Confidential Materials omitted and filed separately with the


Securities and Exchange Commission. Double asterisks denote omissions.




Exhibit 10.26







	
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

	
1. CONTRACT ID CODE

  

	
PAGE OF PAGES


	
1

	
2


	
2. AMENDMENT/MODIFICATION NO.

 00009

	
3. EFFECTIVE DATE

 1/13/2014

	
4. REQUISITION/PURCHASE REQ. NO.

 000HCGE-2014-68069

	
5. PROJECT NO. (If applicable)

  


	
6. ISSUED BY  CODE

	
8219

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

	
8219


	
Centers for Disease Control and Prevention (CDC)

Procurement and Grants Office (PGO)

2920 Brandywine Road

 Atlanta, GA  30341-5539

	
Centers for Disease Control and Prevention (CDC)

Procurement and Grants Office (PGO)

2920 Brandywine Road

 Atlanta, GA  30341-5539


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


EMERGENT BIODEFENSE OPERATIONS LANSING, LLC

3500 N. MARTIN LUTHER KING JR. BLVD. #1

 LANSING, MI  48906-2933

	
 

	
9A. AMENDMENT OF SOLICITATION NO.


	
 

	
9B. DATED (SEE ITEM 11)


	
 

	
10A. MODIFICATION OF CONTRACT/ORDER NO.

 200-2011-42084


	
CODE  026489018

	
FACILITY CODE

	
10B. DATED (SEE ITEM 13)

 09/30/2011


	
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)


939ZTGA 2642 2012 75-X-0956 5664711101 Decrease ($[**])


	
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).


	
 

	
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:  52.217-9


	
 

	
D. OTHER (Specify type of modification and authority)

 FAR 52.243-1, Changes and Mutual Agreement of both parties


	
E. IMPORTANT: Contractor is not, 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.)

 The purpose of this modification is to:


a.  Transfer funds from CLIN 02 to 02-02 as described below;

b.  Reduce CLIN 02 by [**] doses to [**] total doses and reduce the funding for CLIN 02 by ($[**]) to $[**];

c.  Increase CLIN 02-02 by [**] doses to [**] total doses and increase funding for CLIN 02-02 by $[**] to $[**];

 d.  Incorporate the assignment of claims identified in correspondence of Bank of America, NA, dated December 27, 2013.


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)


Adam Havey

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


Christine N. Godfrey


	
15B. CONTRACTOR/OFFEROR


BY Executive Vice President                                                                      


(Signature of person authorized to sign)

	
15C. DATE SIGNED


1/15/14

	
16B. UNITED STATES OF AMERICA


BY/s/ Christine N. Godfrey                                                                      


(Signature of Contracting Officer)

	
16C. DATE SIGNED


1/16/14


	
NSN 7540-01-152-8070                                                                                                  30-105                                                      STANDARD FORM 30 (REV. 10-83)


	
PREVIOUS EDITION UNUSABLE                                                                                  Computer Generated                                                                      Prescribed by GSA


FAR (48 CFR) 53.243
















200-2011-42084 00009

 Page 2 of 2












Option 1 Items:







	
ITEM

	 	
SUPPLIES / SERVICES

	
QTY / UNIT

	 	
UNIT PRICE

	 	 	
EXTENDED PRICE

	 
	 	
002

	 	
BioThrax [**] product

BioThrax [**] product

[**] Doses @ $[**] =

$[**]

 [**] upon date of delivery – [**]


To be delivered in accordance with the delivery schedule below

	
[**] Doses

	 	
$

	
[

	
**]

	 	
$

	
[

	
**]


	 	 	 	
Line(s) Of Accounting:


939ZTGA 2642 2012 75-X-0956

 5664711101 ($[**])

	
 

	 	 	 	 	 	 	 	 













	
ITEM

	 	
SUPPLIES / SERVICES

	
QTY / UNIT

	 	
UNIT PRICE

	 	 	
EXTENDED PRICE

	 
	 	
000202

	 	
BioThrax [**] product

BioThrax [**] product

 [**] upon date of delivery -[**]


 


Corresponds to Line Item 0002B in original contract.


 


To be delivered in accordance with the delivery schedule below

	
[**] Doses

	 	
$

	
[

	
**] -

	 	
$

	
[

	
**]


	 	 	 	
Line(s) Of Accounting:

 939ZTGA 2642 2012 75-X-0956 5664711101 $[**]

	
 

	 	 	 	 	 	 	 	 














 


Morgan, Lewis & Bockius LLP

225 Franklin Street, 15th floor

Boston, MA  02110

Tel: 617.341.7700

Fax: 617.341.7701

 www.morganlewis.com


December 27, 2013


Christine N. Godfrey

Contracting Officer

Centers for Disease Control and Prevention

Procurement and Grants Office

2920 Brandywine Road

 Atlanta, GA 30341-5539


Centers for Disease Control and Prevention (FMO)

PO Box 15580

 Atlanta, Georgia 30333-D080



	Re:	EMERGENT BIODEFENSE OPERATIONS LANSING LLC

 Contract No. 200-2011-42084





Dear Sir/Madam:


We represent Bank of America, N.A., in its capacity as administration agent, pursuant to certain financing arrangements with, among others, Emergent BioDefense Operations Lansing LLC.


On behalf of Bank of America, N.A. and in connection with Contract No. 200-2011-42084, please find enclosed one (1) Instrument of Assignment of Monies Due and to Become Due signed by EMERGENT BIODEFENSE OPERATIONS LANSING LLC, a Delaware limited liability company, and one (1) original and three (3) copies of a Notice of Assignment signed by BANK OF AMERICA, N.A., all relating to the above referenced contract. Please also find enclosed a copy of an action by unanimous written consent authorizing the execution of the instrument of Assignment of Monies Due and to Become Due by Emergent BioDefense Operations Lansing LLC.


Upon completion of your review and execution of the Notice of Assignment, please make all necessary changes to assign the proceeds of this contract to the payment remittance information set forth in the Notice of Assignment.  Please fax a copy of this letter, along with the executed Notice of Assignment (one (1) copy) and any modifications issued to the contract regarding this change, to my attention at (617) 341-7701.


In addition, please mail one (1) original set of the Assignment documents including a copy of any change order or modification issued subsequently, to my attention at Morgan, Lewis & Bockius LLP, 225 Franklin Street, Floor 16, Boston, MA 02110.


















 


Morgan, Lewis & Bockius LLP

225 Franklin Street, 15th floor

Boston, MA  02110

Tel: 617.341.7700

Fax: 617.341.7701

 www.morganlewis.com


Should you have any questions, please do not hesitate to contact me by telephone at (617) 341-7741 or by e-mail at andrew.wagner@morganlewis.com.  Thank you for your time and prompt attention regarding this matter.


Sincerely,


/s/ Andrew M. Wagner

 Andrew M. Wagner


Received by:


Signature:                                                                                    


Printed Name:                                                                                    


Date:  _________/________20_____























[EXECUTION COPY|


NOTICE OF ASSIGNMENT



	To:	Christine N. Godfrey

Contracting Officer

Centers for Disease Control and Prevention

Procurement and Grants Office

2920 Brandywine Road

 Atlanta, GA 30341-5539





Centers for Disease Control and Prevention (FMO)

PO Box 15580

 Atlanta, GA 30333-D080


Reference is hereby made to Contract No. 200-2011-42084, dated as of September 30, 2011, entered into between EMERGENT BIODEFENSE OPERATIONS LANSING LLC, a Delaware limited liability corporation (the "Contractor") and the Centers for Disease Control and Prevention, Procurement and Grants Office (the "Contract") to provide supplies and/or services according to the above referenced Contract.


Moneys due or to become due under the contract described above have been assigned to Bank of America, N.A., in its capacity as administrative agent (DUNS No. 055169452-0026) (CAGE Code 65LS5) under the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C. § 3727, 41 U.S.C. § 15 and the Federal Acquisition Regulations ("FAR") relating thereto (48C.F.R. 32.800-32.806).


A true copy of the instrument of assignment executed by the Contractor on December 11, 2013 is attached to this original notice.


Payments due or to become due under the Contract should be made to the undersigned assignee as follows:


If by ACH, please remit to:


ABA No.: 054000030

Acct.No.: [**]

Account Name: Emergent Biodefense

 Operation Lansing LLC


Please return to the undersigned, at your earliest convenience, the three enclosed copies of this notice, executed, with appropriate notations showing the date and hour of receipt, and duly signed by the person acknowledging receipt on behalf of the addressee.  Please distribute a copy to the appropriate party in the accounts payable office for your agency.


[Remainder of Page Intentionally Left Blank]




























Very truly yours,


BANK OF AMERICA, N.A., as Administrative Agent



		
By:  /s/ Erik M. Truette


Name: Erik M. Truette


Title: Assistant Vice President

	









Address for Notices:

Bank of America, N.A.

100 Federal Street

Mail Code:  MA5-100-07-08

Boston, MA 02110

Attention:  Lori J. Egan, Vice President

 Telephone:  617-434-8398




























Acknowledgment


Receipt is hereby acknowledged of the above notice and a copy of the above-mentioned instrument of assignment. They were received at __________ (a.m.) (p.m.) on _________, 2013.






 [Signature]






 [Title]






 On Behalf of






Name of Addressee


















[EXECUTION COPY]


Instrument of Assignment of Monies Due and to Become Due


Know all men by these presents that Emergent Biodefense Operations Lansing LLC, a Delaware limited liability company, with an office at 3500 N. Martin Luther King Jr. Boulevard, Lansing, Michigan 48906 (hereinafter called the "Assignor"), in consideration of financial accommodations provided or to be provided, and for other good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, assign, set over, transfer, pledge and convey (under the Assignment of Claims Act 31 USC Section 3727, 41 USC Section 15 and the Federal Acquisition Regulations ("FAR") relating thereto (48 C.F.R. 32.800-32.806)) to Bank of America, N.A. (DUNS No. 055169452-0026) (CAGE Code 65LS5), in its capacity as Administrative Agent under the Credit Agreement (as such term is hereinafter defined) (hereinafter called the "Assignee"), all of Assignor's right, title and interest which Assignor now has or may have in and to all monies due and to become due from the United States of America or from any agency or department thereof under that certain contract listed on the attached Exhibit A, which exhibit is made a part of this Assignment (the "Contract"), between the United States of America acting through the agency listed on Exhibit A and the Assignor, and under any and all amendments and modifications of the Contract and supplements to the Contract.


The Assignor hereby authorizes the Assignee to receive and collect any amount or amounts due or to become due under the Contract, and under any and all amendments and modifications of the Contract and supplements to the Contract, and to receive and collect the same as fully and to the same extent as if said moneys were its own funds and to apply said money to repayment of any loans, other credit extensions or other amounts owning pursuant to that certain credit agreement, dated December 11, 2013, as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time (the "Credit Agreement") by and among the Assignor, the Assignee and certain other parties, pursuant to which various banks and other financing institutions have agreed to make loans and provide other extensions of credit for the purpose, among others, of financing the Assignee in the performance of the Contract.


The Assignor hereby further authorizes and directs the United States of America to make all payments due under the Contract and any and all amendments or modifications of the Contract and supplements to the Contract direct to the Assignee by ACH or other electronic transfer, check or other orders, payable to the order of the Assignee.


[Remainder of Page Intentionally Left Blank.)


















IN WITNESS WHEREOF, the Assignor has caused this instrument to be signed, sealed, and delivered by its proper officer thereunto duly authorized this 11th day of December, 2013.


EMERGENT BIODEFENSE OPERATIONS LANSING LLC, a Delaware limited liability company


By:  /s/ Robert G. Kramer                                                                                    (Seal)

Name:  Robert G. Kramer

Title:  Treasurer


Address for Notices:


Emergent Biodefense Operating Lansing LLC

2273 Research Blvd., Suite 400

Rockville, Maryland 20850

Attention:  Ria Fletcher, Senior Director, Grants and Contracts

Telephone:  (301) 216-9920 Ext. 6520







The undersigned, Shawnte M. Mitchell, the Secretary of the Assignor, hereby certifies that Robert G. Kramer, who executed the foregoing instrument, is the duly elected, qualified, and acting Treasurer of the Assignor and is an authorized signer of the Assignor and that the signature set forth above his/her name is his/her genuine signature.


/s/ Shawnte M. Mitchell                                                                                    

 Shawnte M. Mitchell, Secretary




























State of Maryland


County of Montgomery


On this 02 day of December, 2013, before me, the undersigned Notary Public, personally appeared Robert G. Kramer, who acknowledged himself/herself to be the Treasurer of Emergent Biodefense Operations Lansing LLC, a Delaware limited liability company, and that he/she, as Treasurer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself/herself as Robert G. Kramer.  In witness whereof, I hereunto set my hand and official seal.


/s/ Michelle L. Tomasetti                                                                                    

 NOTARY PUBLIC


Print Name:  /s/ Michelle L. Tomasetti                                                                                    


Notary Public

My commission expires:  7/9/2015


[Notary Seal]























Exhibit A


List of Assigned Contracts







	
Contract #

	
Date

	
Agency

	
Description


	
200-2011-42084, as amended by Amendment 00001, dated March 21, 2012, as further amended by Amendment 00002, dated September 1, 2012, as further amended by Amendment 00003, dated April 5, 2013, as further amended by Amendment 00004, dated June 1, 2013, as further amended by Amendment 00005, dated June 1, 2013, as further amended by Amendment 00006, dated June 2, 2013, as further amended by Amendment 00007, dated September 25, 2013 and as further amended by Amendment 00008, dated September 30, 2013

	
9/30/2011

	
Centers for Disease

Control and Prevention, Procurement and Grants

Office

 2920 Brandywine Road Atlanta, GA  30341-5539

	
Manufacture and deliver

 BioThrax in accordance with the terms of the Contract and other services related thereto as more particularly described in the Contract