                for Preparedness & Response                                                                                                Washington, D.C. 20201                                                                                                                                                                                               30 August 2019  Emergent Product Development Gaithersburg Inc. ATTN: Chris  Sinclair  300 Professional Drive  Gaithersburg, MD 20879                              NOTICE OF AWARD LETTER, AWARDING CONTRACT 75A50119C00052 (Requisition:       OS245611) FOR ACQUISITION OF ACAM2000, Smallpox (Vaccinia) Vaccine, Live (ACAM)                        In accordance with FAR 15.504, this notice of award documents the Government’s acceptance of Emergent Product  Development Gaithersburg Inc.’s (“Emergent”) updated and final business proposal included in Chris Sinclair’s email to the  Government on August 12, 2019. A formal contract will be issued within 45 days from the date of this letter. The following  applies to this award.                           1.   The pricing agreement is as follows:                                Overall Price Summary (based on delivery of target amounts of product)                                                                                          CLIN X004-                                                 CLIN X002- Diluent    CLIN X003- Syringe        ITEM            CLIN X001- Doses                                                     Re-                                                  Replacement           Replacement                                                                                                            labelling   Grand Total                                EXTENDED      Diluent   EXTENDED    Transfer  EXTENDED    Contract Year  ACAM Kits                                                               Target                                  PRICE        Vials      PRICE     Syringes    PRICE           Base  [**]        [**]                                                       [**]    1                                                                                                            Year          Option [**]        [**]                                                       [**]        [**]     100X          Year 1          Option [**]        [**]                                                       [**]        [**]     200X          Year 2          Option [**]        [**]                                                       [**]     300X          Year 3          Option [**]        [**]           [**]      [**]        [**]       [**]                   [**]     400X          Year 4                                                                        [**]           Option [**]        [**]           [**]      [**]        [**]       [**]                   [**]     500X          Year 5          Option [**]        [**]           [**]      [**]        [**]       [**]                   [**]     600X          Year 6                                                                        [**]           Option [**]        [**]           [**]      [**]        [**]       [**]                   [**]     700X          Year 7          Option [**]        [**]           [**]      [**]        [**]       [**]                   [**]     800X          Year 8                                                                        [**]           Option [**]        [**]           [**]      [**]        [**]       [**]                   [**]     900X          Year 9        Overall    [**]       [**]           [**]      [**]        [**]       [**]       [**]         $2,007,468,366                                Price Summary with Tiered Pricing details                       ACAM2000 Vaccine Manufacture and Provision to the SNS                        0001 (Base)         1001 (Option)        2001 (Option)         3001 (Option)          4001                                                                                                            (Option)  Contract Year       08/15/19-09/30/19    10/01/19-09/30/20   10/01/20-09/30/21     10/01/21-09/30/22      10/01/22-                                                                                                           09/30/23  Target Exercise-By [**]               [**]                [**]                [**]                    [**]   Date 





 






                                                                                                Notice of Award Letter - ACAM                                                                                                           Page 2                       Delivery Target [**]                  [**]                [**]                [**]                    [**]   [**] Doses      [**]                  [**]                [**]                [**]                    [**]   Extended Price  [**]                  [**]                [**]                [**]                    [**]    [**] Doses      [**]                  [**]                [**]                [**]                    [**]   Extended Price** [**]                 [**]                [**]                [**]                    [**]    [**] Doses      [**]                  [**]                [**]                [**]                    [**]   Extended Price  [**]                  [**]                [**]                [**]                    [**]   [**] Doses      [**]                  [**]                [**]                [**]                    [**]   Extended Price  [**]                  [**]                [**]                [**]                    [**]                   [**]                  [**]                [**]                [**]                    [**]   Contract Year   [**]                  [**]                [**]                [**]                    [**]   Target Exercise-By [**]               [**]                [**]                [**]                    [**]   Date  Delivery Target [**]                  [**]                [**]                [**]                    [**]    [**] Doses      [**]                  [**]                [**]                [**]                    [**]   Extended Price  [**]                  [**]                [**]                [**]                    [**]    [**] Doses      [**]                  [**]                [**]                [**]                    [**]   Extended Price  [**]                  [**]                [**]                [**]                    [**]   [**] Doses      [**]                  [**]                [**]                [**]                    [**]   Extended Price  [**]                  [**]                [**]                [**]                    [**]    [**] Doses      [**]                  [**]                [**]                [**]                    [**]   Extended Price  [**]                  [**]                [**]                [**]                    [**]   ** Extended Price on base period 0001 is for order quantity of [**] doses  Supplies, Services, and Requirements:  .   ACAM2000 doses supplied as part of a palletized kit. 1 Kit includes [**] . The kit components are provided on      separate pallets. Each kit supports [**] doses.  .   This is a firm-fixed price line item.  .   The unit price listed next to each quantity is a price per dose.  .   The exercise of each CLIN must be completed prior to any obligation to perform work under that CLIN.  .   The Delivery Target is expected to occur by [**] within the same contract year. Due to the variability in order      quantities, long lead times for certain raw materials, and uncertainties related to manufacturing and release, any      expected changes to the delivery target date will be negotiated and mutually agreed upon.  .   Guaranteed shelf life at time of delivery is [**] years of the [**] -year expiry from the date of manufacture for vaccine.  .   Target Exercise-By Date: Both parties agree that the U.S. Government will work to meet the date as closely as      possible within allowable confines of budget cycles. Emergent recognizes that in the event of a continuing      resolution or other delayed U.S. Government budgeting scenario that this may be delayed into the next calendar      year. The U.S. Government and Emergent intend to work in good faith to clearly articulate annual production      planning expectations and the U.S. Government may provide a non-binding notice of intent to communicate its      intentions, in the event of a delayed annual budget.  .   The minimum order quantity per contract year is [**] doses.  .   The order may be placed once per contract year in a quantity of [**] ; [**] ; [**] ; or [**]  doses. As per the base year of      the contract, the Government may choose to procure a quantity between the tiers at the tier below the determined      amount. For      example, in the base year the Government intends to procure [**] doses at the price of [**]                         Diluent Replacement and Provision to the SNS                             4002 (Option)   5002 (Option)    6002 (Option)    7002 (Option)      8002          9002                                                                                                 (Option)     (Option)                               10/01/22–       10/01/23–        10/01/24–       10/01/25–        10/01/26–      10/01/27   Contract Year                               09/30/23         09/30/24        09/30/25         09/30/26        09/30/27       –                                                                                                                 09/30/28    Target Exercise-By Date      [**]             [**]            [**]             [**]            [**]         [**]      Delivery Target                                          Delivery within [**] months of                                                                   exercised option    [**] Vials            [**]             [**]            [**]             [**]            [**]            [**]     Extended Price        [**]             [**]            [**]             [**]            [**]            [**]  





 






                                                                                                Notice of Award Letter - ACAM                                                                                                           Page 3    [**] Vials            [**]             [**]            [**]             [**]            [**]            [**]     Extended Price        [**]             [**]            [**]             [**]            [**]            [**]      [**]  Vials           [**]             [**]            [**]             [**]            [**]            [**]     Extended Price        [**]             [**]            [**]             [**]            [**]            [**]      [**]  Vials           [**]             [**]            [**]             [**]            [**]            [**]     Extended Price        [**]             [**]            [**]             [**]            [**]            [**]     Supplies, Services, and Requirements:    .  Diluent replacement for ACAM2000 vaccine kits provided under this contract.    .  Expiry is [**]  years from date of manufacture.    .  This is a firm-fixed price line item.    .  Guaranteed shelf life from delivery is [**] years from the date of manufacture for vials of diluent.    .  Provision of diluent replacement under prior contracts is available under separate contract.                         Transfer Syringe Replacement and Provision to the SNS                     1 F                                4003 (Option)   5003 (Option)   6003 (Option)   7003 (Option)      8003         9003                                                                                                 (Option)     (Option)    Contract Year                 10/01/22–       10/01/23–       10/01/24–       10/01/25–       10/01/26–     10/01/27                                 09/30/23        09/30/24        09/30/25        09/30/26        09/30/27      –                                                                                                                 09/30/28    Target Exercise-By Date   [**]            [**]            [**]            [**]            [**]          [**]     Delivery Target                                            Delivery within [**]  months of                                                                    exercised option    [**] Transfer Syringes    [**]            [**]            [**]            [**]            [**]          [**]     Extended Price            [**]            [**]            [**]            [**]            [**]          [**]     [**] Transfer Syringes    [**]            [**]            [**]            [**]            [**]          [**]      Extended Price            [**]            [**]            [**]            [**]            [**]          [**]     [**] Transfer Syringes    [**]            [**]            [**]            [**]            [**]          [**]      Extended Price            [**]            [**]            [**]            [**]            [**]          [**]     [**] Transfer Syringes    [**]            [**]            [**]            [**]            [**]          [**]      Extended Price            [**]            [**]            [**]            [**]            [**]          [**]     Supplies, Services, and Requirements:    .  Transfer syringe replacement for ACAM2000 vaccine kits.    .  Expiry is [**]  years from date of manufacture.    .  This is a firm-fixed price line item.    .  Guaranteed shelf life from delivery is [**]  months from the date of manufacture for transfer syringes.    .  Provision of transfer syringe replacement under prior contracts is available under separate contract.                                                                                                                                                                          





 






                                                                                                Notice of Award Letter - ACAM                                                                                                           Page 4      Vaccine Limited Re-Labeling Program                               1004 (Option)      2004 (Option)       4004 (Option)       6004 (Option)        8004                                                                                                             (Option)    Contract Year            10/01/19-09/30/20   10/01/20-09/30/21   10/01/22-09/30/23  10/01/24 – 09/30/25  10/01/26 –                                                                                                             09/30/27    Target Exercise-By Date [**]              [**]                [**]                [**]               [**]     Delivery Target                                          Delivery within [**]  months of                                                                   exercised option    Number of Vials        [**]               [**]                [**]                [**]               [**]                            [**]               [**]                [**]                [**]               [**]     Unit Price (per Vial)  [**]               [**]                [**]                [**]               [**]     Extended Price         [**]               [**]                [**]                [**]               [**]     Supplies, Services, and Requirements:    .  This is a firm-fixed price line item.    .  Complete prior to expiry at site; the number of vials is approximate.    .  Annual stability testing of representative lots is incorporated into the unit price for ACAM2000 vaccine. 





 






                                                                                 Notice of Award Letter - ACAM                                                                                          Page 5  2.  Contract No. 75A50119C00052 will apply to this award. This contract will consist of a base and nine (9)      option years for a total period of performance not to exceed ten (10) years.                     3.  The contract will be funded on at least an annual basis via exercise of options. Initial contract funding is in      the amount of $169,988,000 and consists of the following accounting and appropriation data:                         Appropriation Year: 2019      CAN: 199SNS1      Object Class: 26402                     4.  As shown in the chart above, the Government agrees to purchase at least [**] doses of product in the base      year for a total amount of $169,988,000, and to purchase a minimum of [**] doses (with a target amount of      [**] doses) in each option year, if exercised. The Government maintains the right to purchase up to [**] doses      per option year.                     5.  As shown in the chart above, the pricing accounts for both annual escalation and tiered pricing, which is      based on the quantity of the Government’s order.                     6.  Delivery of product shall be FOB Destination. Upon contract award, an updated and detailed delivery      schedule will be provided to the SNS within [**]  business days of award. Following delivery, SNS will      provide Emergent written notification that it either accepts or rejects the delivered lot(s) within [**] business      days of receipt. If formal acceptance or rejection is not received in the [**]  business day period it shall be      deemed to have been accepted.                         Thank you for working with HHS/ASPR to get this contract awarded.                         Should you have additional questions, please contact me at 770-488-2601 or hee5@cdc.gov                                                                                                                                                         Sincerely,                                                                                                                       Natasha         Digitally signed by                                                                    Natasha Rowland -S                                                    Rowland -       Date: 2019.08.30                                                                     15:19:47 -04'00'                                                   Natasha  Y. Rowland                                                   Contracting Officer                                                   OS/HHS/ORM/SNS Contract and Grants