EX-10.1



 Exhibit 10.1 

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 “[***].” 
  

											
	AWARD/CONTRACT                          
  	 	 1. THIS CONTRACT IS A RATED ORDER
UNDER DPAS (15 CFR 350)
	 	u      	 	RATING	 	PAGE    OF    PAGES
	 	 	 	 N/A
	 	1    	 	55      
	2. CONTRACT (Proc. Inst. Ident.) NO.	 	 3. EFFECTIVE DATE
	 	4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
	HHSO100201500011C	 	 See block 20C (below)
	 	
                                         
           


											
	
5. ISSUED BY                      
  
	 	CODE  	 	 	 	6. ADMINISTERED BY (If other than Item 6) 	 	CODE  	 	 
	 Office of Acquisitions Management, Contracts, and Grants (AMCG)

330 Independence Ave., S.W. Room G640

Washington, D.C. 20201
	 	  
 See Block
5.
	 	 	 	 


													
	7. NAME AND ADDRESS OF CONTRACTOR (No. street, county, state and ZIP Code)	 	8. DELIVERY
	  
 Pfenex Inc

10790 Roselle Street
 San Diego, CA 92121

CAGE: 5UJ49
	 	  

See Schedule.
  

	 	 9/ DISCOUNT FOR PROMPT PAYMENT

 
 N/A

 

	 	 10. SUBMIT INVOICES

 
 ADDRESS SHOWN IN: F.3
	 	 ITEM
  

See Section G.

	CODE DUNS No. 01360371	 	FACILITY CODE 	 	 
	11. SHIP TO/MARK FOR	 	CODE    	 	N/A	 	12. PAYMENT WILL BE MADE BY	 	CODE    	 	N/A
	  

See Block 5
  ̈                                  
           ̈
	 	  

See Block 5
	 	 	 	 
	13. AUTHORITY FOR USING OTHER FULL AND OPEN COMPETITION:  N/A	 	14. ACCOUNTING AND APPROPRIATION DATA
	10 U.S.C.
2304(c)(    )                            41 U.S.C.
253(c)(    )	 	 	 	 	 	 
	15A. ITEM NO.	 	15B. SUPPLIES/SERVICES	 	 	 	15C. UNIT PRICE  	 	15D. AMOUNT  	 	15E. UNIT PRICE  	 	15F. AMOUNT                     
	  
 Title: RPA563
and Px563L Advanced Development
  
	 	 	 	(See Schedule)	 	(See Schedule)	 	(See Schedule)	 	(See Schedule)
	15G. TOTAL AMOUNT OF CONTRACT	 	 	 	 	 	 	 	u	 	$15,891,600.00
	16. TABLE OF CONTENTS	 	 	 	 	 	 	 	 	 	 


																			
	(ü)  	 	SEC.	 	DESCRIPTION	 	PAGE(S)	 	(ü)  	 	SEC.	 	DESCRIPTION	 	PAGE(S)
	PART I - THE SCHEDULE	 	PART II - CONTRACT CLAUSES	 	 
	x	 	A	 	SOLICITATION/CONTRACT FORM	 	 	 	01	 	x	 	I	 	CONTRACT CLAUSES	 	 	 	47    
	x	 	B	 	SUPPLIES OR SERVICES AND PRICE/COST	 	 	 	03	 	PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
	x	 	C	 	DESCRIPTION / SPECS / WORK STATEMENT	 	 	 	10	 	x	 	J	 	LIST OF ATTACHMENTS	 	 	 	54    
	x	 	D	 	PACKAGING AND MARKING	 	 	 	11	 	PART IV - REPRESENTATIONS AND INSTRUCTIONS
	x	 	E	 	INSPECTION AND ACCEPTANCE	 	 	 	11	 	x	 	K	 	REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS	 	 	 	55    
	x	 	F	 	DELIVERIES OR PERFORMANCE	 	 	 	12	 	 	 	 	 
	x	 	G	 	CONTRACT ADMINISTRATION DATA	 	 	 	22	 	 ̈	 	 	 	 	 	 	 	 
	x	 	H	 	SPECIAL CONTRACT REQUIREMENTS	 	 	 	29	 	 ̈	 	 	 	 	 	 	 	 
	CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
	
17.   x  CONTRACTOR’S NEGOTIATED AGREEMENT (Contractor is
required to sign this document and return 2 copies to issuing office.)
Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract
shall be subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein.
(Attachments are listed herein.)
  
	 	 18.    ̈  AWARD
(Contractor is not required to sign this document.) Your offer on Solicitation Number
                                        ,
including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the
following documents: (a) the Government’s solicitation and your offer, and (b) this award/contract. No further contractual document is necessary.

	 19A.  NAME AND TITLE OF SIGNER (Type or print)

 
 Dr. Bertrand C. Liang
	 	 20A. NAME OF CONTRACTING OFFICER

Francine Hemphill



															
	19B.  NAME OF CONTRACTOR	 		 	19C. DATE SIGNED    	 	20B. UNITED STATES OF AMERICA	 		 	20C. DATE SIGNED        	 	
		 		 	  
   8/14/15
	 		 		 		 	  
   8/14/15
	 	
	   /s/ Bertrand Liang
	 		 		 	BY	 	      /s/ Francine Hemphill
	 		 		 	
	  (Signature of person authorized to sign)

 
	 	 	 	 	 	 	 	   (Signature of Contracting Officer)

 
	 	 	 	 	 	 

  

					
	   NSN 7540-01-152-8069

  PREVIOUS EDITION UNUSABLE
	  	 26-107

Computer Generated
	  	 STANDARD FORM 26 (REV. 4-85)        

 

	  	  	Prescribed by GSAFAR (48 CFR) 53.214(a)        


  
 Page 1 

[***] 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. 








 Contents 
  

					
	 PART I – THE SCHEDULE
	  			
	 SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS
	  	 	3	  
	 SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
	  	 	9	  
	 SECTION D – PACKAGING, MARKING AND SHIPPING
	  	 	10	  
	 SECTION E – INSPECTION AND ACCEPTANCE
	  	 	10	  
	 SECTION F – DELIVERIES OR PERFORMANCE
	  	 	11	  
	 SECTION G - CONTRACT ADMINISTRATION DATA
	  	 	21	  
	 SECTION H - SPECIAL CONTRACT REQUIREMENTS
	  	 	28	  
		
	 PART II - CONTRACT CLAUSES
	  			
	 SECTION I - CONTRACT CLAUSES
	  	 	45	  
		
	 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
	  			
	 SECTION J - LIST OF ATTACHMENTS
	  	 	53	  
		
	 PART IV - REPRESENTATIONS AND INSTRUCTIONS
	  			
	 SECTION K - REPRESENTATIONS AND CERTIFICATIONS
	  	 	54	  


  

			
	  
 HHSO100201500011C
	  	
		  	Page 2
	[***] 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.









 PART I – THE SCHEDULE 

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS 

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES 

The Biomedical Advanced Research and Development Authority (BARDA) seeks to support the advanced research and development of a next generation anthrax vaccine
that provides significant advantages over the currently licensed Anthrax Vaccine Adsorbed (AVA), or BioThrax®. BioThrax generates a rather low level immune response, thereby requiring multiple
doses, and the manufacturer has struggled to improve productivity to the level necessary to fulfill the requirements of the US Strategic National Stockpile. 

The referenced BAA states that the next generation anthrax vaccine must include one or more of the following advantages: fewer doses to protection; faster
protective immune response; and/or improved storage conditions (e.g. avoidance of cold chain). Through its previous and ongoing work with BARDA’s Division of Strategic Science and Technology (SST). 

Pfenex Inc. (Pfenex) has developed two potential vaccine candidates based on the production of a stable mutant variant of recombinant Protective Antigen from
Bacillus anthracis (mrPA), antibodies to which are correlated with protection from anthrax disease. Pfenex believe that one or both of the vaccine candidates potentially possess one or more of the advantages sought by BARDA, and thus would fulfill
the target profile the government seeks for the next generation recombinant anthrax vaccine. 
 The Pfenex approach has combined two different efforts to
create an improved vaccine candidate. First, Pfenex has investigated mutant rPA antigen identified at the National Institutes of Health (NIH). This antigen, deemed mrPA, lacks specific protease cleavage sites resulting in a more stable antigen yet
produces a robust immune response in animals. Second, using the protein expression platform technology, Pfēnex Expression TechnologyTM, have produced mrPA in a specific dual protease-deficient Pseudomonas fluorescens strain, resulting in a
scalable fermentation process with titers of properly folded antigen up to [***] and a purification process that can produce multiple grams per liter of purified antigen. Every gram of purified mrPA can potentially produce [***] doses of vaccine
assuming [***]. Thus, with the successful development of a highly productive expression strain and production process for mrPA, Pfenex has developed a solution to specifically address the historical challenges related to the low production of
recombinant Protective Antigen (rPA), thus potentially allowing the fulfillment of the Strategic National Stockpile statutory requirements. 
 The Advanced
Research and Development effort will progress in specific stages that cover the base work segment and the eight (8) option work segments. Work performed during the base segment and in the eight (8) option segments each constitutes an
independent, non-severable discrete work segment that cannot be subdivided for separate performance. Work specified in each work segment is necessary to support the development of recombinant Protective Antigen (rPA) as an MCM. Each of the
non-severable, discreet work segments contains multiple activities that when reviewed in total shall satisfy a defined end-product for each segment. The Government has determined that it has a Bona Fide Need for each non-severable discrete work
segment. That need will be met upon the completion of the defined task(s) listed in the Work Breakdown Statement (WBS) in the Statement of Work (SoW) for each work segment (See Section J-Attachment 1), the completion of the Milestones in the
Contract and submission of the deliverables required in the Contract (See Section J–Attachment 2.). Each work segment provides independent merit and value to the Government. Each work segment will be fully funded from an appropriation source
that is current at the time the contract is awarded (Base Work Segment) and at the time the Government exercises each option. 
 ARTICLE B.2. BASE
PERIOD (August 13, 2015, through February 12, 2018) 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 3
	[***] 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.










	 	a.	The total estimated cost of the base period of the contract excluding fee is $14,992,075. 

  

	 	b.	The total fixed fee for the base period of performance is $899,525.00 

  

	 	c.	The fixed fee for the base period of performance (CLIN 0001) and any exercised cost- reimbursement contract options shall be paid at a rate equal to 6% of actual costs incurred per invoicing period, with the
balance of fee payable upon successful completion of all work under each CLIN, up to a maximum fee of $899,525.00 subject to the following limitations: 

  

	 	•	 	The government shall withhold the payment of a portion of the fee to protect the government’s interest as set forth in Federal Acquisition Regulation (FAR) 52.216-8, Fixed Fee (June 2011). The government shall
withhold [***] of the total fixed fee or [***] whichever is less, until after government review and acceptance of the Final Technical Progress Report. 

  

	 	d.	The total estimated cost of the base period of the contract, CLIN 0001, represented by the sum of the total estimated cost plus fixed fee is $15,891,600. The government will not be responsible for any
Contractor-incurred costs that exceed this amount unless a modification to the contract is signed by the Contracting Officer which expressly increases this amount. 


 

	 	e.	The Contractor shall maintain records of all contract costs and such records shall be subject to FAR 52.215-2 (Oct 2010), Audit and Records-Negotiation, and Health and Human Services Acquisition Regulation
(HHSAR) 352.242-74, Final Decisions on Audit Findings, incorporated by reference into this contract in SECTION I. 

  

																	
	 CLIN
	  	 Estimated

Period of

Performance
	  	 Supplies/Services
	  	Total
Estimated
Cost	 	  	Fixed Fee	 	  	Total
Estimated
Cost Plus
Fixed Fee	 
	 0001
	  	08/13/2015-02/12/2018	  	PHASE 1A STUDY AND CONTINUATION OF STABILITY STUDIES	  	$	14,992,075.00	  	  	$	899,525.00	  	  	$	15,891,600	  

 ARTICLE B.3. OPTION PRICES 

Pursuant to FAR 52.217-9, Option to Extend the Term of the Contract (Mar 2000), set forth in full in ARTICLE I.3 of this contract, the
government may, by unilateral contract modification, require the Contractor to perform discrete portions of additional work as specified in the Statement of Work. 

Unless the government exercises one or more optional CLINs, the contract consists only of the base work specified in the Statement of
Work as defined in SECTIONS C and F, with estimated costs set forth in ARTICLE B.2 of the contract. 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 4
	[***] 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.










																			
	 CLIN
	  	Option	  	 Estimated

Period of

Perf.
	  	 Supplies/

Services
	  	Total Est.
Cost	 	  	Fixed
Fee	 	  	Total Est.
Cost Plus
Fixed Fee	 
	 0002
	  	1	  	08/12/2015-11/03/2016	  	[***]	  	$	2,480,823	  	  	$	148,849	  	  	$	2,629,672	  
	 0003
	  	2	  	11/24/2016-02/24/2019	  	[***]	  	$	12,966,402	  	  	$	777,984	  	  	$	13,744,386	  
	 0004
	  	3	  	05/27/2018-08/02/2020	  	[***]	  	$	44,230,173	  	  	$	2,653,810	  	  	$	46,883,983	  
	 0005
	  	4	  	11/16/2015-08/19/2016	  	[***]	  	$	2,299,739	  	  	$	137,984	  	  	$	2,437,723	  
	 0006
	  	5	  	11/24/2016-12/08/2017	  	[***]	  	$	2,304,571	  	  	$	138,274	  	  	$	2,442,845	  
	 0007
	  	6	  	01/09/2016-08/05/2020	  	[***]	  	$	14,107,610	  	  	$	846,457	  	  	$	14,954,067	  
	 0008
	  	7	  	11/24/2016-08/09/2020	  	[***]	  	$	41,202,354	  	  	$	2,472,141	  	  	$	43,674,496	  
	 0009
	  	8	  	12/24/2016-05/13/2017	  	[***]	  	$	750,622	  	  	$	45,037	  	  	$	795,659	  

 ARTICLE B.4. LIMITATIONS APPLICABLE TO DIRECT COSTS 

 

	 	a.	Items Unallowable Unless Otherwise Provided 

 Notwithstanding the clause FAR 52.216-7,
Allowable Cost and Payment, incorporated in this contract, unless authorized in writing by the Contracting Officer in the form of a Contracting Officer Authorization (COA), the costs of the following items or activities shall be
unallowable as direct costs: 
  

	 	1.	Acquisition, by purchase or lease, of any interest in real property; 

  

	 	2.	Special rearrangement or alteration of facilities; 

  

	 	3.	Purchase or lease of any item of general purpose office furniture or office equipment regardless of dollar value. (General purpose equipment is defined as any items of personal property which are usable for purposes
other than research, such as office equipment and furnishings, pocket calculators, etc.); 

  

	 	4.	Travel to attend general scientific meetings, subject to limitation under Article B.4.b.1; 

  

	 	5.	Foreign travel; 

  

	 	6.	Subcontractor and/or Consultant costs; 


  

			
	  
 HHSO100201500011C
	  	
		  	Page 5
	[***] 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.










	 	7.	Patient Care Costs; 

  

	 	8.	Accountable government property (defined as both real and personal property with an acquisition cost of $1,000 or more and a life expectancy of more than two years) and “sensitive items” regardless of
acquisition value (Section J, Attachment 6). 

  

	 	9.	Printing Costs (as defined in the government Printing and Binding Regulations). 

  

	 	10.	Light Refreshment and Meal Expenditures are not authorized. 

  

	 	11.	Costs for meeting room or conference space used for face to face meetings with United States government (USG) staff in the performance of this contract at Government or Contractor facilities are not authorized.


  

	 	b.	Travel Costs 

  

	 	1.	Total expenditures for all travel (transportation, lodging, subsistence, and incidental expenses) incurred by the Prime Contractor in direct performance of this contract during the base period shall not exceed [***]
without the prior written approval of the Contracting Officer. Cost must be consistent with FAR 52.247-63 – Preference for U.S. - Flag Air Carriers. 

  

	 	2.	The Contactor shall invoice and be reimbursed for all travel costs in accordance with FAR 31.205-46, Travel Costs and GSA Per Diem Rates (www.gsa.gov/perdiem). 


 

	 	3.	Requests for foreign travel must be submitted at least four weeks in advance and shall contain the following: 


(i) meeting(s) and place(s) to be visited, with costs and dates; 

(ii) names(s) and title(s) of Contractor personnel to travel and their functions in the contract project; 

(iii) contract purpose to be served by the travel; 

(iv) how travel of Contractor personnel will benefit and contribute to accomplishing the contract project, or will otherwise justify the
expenditure of AMCG contract funds; 
 (v) how such advantages justify the costs for travel and absence from the project of more than one
person if such are suggested; and 
 (vi) what additional functions may be performed by the travelers to accomplish other purpose of the
contact and thus further benefit the project. 
 ARTICLE B.5. ADVANCE UNDERSTANDINGS 

 

	 	a.	Subcontracts 

 Prior written consent from the Contracting Officer in the form of a
Contracting Officer Authorization (COA) is required for any subcontract that: 
 Is of the cost-reimbursement type or Time-and-Materials
(T&M); 
 Is Fixed-Price and exceeds [***] or [***] of the total estimated cost of the Contract. 

The Contracting Officer shall request appropriate supporting documentation in order to review and determine authorization, pursuant with FAR
Clause 52.244-2, Subcontracts (Alternate I). After receiving written consent of the subcontract by the Contracting Officer, a copy of the signed, executed subcontract and consulting agreement shall be


  

			
	  
 HHSO100201500011C
	  	
		  	Page 6
	[***] 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.









 
provided to the Contracting Officer within ten (10) calendar days. 
 Note:
Consulting services are treated as subcontracts and subject to the ‘consent to subcontract’ provisions set forth in this Article. 
  

	 	b.	Security 

 The contractor is required to secure an approved Security Plan unless an
approved waiver is obtained for this effort. A security waiver may be requested through the Contracting Officer. In the event a security waiver cannot successfully be attained, the Government will notify the Contractor who will subsequently be
required to deliver a security plan to the Government, conforming within the following paragraphs. 
 The work to be performed under this
contract will involve access to sensitive Biomedical Advanced Research and Development Authority [BARDA] program information. Upon contract award, the Program Protection Officer (PPO) will request submission of and review the Draft Security Plan in
detail and submit comments within ten (10) business days to the CO to be forwarded to the Contractor. The Contractor shall review the Draft Security Plan comments, and if changes are required, submit a Final Security Plan to the U.S. Government
within thirty (30) calendar days after receipt of the Program Protection Officer’s (PPO) comments. The Final Security Plan shall include a timeline for compliance of all the required security measures. Upon completion of initiating all
security measures, the Contractor shall supply to the CO and Contracting Officer’s Representative (COR) a letter certifying compliance to the elements outlined in the Final Security Plan. The execution of the work under this contract shall be
in accordance with the approved Final Security Plan. The Contractor shall ensure that the storage, generation, transmission or exchanging of BARDA sensitive information has the appropriate security controls in place. At a minimum, the Final Security
Plan shall address the following items: 
 Personnel Security Policies and Procedures including, but not limited to: Recruitment of new
employees; Interview process; Personnel background checks; Suitability/adjudication policy; Access determination; Rules of behavior/conduct; Termination procedures; Non-disclosure agreements. 

Physical Security Policies and Procedures including but not limited to: Internal/external access control; Identification/badge requirements;
Facility visitor access; Parking areas and access; Barriers/perimeter fencing; Shipping, receiving and transport (on and off- site); Security lighting; Restricted areas; Signage; Intrusion detection systems; Closed circuit television; Other control
measures. 
 Information Security Policies and Procedures including but not limited to: Identification of sensitive information; Access
control/determination; Secured storage infrastructure; Document control; Retention/destruction requirements. 
 Information Technology
Security Policies and Procedures including but not limited to: Intrusion detection and prevention systems; firewalls, Encryption systems; Identification of sensitive information/media; Passwords; Removable media; Laptop policy; Media access
control/determination; Secure storage; System document control; System backup; System disaster recovery. 
 Security Reporting Requirement -
Violations of established security protocols shall be reported to the CO and COR within 24 hours of the contractor’s discovery of any compromise, intrusion, loss or interference of its security processes and procedures. The Contractor shall
ensure that all software components that are not required for the operation and maintenance of the database/control system have been removed and/or disabled. The Contractor shall provide to the CO and the COR information appropriate


  

			
	  
 HHSO100201500011C
	  	
		  	Page 7
	[***] 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.









 
to Information and Information Technology software and service updates and/or workarounds to mitigate all vulnerabilities associated with the data and shall maintain the required level of system
security. 
 The Contractor will investigate violations to determine the cause, extent, loss or compromise of sensitive program information,
and corrective actions taken to prevent future violations. The CO in coordination with BARDA will determine the severity of the violation. Any contractual actions resulting from the violation will be determined by the Contracting Officer. 

 

	 	c.	Confidential Treatment of Sensitive Information 

 The Contractor shall, to the extent
permitted by law, guarantee strict confidentiality of sensitive/confidential information/data that is provided by the USG during the performance of the contract. The USG has determined that certain information/data that the Contractor will be
provided during the performance of the contract is of a sensitive nature. 
 Disclosure of confidential/sensitive information/data, in whole
or in part, by the Contractor can only be made after the Contractor receives prior written approval from the Contracting Officer. Whenever the Contractor is uncertain with regard to the proper handling of information/data under the contract, the
Contractor shall obtain a written determination from the Contracting Officer. 
 Notwithstanding the foregoing, such information/data shall
not be deemed of a sensitive or confidential nature with respect to the Contractor for purposes of this contract if such information/data: (a) was already known to the Contractor other than by prior disclosure by the USG or discovered through
work under a prior USG contract; (b) was generally available or known, or was otherwise part of the public domain, at the time of its disclosure to the Contractor; (c) became generally available or known, or otherwise became part of the
public domain, after its disclosure to, or, with respect to the information/data by, the Contractor through no fault of the Contractor; (d) was disclosed to the Contractor, other than under an obligation of confidentiality or non-use, by a
third party who had no obligation to the USG that controls such information/data not to disclose such information/data to others; or (e) was independently discovered or developed by the Contractor, as evidenced by its written records, without
the use of information/data belonging to the USG. 
 The Contractor may disclose information/data of a sensitive nature provided by the USG
to the extent that such disclosure is: (a) made in response to a valid order of a court of competent jurisdiction (b) otherwise required by law or regulation, (c) made by the Contractor to the Regulatory Authorities as required in
connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information/data. 

 

	 	d.	Sharing of contract deliverables within United States Government (USG) 

 In an effort to
build a robust medical countermeasure pipeline through increased collaboration, BARDA may share technical deliverables with USG entities responsible for Medical Countermeasure Development. In accordance with recommendations from the Public Health
Emergency Medical Countermeasure Enterprise Review, agreements established in the Integrated Portfolio Advisory Committee (PAC) Charter, and agreements between BARDA and the Department of Defense and the National Institutes of Health, BARDA may
share technical deliverables and data created in the performance of this contract with colleagues within the Integrated Portfolio. This advance understanding does not authorize BARDA to share financial information outside of the United States
Government. The Contractor is advised to review the 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 8
	[***] 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.









 
terms of FAR 52.227-14, Rights in Data – General, regarding the government’s rights to deliverables submitted during performance as well as the government’s rights to data
contained within those deliverables. 
  

	 	e.	Review of Protocols 

 The Contractor shall submit all protocols as referenced under this
Contract to the COR for review. The Government requires no fewer than eight (8) business days to perform a review. The Contractor shall take this review time into account and submit protocols as early as possible to avoid delays. The
Government’s comments and feedback shall be addressed prior commencement of the studies. The Contractor shall not commence with studies until a mutual agreement has been reached with the Government on the protocol(s). 

 

	 	f.	Limited Rights Data 

 The contract incorporates the Alternate II to FAR Clause 52.227-14,
Rights in Data—general, pursuant to FAR Clause 52.227-14 (g)(3). In the event that the U.S. Government requires the delivery of pre-existing privately funded data, Pfenex, will identify that specific pre-existing privately funded data and
that data will be marked with the limited rights notice specified under FAR Clause 52.227-14 (g)(3)(a). 
  

	 	g.	FDA Submissions 

 “Except as noted in Section B.5.e above with respect to the
original protocol submission, any documents and/or reports that need to be provided to the FDA, but are not generated under this contract, are exempt from the time required for BARDA’s review. However, BARDA must be notified in advance of
documents and/or reports being submitted.” 
  

	 	h.	Access Limitations 

 The US Government may only conduct or participate in audits, site
visits and inspections and require delivery of documentation hereunder of activities funded by this contract. 
  

	 	i.	Clinical Hold Costs 

 Notwithstanding the provisions of Article H.1.2.iii below, the
parties agree that Contractor may use contract funds during a clinical hold for activities related to patients coming off the study, monitoring of patients, winding down the study or for developing a plan and completing the activities to address the
issues that caused or contributed to the clinical hold. 
  

	 	j.	[***] 

 SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT 

ARTICLE C.1. STATEMENT OF WORK 
 Independently and not as
an agent of the government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities not otherwise provided by the government as needed to perform the Statement of Work dated April 17,
2015, set forth in SECTION J - List of Attachments, attached hereto and made a part of the contract. 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 9
	[***] 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.









 ARTICLE C.2. REPORTING REQUIREMENTS 

Refer to ARTICLE F.2 for specific instructions regarding Reporting Requirements. 

ARTICLE C.3. EARNED VALUE MANAGEMENT SYSTEM (EVMS) IMPLEMENTATION REQUIREMENTS 

The Contractor and BARDA agree that the EVMS implementation requirements that are contained in the contract are limited to the implementation requirements
outlined by the 7 Principles of Earned Value Management Tier 3 System Implementation Intent Guide contained in the Attachments (Section J.) of the contract. The total amount of this contract reflects the use of the 7 Principles of EVMS
Implementation. 
 Refer to Article F.2. for specifics on EVMS deliverables. 

ARTICLE C.4. PROJECT MEETING CONFERENCE CALLS 
 A
conference call between the Contracting Officer’s Representative and designees and the Contractor’s Project Leader/delegate and designees shall occur bi-weekly or as otherwise mutually agreed upon by the USG and the Contractor or
determined by the Contracting Officer. During this call the Contractor’s Project Leader/delegate and designees will discuss the activities since the last call, any problems that have arisen and the activities planned until the next call takes
place. The Contractor’s Project Leader/delegate may choose to include other key personnel on the conference call to give detailed updates on specific projects or this may be requested by the Contracting Officer’s Representative. Electronic
copy of conference call meeting minutes/summaries shall be provided via e-mail to the CO, COR, and uploaded in e-room by the Contractor within five (5) business days after the conference call is held. 

ARTICLE C.5. OTHER PROJECT MEETINGS 
  

	 	a.	Kickoff Meeting 

 The Contractor and USG shall conduct a kickoff meeting within 30
calendar days after contract award. Contractor shall provide an itinerary/agenda no later than 5 business days before meeting. Minutes from the kickoff meeting must be provided within 10 business days of the event. 

 

	 	b.	Quarterly and Ad-Hoc Meetings 

 The contractor shall participate in Project Meetings to
coordinate the performance of the contract, as requested by the Contracting Officer’s Representative. These meetings may include face-to-face meetings with AMCG and BARDA in Washington, D.C. and at work sites of the Contractor and
subcontractors. Such meetings may include, but are not limited to, meetings of the Contractor to discuss study designs, site visits to the Contractor’s facilities, and meetings with the Contractor and HHS officials to discuss the technical,
regulatory, and ethical aspects of the program. Subject to the data rights provisions in this contract, the Contractor will provide data, reports, and presentations to groups of outside experts and USG personnel as required by the Contracting
Officer’s Representative in order to facilitate review of contract activities. Notwithstanding the foregoing, the USG shall ensure that any non-USG personnel receiving such information from Contractor or the USG shall be subject to
non-disclosure agreements that require appropriate protections for Contractor’s confidential or proprietary data. Contractor shall provide itinerary/agenda at least 5 business days in advance of face-to-face meeting. 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 10
	[***] 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.










	 	c.	Face-to-Face Project Review Meetings 

 The contractor shall, at a time to be
determined later, present a comprehensive review of contract progress to date in a face-to-face meeting in Washington, DC. The contractor will be responsible for updating BARDA program on technical progress under the Statement of Work. 

Presentation must be delivered seven (7) business days prior to the scheduled meeting. 

SECTION D – PACKAGING, MARKING AND SHIPPING 
 All
deliverables required under this contract shall be packaged, marked and shipped in accordance with USG specifications. At a minimum, all deliverables shall be marked with the contract number and Contractor name. 

Unless otherwise specified by the Contracting Officer, delivery of reports to be furnished to the USG under this contract (including invoices) shall be
delivered to AMCG and BARDA electronically along with a concurrent email notification to the Contracting Officer, Contract Specialist, and COR (as defined in SECTION F.3. ELECTRONIC SUBMISSION) summarizing the electronic delivery. 

SECTION E – INSPECTION AND ACCEPTANCE 
 ARTICLE
E.1. FAR 52.252-2, CLAUSES INCORPORATED BY REFERENCE (FEBRUARY 1998) 
 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. 
  

			
	 FAR Clause
	    	 Title and Date

	52.242-15	    	Stop Work Order (Aug 1989)
	52.246-9	    	Inspection of Research and Development (Short Form) (Apr 1984)

 ARTICLE E.2. DESIGNATION OF GOVERNMENT PERSONNEL 

For the purpose of this SECTION E, the designated Contracting Officer’s Representative (COR) is the authorized representative of the Contracting Officer.
The COR will assist in resolving technical issues that arise during performance. The COR however is not authorized to change any contract terms or authorize any changes in the Statement of Work or modify or extend the period of performance, or
authorize reimbursement of any costs incurred during performance. 
 ARTICLE E.3. INSPECTION, ACCEPTANCE AND CONTRACT MONITORING 

Inspection and acceptance of the materials services and documentation called for herein shall be accomplished by the Contracting Officer or a duly authorized
representative. 
 Inspection and acceptance will be performed at: 

Office of Acquisition Management, Contracts, and Grants (AMCG) Office of the Assistant Secretary for Preparedness and Response 

U.S. Department of Health and Human Services 330 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 11
	[***] 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.









 Independence Avenue, S.W., Room G644 Washington, D.C. 20201 

 

	 	a.	Site Visits and Inspections 

 At the discretion of the USG and independent of activities
conducted by the Contractor, with 48 hours’ notice to the contractor, the USG reserves the right to conduct site visits and inspections on an as needed basis including collection of product samples and intermediates held at the location of the
contractor, or subcontractor. All costs reasonably incurred by the Contractor and subcontractor for such visit and/or inspection shall be allowable costs subject to the Allowable cost requirements in FAR Subpart 31.2. The Contractor shall coordinate
these visits and shall have the opportunity to accompany the USG on any such visits. Under time-sensitive or critical situations, the USG reserves the right to suspend the 48 hour notice to the Contractor. The areas included under the site visit
could include, but are not limited to: security, regulatory and quality systems, manufacturing processes and cGMP/GLP/GCP compliance. 
 If
the USG, Contractor, or other party identifies any issues during an audit, the Contractor shall capture the issues, identify potential solutions, and provide a report to the USG for review and acceptance. 

 

	 	•	 	If issues are identified during the audit, the Contractor shall submit a report to the CO and COR within five (5) business days detailing the finding and corrective action(s) of the audit. 


 

	 	•	 	COR and CO will review the report and provide a response to the Contractor within ten (10) business days. 

  

	 	•	 	Once corrective action is completed, the Contractor will provide a final report to the CO and COR. 

 SECTION
F – DELIVERIES OR PERFORMANCE 
 ARTICLE F.1. PERIOD OF PERFORMANCE 

Base Period 
 Under CLIN 0001, the estimated period of
performance for the base performance segment of this contract shall be from August 13, 2015 through February 12, 2018 (18 months). 
 Option
CLINs 
  

							
	 CLIN
	  	Option	  	 Estimated Period of Performance
	  	 Supplies/Services

	 0002
	  	1	  	08/12/2015-11/03/2016	  	SEE ATTACHMENT 2
	 0003
	  	2	  	11/24/2016-02/24/2019	  	SEE ATTACHMENT 2
	 0004
	  	3	  	05/27/2018-08/02/2020	  	SEE ATTACHMENT 2
	 0005
	  	4	  	11/16/2015 – 08/19/2016	  	SEE ATTACHMENT 2
	 0006
	  	5	  	11/24/2016 – 12/08/2017	  	SEE ATTACHMENT 2


  

			
	  
 HHSO100201500011C
	  	
		  	Page 12
	[***] 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.










							
	 0007
	  	6	  	01/09/2016 – 08/05/2020	  	SEE ATTACHMENT 2
	 0008
	  	7	  	11/24/2016-08/09/2020	  	SEE ATTACHMENT 2
	 0009
	  	8	  	12/24/2016-05/13/2017	  	SEE ATTACHMENT 2

 NOTE: Base period and all option periods (if exercised in accordance with FAR clause FAR clause 52.217-09, Option to Extend
the Term of the Contract (Mar 2000), shall not exceed sixty (60) months. 
 ARTICLE F.2. DELIVERABLES 

Successful performance of the final contract shall be deemed to occur upon completion of performance of the work set forth in the Statement of Work dated
April 17, 2015, set forth in SECTION J - List of Attachments of this contract and upon delivery and acceptance, as required by the Statement of Work, by the Contracting Officer, of each of the deliverables described in SECTION C, SECTION F, and
SECTION J, Attachment 2, “Contract WBS Milestones and Related Deliverables”. 
 All deliverables and reporting documents listed within this
section shall be delivered electronically (as defined in SECTION F.3. ELECTRONIC SUBMISSION) to the CO, CS, and the COR unless otherwise specified by the Contracting Officer. 
  


	 	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: Francine
Hemphill, Contracting Officer 330 
 Independence Avenue, S.W., Room G640 

Washington, DC 20201 
 Email:
Francine.hemphill@hhs.gov 
 HHS/ASPR/BARDA 

ATTN: Daniel Wolfe, Contracting Officer’s Representative 

330 Independence Avenue, S.W., Room G640 

Washington, DC 20201 
 Email:
Daniel.wolfe2@hhs.gov 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 13
	[***] 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.










							
	 Technical Reports

 

	 Item
	  	 Deliverable
	  	 Description
	  	 Deliverable Schedule

	1	  	Bi-weekly Teleconference and Meeting Minutes	  	The Contractor shall prepare minutes of all “Project Meetings and “Project Meeting Conference Calls” as defined in Article C. of this contract. In preparation for bi-weekly calls, briefing materials, including the
agenda and documents and information to be discussed will be prepared as needed.	  	 Contractor shall provide teleconference agenda and related materials twenty-four (24) hours in advance of the call.

 
 Contractor provides meeting minutes to COR within five (5) business days of the meeting.
COR reviews, comments, and approves minutes within 15 business days of receipt.

				
	2	  	Draft Security Plan	  	Draft Security Plan as detailed in Article B.5.d.	  	Within 10th calendar days following the effective date of the contract
				
	3	  	Monthly Technical Progress Report and Invoice	  	Monthly Progress report shall address the progress occurring over the corresponding period of time. See below, ARTICLE F.2.(b), “Detailed Description of Select Contract Deliverables,” for detailed instructions.
Additionally, submission of the Monthly Technical Progress Report will contain the invoice for actual costs incurred during the previous month that work was performed under the contract. The costs incurred in the invoice will be justified in a
summary report contained within the Monthly Technical Progress Report.	  	The 20th calendar day of each month following the first full month of the contract award. The Monthly Progress Report will not be required in months when an Annual or Final
Technical Progress Report is due.
				
	4	  	Annual Progress Report	  	Annual Progress report shall address the progress occurring over the corresponding period of time. See below, Article F.2.(b), “Detailed Description of Select Contract Deliverables,” for detailed instruction.	  	The 15th calendar day of the month following the end of each 12-month performance period. The Monthly Progress Report will not be required in months when an Annual Progress report
is due
				
	5	  	 In-Process Review (GO/NO GO
 Decision Gate)
Presentation
	  	In preparation for the IPR, the Contractor shall prepare a presentation demonstrating the technical progress made towards completion of the tasks under each work segment. The presentation shall demonstrate the status or completion
of the milestones and deliverables as specified under Section F and Attachment J.2.	  	 The presentation must be submitted to the CO/COR thirty (30) business days prior to the IPR IPR for BARDA review and comment. Subsequently, a
revised/final presentation will be required ten (10) business days prior to the IPR.
  

The CO will provide a written response within ten (10) business days on the decision to exercise or not exercise an
option.



  

			
	  
 HHSO100201500011C
	  	
		  	Page 14
	[***] 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.










							
	6	  	Earned Value Management Report	  	As described in Article C.3.	  	The 20th calendar day of each month following the first full month of the contract award.
				
	7	  	Draft Final Technical Progress Report	  	A draft Final Report containing a summation of the work performed under each task and subtask and the results obtained for the entire contract Period of Performance (PoP). The draft report shall be duly marked as “Draft.”
BARDA will provide comments that the Contractor shall incorporate into the Final Technical Progress Report.	  	Forty-five (45) calendar days before the completion date of the contract.
				
	8	  	Final Technical Progress Report	  	A Final Report containing a summation of the work performed and the results obtained for the entire contract Period of Performance (PoP).	  	Thirty (30) calendar days after the end of the technical period of performance.
				
	9	  	Summary of Salient Results	  	Contractor shall submit, with the Final Report, a summary (not to exceed 200 words) of salient results achieved during the performance of the contract.	  	On or before the expiration date of the contract.
				
	10	  	Deviation Notification. Changes to Execution of Planned Tasks and Mitigation Strategy	  	In order to process for changing tasks, including activities associated with task content, cost and schedule per IMP/Gantt baseline, the Contractor shall notify the Government of significant changes, justification, and rationale for
proposed alternative in writing. Cost reallocation and reconciliation of the budget should be included. Contractor shall provide a high-level management strategy for risk mitigation and update the Risk Management Plan	  	 Notice due within 1 week after discovery or need for changes to product development plan per Gantt identified.

 
 Contractor shall revise the IMP/Gantt within thirty (30) calendar days, update monthly s
part of the Monthly Progress Report, and update the Risk Management Plan.
  
 Contractor
must address, in writing, all concerns raised by BARDA and re-submit a IMP/GANTT that reflects or addresses BARDA’s concerns.

				
	11	  	Development Report	  	Final Reports detailing the parameters and capacity of upstream and downstream conditions.	  	Upon successful completion.
	  
 Other Technical Reports

 

	 Item
	  	 Deliverable
	  	 Deliverable Schedule
	  	 
	12	  	Audit Reports	  	Within fifteen (15) calendar days of the audit	  	(see F.2.b.4 below)
			
	13	  	 FDA/Regulatory Agency
  

Correspond. & Meeting Summaries
	  	Within five (5) business days of each meeting for Contractor’s minutes and upon receipt of minutes from FDA/regulatory agency.


  

			
	  
 HHSO100201500011C
	  	
		  	Page 15
	[***] 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.










							
	14	  	FDA/Regulatory Agency Submissions	  	 BARDA shall provide comment within five (5) business days after receipt. BARDA reserves the right to request more than 5 business
days for review of any regulatory submission that is of significant length.
  
 The
Contractor shall inform BARDA of the anticipated submission length so BARDA can make a determination if more than 5 business days will be needed to complete its review of the document.

			
	15	  	Supplemental Technical Documents	  	 Upon request. Contractor shall provide CO and COR with deliverables from the following contract funded activities: Process
Development Reports; Stability Assay Reports; Assay Qualification Plan/Report; Assay Validation Plan/Report; Assay Technology Transfer Report; Batch Records; Contractor/
  

Subcontractor Standard Operating Procedures (SOPs); Master Production Records; Certificate of Analysis; Clinical Studies Data or Reports. The CO and COR
reserve the right to request within the PoP a nonproprietary technical document for distribution within the USG.
  

Contractor shall provide technical document within 5 business days of CO or COR request.

 
 Contractor can request additional time on an as-needed basis.

 
 *If corrective action is recommended, the Contractor must address, in writing, concerns
raised by BARDA.

			
	16	  	 Invention Report
  

Annual Utilization Report
	  	Due on or before the 30th of the month following each 12-month period of performance.
			
	17	  	Final Invention Report	  	Due on or before the completion date of the contract.
			
	18	  	Kickoff Meeting	  	Within thirty (30) calendar days of contract award.

  

	 	b.	Detailed Description of Select Contract Deliverables 

  

	 	1.	Monthly Progress Report 

 This report shall include a description of the activities
during the reporting period, and the activities planned for the ensuing reporting period. The first reporting period consists of the first full month of performance plus any fractional part of the initial month. Thereafter, the reporting period
shall consist of each calendar month. 
 The Contractor shall submit a Monthly Progress Report on or before the 15th calendar day following
the last day of each reporting period and shall include the following: 
 A cover page that includes the contract number and title; the type
of report and period that it covers; the Contractor’s name, address, telephone number, fax number, and e-mail address; and the date of submission; 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 16
	[***] 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.









 SECTION I - An introduction covering the purpose and scope of the contract effort; 

SECTION II – PROGRESS 

SECTION II Part A: OVERALL PROGRESS - A description of overall progress; 

SECTION II Part B: MANAGEMENT AND ADMINISTRATIVE UPDATE - A description of all meetings, conference calls, etc. that have taken place during
the reporting period. Include progress on administration and management issues (e.g. evaluating and managing subcontractor performance and personnel changes); 

SECTION II Part C: TECHNICAL PROGRESS - For each activity related to the Gantt chart, document the results of work completed and costs
incurred during the period covered in relation to proposed progress, effort and budget. The report shall be in sufficient detail to explain comprehensively the results achieved. The description shall include pertinent data and/or graphs in
sufficient detail to explain any significant results achieved and preliminary conclusions resulting from analysis and scientific evaluation of data accumulated to date under the contract. Include progress or status updates for all SOW tasks in each
of the monthly technical progress reports for which there is activity ongoing in that SOW task area(s) as well as data for completed studies in any SOW task. The report shall also include a description of problems encountered and proposed corrective
action; differences between planned and actual progress, why the differences have occurred and what corrective actions are planned; preliminary conclusions resulting from analysis and scientific evaluation of data accumulated to date under the
project. 
 SECTION II Part D: PROPOSED WORK - A summary of work proposed for the next reporting period and preprints/reprints of papers and
abstracts, and a current/updated Gantt chart. 
 SECTION II Part E: Outstanding Issues/Anticipated Areas of Concern - a list of any existing
contractual concerns that impact the technical scope of work, schedule, or cost, as well as a list of potential or anticipated areas of concern that may be encountered in the future months. 

A Monthly Progress Report will not be required in the same month that the Annual or Final Technical Progress Reports are submitted. 

 

	 	2.	Annual Progress Reporting Requirement 

 This report shall include a summation of the
activities during the reporting period, and the activities planned for the ensuing reporting period. The first reporting period consists of the first full year of performance plus any fractional part of the initial year. Thereafter, the reporting
period shall consist of each calendar year. 
 The Contractor shall submit an Annual Progress Report on or before the 15th calendar day
following the last day of each reporting period and shall include the following: 
 A cover page that includes the contract number and
title; the type of report and period that it covers; the Contractor’s name, address, telephone number, fax 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 17
	[***] 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.









 
number, and e-mail address; and the date of submission; 
 SECTION I-EXECUTIVE SUMMARY
- A brief overview of the work completed and major accomplishments achieved during the reporting period. 
 SECTION II-PROGRESS 

SECTION II Part A: OVERALL PROGRESS - A description of overall progress highlighting the significant accomplishments in the past year; 

SECTION II Part B: MANAGEMENT AND ADMINISTRATIVE UPDATE - A description of all meetings, conference calls, etc. that have taken place during
the reporting period. Include progress on administration and management issues (e.g. evaluating and managing subcontractor performance and personnel changes); 

SECTION II Part C: TECHNICAL PROGRESS - For each activity, document the results of work completed and cost incurred during the period covered
in relation to proposed progress, effort and budget. The report shall be in sufficient detail to explain comprehensively the results achieved. The description shall include pertinent data and/or graphs in sufficient detail to explain any significant
results achieved and preliminary conclusions resulting from analysis and scientific evaluation of data accumulated to date under the contract. The report shall include a description of problems encountered and proposed corrective action; differences
between planned and actual progress, why the differences have occurred and what corrective actions are planned; preliminary conclusions resulting from analysis and scientific evaluation of data accumulated to date under the project. The report
should summarize progress made under each SOW task. 
 SECTION II Part D: PROPOSED WORK - A summary of work proposed for the next reporting
period; and preprints/reprints of papers, abstracts and a current Gantt chart. 
 A Monthly and Annual Progress Report will not be required
for the period when the Final Technical Progress Report is due and a Monthly Progress Report will not be required in the same month that the Annual Progress Report is submitted. 

Draft Final Technical Progress Report and Final Technical Progress Report 

These reports are to include a summation of the work performed and results obtained for the entire contract period of performance, detailing
accomplishments for each task. This report shall be in sufficient detail to describe comprehensively the results achieved. The Draft Final Report and Final Report shall be submitted in accordance with the DELIVERIES Article in SECTION F of the
contract. The Draft Final Technical Progress Report shall be submitted forty-five (45) calendar days before completion date of the contract and the Final Technical Progress Report shall be submitted 30 Calendar days post technical period of
performance. The report shall conform to the following format: 
 Cover page to include the contract number, contract title, performance
period covered, Contractor’s name and address, telephone number, fax number, e- mail address and submission date; 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 18
	[***] 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.









 SECTION I: EXECUTIVE SUMMARY - Summarize the purpose and scope of the contract effort including
a summary of the major accomplishments relative to the specific activities set forth in the Statement of Work.; 
 SECTION II: RESULTS - A
detailed description of the work performed related to the Gantt chart, the results obtained, and the impact of the results on the scientific and/or public health community, including a listing of all manuscripts (published and in preparation) and
abstracts presented during the entire period of performance, and a summary of all inventions. 
 Draft Final Technical Progress
Report: The Contractor is required to submit the Draft Final Technical Progress Report to the Contracting Officer’s Representative and Contracting Officer. This report is due forty-five (45) calendar days before the completion date of
the contract. The Contracting Officer’s Representative and Contracting Officer will review the Draft Final Technical Progress Report and provide the Contractor with comments within fifteen (15) calendar days after receipt. 

Final Technical Progress Report: The contractor shall incorporate all BARDA comments into the Final Technical Progress Report. The
Contractor will deliver the final version of the Final Technical Progress Report 30 Calendar days post technical period of performance. 
  

	 	3.	Summary of Salient Results 

 On or before the expiration of the contract the Contractor
shall submit, with the Final Technical Progress Report, a summary (not to exceed 200 words) of salient results achieved during the performance of the contract. 
  

	 	4.	Audit Reports 

 Within fifteen (15) calendar days of receipt of an audit report
related to conformance to FDA regulations and guidance including adherence to GLP, GMP, GCP guidelines, the Contractor shall provide copies of the audit report (so long as received from the FDA) and a plan for addressing areas of nonconformance to
FDA regulations and guidelines for GLP, GMP, or GCP guidelines as identified in the final audit report. 
  

	 	5.	Copies of FDA/Regulatory Agency Correspondence and Meeting Summaries 

  

	 	•	 	Within five business days of any formal meeting with the FDA or other regulatory agency, the contractor shall forward the initial draft minutes to BARDA. The contractor shall forward final draft minutes when available.


  

	 	•	 	Within five business days of any informal meeting with the FDA or other regulatory agency, the contractor shall forward the final draft minutes to BARDA. 


 

	 	•	 	The contractor shall forward the dates and times of any meeting with the FDA and other regulatory agencies to BARDA and make arrangements for appropriate BARDA staff to attend the meetings. 


 

	 	•	 	 The contractor shall provide BARDA the opportunity to review and comment upon any documents to be submitted to the FDA or other regulatory agency. The
contractor shall provide BARDA with five (5)



  

			
	  
 HHSO100201500011C
	  	
		  	Page 19
	[***] 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.










	 	 
business days in which to review and provide comments back to the contractor prior to the contractor’s submission to the FDA. 



 

	 	•	 	The contractor shall forward Standard Operating Procedures (SOPs) upon request from Project Officer/Contracting Officer. 

  

	 	•	 	The contractor shall provide upon request animal study and/or other technology packages developed under this contract. Packages shall include complete protocols and critical reagents for animal models developed and/or
improved with contract funding. 

  

	 	•	 	The contractor shall provide upon request raw data and/or specific analysis of data generated with USG funds. 

  

	 	6.	Other Reports/Deliverables 

  

	 	•	 	Government Rights in Data and Inventions 

 Technology packages developed under the
contract that include complete protocols and critical reagents developed and/or improved with contract funding must be submitted at the request of the Contracting Officer’s Representative. 

 

	 	•	 	Institutional Biosafety Approval 

 The Contractor shall provide documentation of
materials submitted for Institutional Biosafety Committee Review and documentation of approval of experiments at the request of the Contracting Officer’s Representative. 
  


	 	•	 	Experimental Protocols 

 The Contractor shall submit all study/experiment/test plans,
designs, and protocols. 
  

	 	7.	Data 

 The Contractor shall provide data and/or specific analysis of data generated with
contract funding at the request of the Contracting Officer’s Representative. 
 Earned Value Management (EVM) Deliverables 

 

	 	i.	Earned Value Management (EVM) / Contract Performance Report (CPR) 

 Contractor will
provide a monthly CPR at an agreed upon reporting level using WBS and Variance Analysis report formats agreed upon by ASPR after EVM is implemented. The supplemental monthly Control Account Plan (CAP) report shall contain, at the work package level,
time phased budget (budgeted cost of work scheduled), earned value (budgeted cost of work performed), and actual costs of work performed as captured in Contractor’s EVM systems. The Contractor shall provide a rationale in the package of its use
of % complete as EVMS methodology, or identity if any other EVMS methodology is being used. 
  

	 	•	 	 Contractor shall provide EVM/CPR as part of the Monthly Progress Report (this requirement begins only as set forth in the Contract
Milestones & 



  

			
	  
 HHSO100201500011C
	  	
		  	Page 20
	[***] 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.










	 	 
Related Deliverables table) 


  

	 	•	 	Contractor shall provide top level or key changes in baseline cost as a result of anticipated cost savings or risks 

  

	 	•	 	In accordance with FAR 52.215-2, Audit and Records-Negotiation (Oct 2010), the USG may request, on a monthly or ad hoc basis that the Contractor provide raw data at a reporting level or lower level as ASPR deems
necessary. 

  

	 	•	 	Contractor must address, in writing, all concerns raised by the USG. 

  

	 	•	 	Reporting will commence after the EVM system has been implemented but no later than six (6) months after start of base period. 


 

	 	ii.	Integrated Master Plan (IMP) 

 The Contractor shall provide an IMP including WBS,
critical path milestones, and Earned Value Management Plan 
  

	 	•	 	Contractor shall provide the draft IMP within 180 days of contract award with final due 8 months after award and updated monthly as part of the Monthly Progress Report 


 

	 	•	 	Contractor must address, in writing, all concerns raised by the USG. 

  

	 	iii.	Performance Measurement Baseline Review (PMBR) 

 PMBR Report shall address each of the
items listed below and be cross- referenced to the IMP, WBS, SOW, and Risk Management Plan. 
  

	 	•	 	Contractor provides baseline proposal 

  

	 	•	 	Responsibility Assignment Matrix 

  

	 	•	 	A description of the work scope through control account Work Authorization Documents and/or WBS Dictionary down to the agreed upon control account level. 


 

	 	•	 	Template for work packages 

  

	 	•	 	Integrated Master Schedule (IMS) with the inclusion of agreed major milestones and control account plans for all control accounts 

  

	 	•	 	Baseline revision documentation and program log(s) risk management plan 

  

	 	•	 	PMBR is due within one year of contract award 

  

	 	•	 	Contractor shall provide baseline proposal .ppt briefing 10 business days prior to meeting 

  

	 	•	 	Contractor provides agenda to COR 2 business days in advance of meeting 

  

	 	•	 	COR approves (with CO concurrence) and distributes agenda 

  

	 	•	 	COR approves (with CO concurrence) all meeting material 

  

	 	•	 	Contactor provides minutes with 2 business days of the meeting 

  

	 	•	 	COR reviews and approves (with CO concurrence) minutes 

  

	 	•	 	ASPR will review documentation and provide written comments and questions to Contractor 

  

	 	•	 	Contractor shall address BARDA’s comments and resubmit PMBR report for BARDA approval within 10 business days. 


  

			
	  
 HHSO100201500011C
	  	
		  	Page 21
	[***] 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.










	 	iv.	Risk Management Plan 

 The Contractor shall provide a Risk Management Plan that outlines
the impacts of each risk in relation to the cost, schedule, and performance objectives. The plan shall include risk mitigation strategies. Each risk mitigation strategy will capture how the corrective action will reduce impacts on cost, schedule and
performance. 
  

	 	•	 	Due within 90 days of contract award 

  

	 	•	 	Contractor provides updated Risk Management Plan in Monthly Progress Report 

  

	 	•	 	ASPR shall provide Contractor with a written list of concerns in response plan submitted 

  

	 	•	 	Contractor must address, in writing, all concerns raised by ASPR within 20 business days of Contractor’s receipt of ASPR’s concerns. 


 

	 	v.	Requirement for Notification of Deviation and Mitigation Strategy 

 Process for changing
IMS activities associated with cost and schedule as baseline at the PMBR. Contractor shall notify ASPR of significant changes to the IMS defined as increases in cost above 10% for a CLIN or schedule slippage of more than 180 days, which would
require an extension to the period of performance of the CLIN. Contractor shall provide a high level management strategy for risk mitigation within five (5) business days after discovery. Notice due within one (1) business days after
discovery. 
 ARTICLE F.3. ELECTRONIC SUBMISSION 
 For
electronic delivery, the Contractor shall upload documents to the appropriate folder on https://eroom.bardatools.hhs.gov/eRoom (“eRoom”) which is the designated USG file sharing system. The USG shall provide two contractor representatives
authorized log in access to the file share program. Each representative must complete a mandatory training provided by the USG prior to gaining user access. A notification email should be sent to the CO and COR upon electronic delivery of any
documents. 
 ARTICLE F.4. SUBJECT INVENTION REPORTING REQUIREMENT 

All reports and documentation required by FAR Clause 52.227-11, Patent Rights-Ownership by the Contractor, including, but not limited to, the invention
disclosure report, the confirmatory license, and the government support certification, one copy of an annual utilization report, and a copy of the final invention statement, shall be submitted to the Contracting Officer. A final invention statement
(see FAR 27.303 (b)(2)(ii)) shall be submitted to the Contracting Officer on the expiration date of the contract. 
 Reports and documentation submitted to
the Contracting Officer shall be sent to the address set forth in SECTION G – CONTRACT ADMINISTRATION DATA. 
 If no invention is disclosed or no
activity has occurred on a previously disclosed invention during the applicable reporting period, a negative report shall be submitted to the Contracting Officer at the address listed above. 

SECTION G - CONTRACT ADMINISTRATION DATA 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 22
	[***] 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.









 ARTICLE G.1. CONTRACTING OFFICER 

The following Contracting Officer (CO) will represent the USG for the purpose of this contract: 

Francine Hemphill 
 Contracting
Officer 
 HHS/ASPR/AMCG 
 330
Independence Avenue, S.W. Room G644 
 Washington, D.C. 20201 

((202) 205-9271 

francine.hemphill@hhs.gov 
  

	1)	The Contracting Officer (CO) is the only individual who can legally commit the USG to the expenditure of public funds. No person other than the Contracting Officer can make any changes to the terms, conditions, general
provisions, or other stipulations of this contract. 

  

	2)	The Contracting Officer is the only person with the authority to act as agent of the USG under this contract. Only the Contracting Officer has authority to (1) direct or negotiate any changes in the statement of
work; (2) modify or extend the period of performance; (3) change the delivery schedule; (4) authorize reimbursement to the Contractor of any costs incurred during the performance of this contract; (5) otherwise change any terms
and conditions of this contract. 

  

	3)	No information other than that which may be contained in an authorized modification to this contract, duly issued by the Contracting Officer, which may be received from any person employed by the US government, other
otherwise, shall be considered grounds for deviation from any stipulation of this contract. 

  

	4)	The USG may unilaterally change the CO or CS designation. 

 ARTICLE G.2. CONTRACTING OFFICER’S
REPRESENTATIVE (COR) and ALTERNATE CONTRACTING OFFICER’S REPRESENTATIVE (COR) 
 The following COR and Alternate COR will represent the government
for the purpose of this contract: 
 COR: 

Daniel Wolfe, Ph.D. Division of CBRN Countermeasures 

Biomedical Advanced Research and Development Authority 

Assistant Secretary for Preparedness and Response 

U.S. Department of Health & Human Services 

Daniel.wolfe2@hhs.gov 

(202) 205-8968 
 Alternate COR:

 Adam M. Clark, Ph.D. 

Division of Strategic Science and Technology 

Biomedical Advanced Research and Development Authority (BARDA) 

Office of the Assistant Secretary for Preparedness & Response (ASPR) 

U.S. Department of Health and Human Services 

Email: adam.clark@hhs.gov 

(202) 660-1081 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 23
	[***] 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.









 Mailing Address: 

330 Independence Avenue, SW G644 

Washington, D.C. 20201 
 The COR is responsible
for: 
  

	1)	Recommending to the Contracting Officer changes in requirements; 

  

	2)	Assisting the Contracting Officer in interpreting the statement of work and any other technical performance requirements; 

  

	3)	Performing technical evaluation as required; 

  

	4)	Performing technical inspections and acceptances required by this contract; and 

  

	5)	Assisting in the resolution of technical problems encountered during performance. The USG may unilaterally change the COR designation after which it will notify the Contractor in writing of such change.


 ARTICLE G.3. KEY PERSONNEL 
 The key
personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to diverting any of the specified individuals to other programs or contracts (or as soon as possible, if an individual must be replaced,
for example, as a result of leaving the employ of the Contractor), the Contractor shall notify the Contracting Officer and shall submit comprehensive justification for the diversion or replacement request (including proposed substitutions for key
personnel) to permit evaluation by the USG of the impact on performance under this contract. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The USG may modify the
contract to add or delete key personnel at the request of the Contractor or USG. 
 The following individuals are considered to be essential to the work
being performed hereunder: 
  

			
	 Name
	  	Title
	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]

 ARTICLE G.4. CONTRACT FINANCIAL REPORT 
  

	 	a.	Financial reports on the attached Financial Report of Individual Project/Contract shall be submitted by the Contractor to the CO with a copy to the COR in accordance with the instructions for completing this form, which
accompany the form, in an original and one electronic copy, not later than the 30th business day after the close of the reporting period. The line entries for subdivisions of work and elements of cost (expenditure categories), which shall be
reported within the total contract, are discussed in paragraph e., below. Subsequent changes and/or additions in the line entries shall be made in writing. 

  

	 	b.	Unless otherwise stated in the instructions for completing this form, all columns A through J, shall be completed for each report submitted. 


 

	 	c.	The first financial report shall cover the period consisting of the first full three calendar months following the date of the contract, in addition to any fractional part of the initial month. Thereafter, reports will
be on a quarterly basis. 


  

			
	  
 HHSO100201500011C
	  	
		  	Page 24
	[***] 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.










	 	d.	The Contracting Officer may require the Contractor to submit detailed support for costs contained in one or more interim financial reports. This clause does not supersede the record retention requirements in FAR Part
4.7. 

  

	 	e.	The listing of expenditure categories to be reported is incorporated as a part of this contract and can be found under SECTION J Attachment 4 entitled, “Financial Report of Individual Project/Contract,”.


  

	 	f.	The USG may unilaterally revise the “Financial Report of Individual Project/Contract” to reflect the allotment of additional funds. 


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: 

 

					
	 Francine Hemphill
 Contracting Officer

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

Room G640
 Washington, DC 20201

Email: Francine.hemphill@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


  

	 	a.	Contractor invoices/financial reports shall conform to the form, format, and content requirements of the instructions for Invoice/Financing requests and Contract Financial Reporting. 


 

	 	b.	Monthly invoices must include the cumulative total expenses to date, adjusted (as applicable) to show any amounts suspended by the USG. 


 

	 	c.	The Contractor agrees to immediately notify the CO in writing if there is an anticipated overrun (any amount) or unexpended balance (greater than 10 percent) of the estimated costs for the base period or any option
period(s) (See estimated costs under Articles B.2) and the reasons for the variance. These requirements are in addition to the specified requirements of FAR Clause 52.232-20, Limitation of Cost that is incorporated by reference under Article I.1
which states; 

 Limitation of Cost (Apr 1984) 

(a) The parties estimate that performance of this contract, exclusive of any fee, will not cost the Government more than (1) the estimated
cost specified in the Schedule or, (2) if this is a cost-sharing contract, the Government’s share of the estimated cost specified in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule
and all obligations under this contract within the estimated cost, which, if this is a cost-sharing contract, includes both the Government’s and the Contractor’s share of the cost. 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 25
	[***] 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.









 (b) The Contractor shall notify the Contracting Officer in writing whenever it has reason to
believe that— 
 (1) The costs the Contractor expects to incur under this contract in the next 60 days, when added to all costs
previously incurred, will exceed 75 percent of the estimated cost specified in the Schedule; or 
 (2) The total cost for the performance of
this contract, exclusive of any fee, will be either greater or substantially less than had been previously estimated. 
 (c) As part of the
notification, the Contractor shall provide the Contracting Officer a revised estimate of the total cost of performing this contract. 
 (d)
Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause— 
 (1) The
Government is not obligated to reimburse the Contractor for costs incurred in excess of (i) the estimated cost specified in the Schedule or, (ii) if this is a cost-sharing contract, the estimated cost to the Government specified in the
Schedule; and 
 (2) The Contractor is not obligated to continue performance under this contract (including actions under the Termination
clause of this contract) or otherwise incur costs in excess of the estimated cost specified in the Schedule, until the Contracting Officer (i) notifies the Contractor in writing that the estimated cost has been increased and (ii) provides
a revised estimated total cost of performing this contract. If this is a cost-sharing contract, the increase shall be allocated in accordance with the formula specified in the Schedule. 

(e) No notice, communication, or representation in any form other than that specified in paragraph (d)(2) of this clause, or from any person
other than the Contracting Officer, shall affect this contract’s estimated cost to the Government. In the absence of the specified notice, the Government is not obligated to reimburse the Contractor for any costs in excess of the estimated cost
or, if this is a cost-sharing contract, for any costs in excess of the estimated cost to the Government specified in the Schedule, whether those excess costs were incurred during the course of the contract or as a result of termination. 

(f) If the estimated cost specified in the Schedule is increased, any costs the Contractor incurs before the increase that are in excess of the
previously estimated cost shall be allowable to the same extent as if incurred afterward, unless the Contracting Officer issues a termination or other notice directing that the increase is solely to cover termination or other specified expenses.

 (g) Change orders shall not be considered an authorization to exceed the estimated cost to the Government specified in the Schedule,
unless they contain a statement increasing the estimated cost. 
 (h) If this contract is terminated or the estimated cost is not increased,
the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract, based upon the share of costs incurred by each. 

 

	 	d.	 The Contractor shall submit an electronic copy of the payment request to the approving




  

			
	  
 HHSO100201500011C
	  	
		  	Page 26
	[***] 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.










	 	
official instead of a paper copy. The payment request shall be transmitted as an attachment via e-mail to the address listed above in one of the following formats: MSWord, MS Excel, or Adobe
Portable Document Format (PDF). Only one payment request shall be submitted per e-mail and the subject line of the e-mail shall include the Contractor’s name, contract number, and unique invoice number. 


 

	 	e.	An electronic copy of the payment request shall be uploaded into the designated eRoom (as defined in SECTION F.3 ELECTRONIC SUBMISSION) and an e-mail notification of the upload will be provided to the CO and COR.


  

	 	f.	All invoice submissions shall be in accordance with FAR Clause 52.232-25, Prompt Payment (Oct 2008), Alt 1 (Feb 2002). 

  

	 	g.	Invoices - Cost and Personnel Reporting, and Variances from the Negotiated Budget 

 The
Contractor agrees to provide a detailed breakdown on invoices of the following cost categories: 
  

	 	a.	Direct Labor - List individuals by name, title/position, hourly/annual rate, level of effort (actual hours or % of effort), and amount claimed. 


 

	 	b.	Fringe Benefits - Cite rate and amount 

  

	 	c.	Overhead - Cite rate and amount 

  

	 	d.	Materials & Supplies - Include detailed breakdown when total amount is over $1,000. 

  

	 	e.	Travel - Identify travelers, dates, destination, purpose of trip, and total breaking out amounts for transportation (plane, car etc), lodging, M&IE. Cite COA, if appropriate. List separately, domestic travel,
general scientific meeting travel, and foreign travel. 

  

	 	f.	Consultant Fees - Identify individuals, amounts and activities. Cite appropriate COA 

  

	 	g.	Subcontracts - Attach subcontractor invoice(s). Cite appropriate COA 

  

	 	h.	Equipment - Cite authorization and amount. Cite appropriate COA 

  

	 	i.	Other Direct Costs - Include detailed breakdown when total amount is over $1,000 

  

	 	j.	G&A - Cite rate and amount. 

  

	 	k.	Total Cost 

  

	 	l.	Fee 

  

	 	m.	Total Cost Plus Fixed Fee 

 Monthly invoices must include the cumulative total expenses to date,
adjusted (as applicable) to show any amounts suspended by the USG. Nothing in this section discharges the contractor’s responsibility to comply with any applicable FAR Parts 30 or 31 clauses’ relating to cost reimbursement subcontracts. In
order to verify allowability, further breakdown of costs may be requested at the USG’s discretion. The Contractor shall subcontract with Firm Fixed Price Contracts to the maximum extent practicable. 

Additional instructions and an invoice template are provided in Attachment 3, Invoice/Financing Request Instructions and Contract Financial
Reporting Instructions for Cost-Reimbursement Type Contracts. All invoices must be signed by a representative of the contractor authorized to certify listed charges are accurate and comply with government regulations. Invoices should be submitted
electronically (in accordance with ARTICLE F.4., (ELECTRONIC SUBMISSION) and in hard copy with original signature. 
 ARTICLE G.6. INDIRECT COST RATES


  

			
	  
 HHSO100201500011C
	  	
		  	Page 27
	[***] 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.









 The following contractor established provisional billing rates are incorporated into the contract, and will be
utilized for billing purposes during both the base and contract option periods pending the establishment of final indirect cost rates for each fiscal year or until revised by the contracting officer in accordance with the provisions of FAR 42.705-1.
See FAR Clause 52.216-7. 
 Pfenex Inc. 
  

									
	 Rate Type
	  	Rate	 	  	Allocation Base	 
	 [***]
	  	 	[***]	  	  	 	[***]	  
	 [***]
	  	 	[***]	  	  	 	[***]	  
	 [***]
	  	 	[***]	  	  	 	[***]	  

 Use of the above provisional rates does not change any cost ceilings, contract obligations, or specific allowance or
disallowance provided for in the contract. 
 Contractor must notify the contracting officer promptly for an adjustment of the provisional rates if it
becomes evident that the rates would cause substantial overpayment or underpayment of indirect expenses to Pfenex. 
 The final billing rates for each
fiscal year will be based on the incurred cost submission subject to Government audit determination. Indirect costs rate proposals must be submitted to the cognizant agency’s Contracting Officer within 6 months subsequent to each of the
contractor’s fiscal year ends. (See also FAR Clause 52.216-7(d) (2) incorporated herein). Copies of the indirect cost submission for each fiscal year must also be submitted to the AMCG contracting officer, and the AMCG auditor identified
as follows: 
 Director, Acquisition Program Support 
 Office
of Acquisition Management, Contracts and Grants (AMCG) 
 Office of the Assistant Secretary for Preparedness and Response (ASPR) US Department of Health and
Human Services (DHHS) 
 300 Independence Avenue, SW, Room G644 Washington, DC 20201 

ARTICLE G.7. REIMBURSEMENT OF COST 
  

	1)	The USG shall reimburse the Contractor those costs determined by the Contracting Officer to be allowable (hereinafter referred to as allowable cost) in accordance with FAR 52.216-7, Allowable Cost and Payment and FAR
Subpart 31.2. Examples of allowable costs include, but are not limited to, the following: 

  

	 	a)	All direct materials and supplies that are used in the performing of the work provided for under the contract, including those purchased for subcontracts and purchase orders. 


 

	 	b)	All direct labor, including supervisory, that is properly chargeable directly to the contract, plus fringe benefits. 

  

	 	c)	All other items of cost budgeted for and accepted in the negotiation of this basic contract or modifications thereto. 

  

	 	d)	Travel costs including per diem or actual subsistence for personnel while in an actual travel status in direct performance of the work and services required under this contract subject to the restrictions under Article
B.4. 


  

			
	  
 HHSO100201500011C
	  	
		  	Page 28
	[***] 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.










	 	
b. and the following: 

  

	 	i.	Air travel shall be by the most direct route using “air coach” or “air tourist” (less than first class) unless it is clearly unreasonable or impractical (e.g., not available for reasons other than
avoidable delay in making reservations, would require circuitous routing or entail additional expense offsetting the savings on fare, or would not make necessary connections) and must comply with the Fly America Act (49 U.S.C. 40118).


  

	 	ii.	Rail travel shall be by the most direct route, first class with lower berth or nearest equivalent. 

  

	 	iii.	Costs incurred for lodging, meals, and incidental expenses shall be considered reasonable and allowable to the extent that they do not exceed on a daily basis the per diem rates set forth in the Federal Travel
Regulation (FTR). 

  

	 	iv.	Travel via privately owned automobile shall be reimbursed at not more than the current General Services Administration (GSA) FTR established mileage rate. 


ARTICLE G.8. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE 
  

	 	1.	Contractor Performance Evaluations 

 Interim and final evaluations of Contractor
performance will be prepared on this contract in accordance with FAR Subpart 42.1502. The final performance evaluation will be prepared at the time of completion of work. In addition to the final evaluation, an interim evaluation shall be submitted
at least once during the contract period of performance. The interim evaluation is expected to be submitted on December 23, 2015. 

Interim and final evaluations will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor will
be permitted thirty days to review the document and to submit additional information or a rebutting statement. If agreement cannot be reached between the parties, the matter will be referred to an individual one level above the Contracting Officer
whose decision will be final. 
 Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of
the contract file, and may be used to support future award decisions. 
  

	 	2.	Electronic Access to Contractor Performance Evaluations 

 The USG website for Contractor
Performance Assessment Reporting System (CPARS) is http://www.cpars.gov. Through this website Contractors may access evaluations through a secure website for review and comment by completing the online registration form. 

The registration process requires the Contractor to identify an individual that will serve as a primary contact and who will be authorized
access to the evaluation for review and comment. In addition, the Contractor will be required to identify an alternate contact that will be responsible for notifying 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 29
	[***] 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.









 
the cognizant contracting official in the event the primary contact is unavailable to process the evaluation within the required 30-day time frame. 

ARTICLE G.9. CONTRACT COMMUNICATIONS/CORRESPONDENCE 
 The
Contractor shall identify all correspondence, reports, and other data pertinent to this contract by imprinting the contract number HHSO100201500011C from Page 1 of the contract. 

ARTICLE G.10. OVERTIME COMPENSATION 
 No overtime
(premium) compensation is authorized under this contract. 
 SECTION H - SPECIAL CONTRACT REQUIREMENTS 

The Contractor, depending upon the nature of the work, is responsible for following the provisions below in conducting its own work under this Contract. The
Contractor also is responsible for incorporating these provisions into any subcontract awarded, if applicable to the specific nature of the work in the subcontract. Accordingly, those provisions shall be flowed-down as applicable. 

ARTICLE H.1 CLINICAL AND NON-CLINICAL TERMS OF AWARD 

BARDA has a responsibility to obtain documentation concerning mechanisms and procedures that are in place to protect the safety of participants and animals in
BARDA funded clinical trials and non-clinical studies. Therefore, the Contractor shall develop a protocol for each clinical trial and non-clinical study funded under this contract and submit all such protocols and protocol amendments to the
Contracting Officer’s Representative (COR) for evaluation and comment. 
 Approval by the COR is required before work under a protocol may begin. The
COR comments will be forwarded to the Contractor within ten (10) business days. The Contractor must address, in writing, all concerns (e.g. study design, safety, regulatory, ethical, and conflict of interest) noted by the COR. 

If the draft protocols are to be submitted to the FDA, BARDA review shall occur before submission, pursuant to the terms set forth by ARTICLE F.2 of this
contract. The Contractor shall consider revising their protocols to address BARDA’s concerns and recommendations prior to FDA submission. The Contractor must provide BARDA with a copy of FDA submissions, within the time frame set forth by
ARTICLE F.2 of this contract. 
 Execution of clinical and non-clinical studies requires written authorization from the government. The USG will
provide written authorization to the Contractor upon either 1) receiving documentation in which all COR comments have been satisfactorily addressed; or 2) receiving documentation that the FDA has reviewed and commented on the protocol. 

The government shall have rights to all protocols, data resulting from execution of these protocols, and final reports funded by BARDA under this contract, as
set forth in PART II of this contract and defined in the FAR. The government 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 30
	[***] 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.









 
reserves the right to request that the Contractor provide any contract deliverable in a non-proprietary form to ensure the government has the ability to review and distribute the deliverables as
the government deems necessary. 
 Important information regarding performing human subject research is available at
http://www3.niaid.nih.gov/healthscience/clinicalstudies/. 
 Any updates to technical reports are to be addressed in the Monthly and Annual Progress
Reports. The Contractor shall advise the Contracting Officer’s Representative or designee in writing and via electronic communication in a timely manner of any issues potentially affecting contract performance. 

 

	 	1.	Non-Clinical Terms of Award 

 These Non-Clinical Terms of Award detail an agreement
between the Biomedical Advanced Research and Development Authority (BARDA) and the Contractor; they apply to all grants and contracts that involve non-clinical research. 
  

	 	a.	Safety and Monitoring Issues 

  

	 	i.	PHS Policy on Humane Care and use of Laboratory Animals 

 Before award and then with the
annual progress report, the Contractor must submit to BARDA a copy of the current Institutional Animal Care and Use Committees (IACUC) documentation of continuing review and approval and the Office of Laboratory Animal Welfare (OLAW) federal wide
assurance number for the institution or site. 
 If other institutions are involved in the research (e.g., a multicenter trial or study),
each institution’s IACUC must review and approve the protocol. 
 They must also provide BARDA initial and annual documentation of
continuing review and approval and federal wide assurance number. 
 The Contractor must ensure that the application, as well as all
protocols, is reviewed by the performing institution’s IACUC. 
 To help ensure the safety of animals used in BARDA-funded studies, the
Contractor must provide BARDA copies of documents related to all major changes in the status of ongoing protocols, including the following: 
  

	 	•	 	All amendments or changes to the protocol, identified by protocol version number, date, or both and date it is valid. 

  

	 	•	 	All material changes in IACUC policies and procedures, identified by version number, date, and all required signatories (if applicable). 


 

	 	•	 	 Termination or temporary suspension of the 



  

			
	  
 HHSO100201500011C
	  	
		  	Page 31
	[***] 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.










	 	 
study(ies) for regulatory issues. 


  

	 	•	 	Termination or temporary suspension of the protocol. 

  

	 	•	 	Any change that is made in the specific IACUC approval for the indicated study(ies). 

  

	 	•	 	Any other problems or issues that could affect the scientific integrity of the study(ies), i.e., fraud, misrepresentation, misappropriation of funds, etc. 


Contractor must notify BARDA of any of the above changes within five (5) working days from the time the Contractor becomes aware of such
changes by email or fax, followed by a letter signed by the institutional business official, detailing notification of the change of status to the local IACUC and a copy of any responses from the IACUC. 

If a non-clinical protocol has been reviewed by an institutional biosafety committee (IBC) or the NIH Recombinant DNA Advisory Committee
(RAC), the Contractor must provide information about the initial and ongoing review and approval, if any. See the NIH Guidelines for Research Involving Recombinant DNA Molecules. 

 

	 	ii.	Non-Clinical Data and Safety Monitoring Requirements 

 BARDA strongly recommends
continued safety monitoring for all non- clinical studies of investigational drugs, devices, or biologics. FDA expects non-clinical studies to include safety in addition to efficacy. The Contractor should consider evaluation of clinical relevant
safety markers in the pivotal and non-pivotal, non-clinical studies. In preparation for clinical trials of licensed or not yet licensed products, it is imperative that BARDA- sponsored studies of any type measure the risk and safety parameters that
are elicited and provide a safety profile from the studies for future human risk assessment. 
 A risk is minimal where the probability and
magnitude of harm or discomfort anticipated in the proposed research are not greater than those ordinarily encountered in daily life or during the performance of routine physical or psychological examinations or tests. For example, the risk of
drawing a small amount of blood from a healthy subject for research purposes is no greater than the risk of doing so as part of a routine physical examination (45 CFR 46.102(i)). 

BARDA will work with the Contractor on decisions 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 32
	[***] 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.









 
regarding the type and extent of safety data accrual to be employed before the start of efficacy or safety studies. 

The Contractor shall inform BARDA of any upcoming site visits and/or audits of CRO facilities funded under this effort. BARDA reserves the
right to accompany the Contractor on site visits and/or audits of CRO’s as BARDA deems necessary. 
  

	 	b.	BARDA Review Process before Non-Clinical study Execution Begins 

 BARDA is under the same
policy-driven assurances as NIH in that it has a responsibility to ensure that mechanisms and procedures are in place to protect the safety and welfare of animals used in BARDA-funded non-clinical trials. Therefore, before study execution, the
Contractor must provide the following (as applicable) for review and comment by BARDA: 
  

	 	•	 	IACUC approved (signed) non-clinical research protocol identified by version number, date, or both, including details of study design, euthanasia criteria, proposed interventions, and exclusion criteria.


  

	 	•	 	For non-pivotal mouse studies, the Contractor will provide an annual animal care and use protocol. 

  

	 	•	 	Documentation of IACUC approval, including OLAW federal wide number, IACUC registration number, and IACUC name. 

  

	 	•	 	Contractor should reduce the number of animals required for a study using power of statistics. 

  

	 	•	 	Plans for the management of side effects, rules for interventions and euthanasia criteria. 

  

	 	•	 	Procedures for assessing and collecting safety data were appropriate. 

  

	 	•	 	If a study is contracted through Contract Research Organizations (CROs), work orders and service agreements the Contractor shall assure an integrated safety documentation plan is in place for the study site, pharmacy
service records on the dosing material to be used and excipients, and laboratory services (including histopathology). 

  

	 	•	 	Documentation that the Contractor and all required staff responsible for the conduct of the research have received training in the protection and handling of animals, or that the CRO has the required documentation.


  

	 	•	 	 Purchasing of animals and/or other supplies for 



  

			
	  
 HHSO100201500011C
	  	
		  	Page 33
	[***] 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.










	 	 
non-clinical studies funded in part or in whole by BARDA requires written approval by the Contracting Officer in accordance with the contract. The Contractor must have the ability to
return/re-sell animals, at purchase price, to distributor or a third part, in the event that the Contracting Officer Authorization is not granted. 


  

	 	•	 	Provide justification for whether studies require good laboratory practice (GLP) conditions. 

  

	 	•	 	Provide justification for whether studies will be classified as non-pivotal or pivotal studies. 


Documentation of each of the above items shall be submitted to BARDA for evaluation and comment in conjunction with the protocol. Execution of
non-clinical studies requires written authorization from the Contracting Officer in accordance with this section of the contract 
  

	 	c.	References 

 Public Health Service Policy on Humane Care and Use of Laboratory Animals:

 http://grants.nih.gov/grants/olaw/InvestigatorsNeed2Know.pdf 

USDA Animal Welfare Act: 

http://awic.nal.usda.gov/nal_display/index.php?info_center=3&tax_level=3&tax_su
bject=182&topic_id=1118&level3_id=6735&level4_id=0&level5_id=0&placement_d efault=0 
  

	 	2.	Clinical Terms of Award 

 These Clinical Terms of Award detail an agreement between the
government and the Contractor; they apply to all grants and contracts that involve clinical research. 
  

	 	i.	Safety and Monitoring Issues 

  

	 	a.	Institutional Review Board or Independent Ethics Committee Approval 

 Before award and
then with the annual progress report, the Contractor must submit to BARDA a copy of the current IRB-or IEC-approved informed consent document, documentation of continuing review and approval and the OHRP federal wide assurance number for the
institution or site. 
 If other institutions are involved in the research (e.g., a multicenter clinical trial or study), each
institution’s IRB or IEC must review and approve the protocol. They must also provide 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 34
	[***] 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.









 
BARDA initial and annual documentation of continuing review and approval, including the current approved informed consent document and federal wide number. 

The Contractor must ensure that the application as well as all protocols are reviewed by their IRB or IEC. 

To help ensure the safety of participants enrolled in BARDA-funded studies, the Contractor must provide BARDA copies of documents related to
all major changes in the status of ongoing protocols, including the following: 
  

	 	•	 	All amendments or changes to the protocol, identified by protocol version number, date, or both and dates it is valid. 

  

	 	•	 	All changes in informed consent documents, identified by version number, dates, or both and dates it is valid. 

  

	 	•	 	Termination or temporary suspension of patient accrual. 

  

	 	•	 	Termination or temporary suspension of the protocol. 

  

	 	•	 	Any change in IRB approval. 

  

	 	•	 	Any other problems or issues that could affect the participants in the studies. 

 The
Contractor must notify BARDA through the COR and CO of any of the above changes within five (5) working days by email or fax, followed by a letter signed by the institutional business official, detailing notification of the change of status to
the local IRB and a copy of any responses from the IRB or IEC. 
 If a clinical protocol has been reviewed by an institutional biosafety
committee (IBC) or the NIH Recombinant DNA Advisory Committee (RAC), the Contractor must provide information about the initial and ongoing review and approval, if any. See the NIH Guidelines for Research Involving Recombinant DNA Molecules. 

 

	 	b.	Data and Safety Monitoring Requirements 

 BARDA strongly recommends independent safety
monitoring for clinical trials of investigational drugs, devices, or biologics; clinical trial of licensed products; and clinical research of any type involving more than minimal risk to volunteers. 

Independent monitoring can take a variety of forms. Phase III clinical trials must be reviewed by an independent data and safety monitoring
board (DSMB); other trials may require DSMB oversight as well. The Contractor shall inform BARDA of any upcoming site visits and/or audits of CRO facilities funded under this effort. 

BARDA reserves the right to accompany the Contractor on site 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 35
	[***] 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.









 
visits and/or audits of CROs as BARDA deems necessary. 
 A risk is minimal where the
probability and magnitude of harm or discomfort anticipated in the proposed research and not greater than those ordinarily encountered in daily life or during the performance of routine physical or psychological examinations or tests. For examples,
the risk of drawing a small amount of blood from a healthy individual for research purposes is no greater than the risk of doing so as part of a routine physical examination (45 CFR 46.102I). 

Final decisions regarding the type of monitoring to be used must be made jointly by BARDA and the Contractor before enrollment starts.
Discussions with the responsible BARDA Project Officer regarding appropriate safety monitoring and approval of the final monitoring plan by BARDA must occur before patient enrollment begins and may include discussions about the appointment of one of
the following. 
  

	 	•	 	Independent Safety Monitor – a physician or other appropriate expert who is independent of the study and available in real time to review and recommend appropriate action regarding adverse events and other
safety issues. 

  

	 	•	 	Independent Monitoring Committee (IMC) or Safety Monitoring Committee (SMC) – a small group of independent investigators and biostatisticians who review data from a particular study. 


 

	 	•	 	Data and Safety Monitoring Board – an independent committee charged with reviewing safety and trial progress and providing advice with respect to study continuation, modification, and termination. The
Contractor may be required to use an established BARDA DSMB or to organize an independent DSMB. All phase III clinical trials must be reviewed by a DSMB; other trials may require DSMB oversight as well. Please refer to: NIAID Principles for Use of a
Data and Safety Monitoring Board (DSMB) For Oversight of Clinical Trials Policy 

 When a monitor or monitoring board is
organized, a description of it, its charter or operating procedures (including a proposed meeting schedule and plan for review of adverse events), and roster and curriculum vitae from all members must be submitted to and approved by BARDA
before enrollment starts. The Contractor will also ensure that the monitors and board members report any conflicts of interest and the Contractor will maintain a record of this. The Contractor will share conflict of interest reports with BARDA. 

Additionally, the Contractor must submit written summaries of all reviews conducted by the monitoring group to the BARDA within thirty
(30) days of reviews or meetings. 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 36
	[***] 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.









 ii. BARDA Protocol Review Process Before Patient Enrollment Begins BARDA has a
responsibility to ensure that mechanisms and procedures are in place to protect the safety of participants in BARDA-supported clinical trials. Therefore, before patient accrual or participant enrollment, the Contractor must ensure the following (as
applicable) are in place at each participating institution, prior to patient accrual or enrollment: 
  

	 	•	 	IRB- or IEC-approved clinical research protocol identified by version number, date, or both, including details of study design, proposed interventions, patient eligibility, and exclusion criteria. 


 

	 	•	 	Documentation of IRB or IEC approval, including OHRP federal wide number, IRB or IEC registration number, and IRB and IEC name. 

  

	 	•	 	IRB- or IEC- approved informed consent document, identified by version number, date, or both and dates it is valid. 

  

	 	•	 	Plans for the management of side effects. 

  

	 	•	 	Procedures for assessing and reporting adverse events. 

  

	 	•	 	Plans for data and safety monitoring (see above) and monitoring of the clinical study site, pharmacy, and laboratory. 

  

	 	•	 	Documentation that the Contractor and all study staff responsible for the design or conduct of the research have received training in the protection of human subjects. 


Documentation to demonstrate that each of the above items are in place shall be submitted to the BARDA) for evaluation and comment in
conjunction with the protocol. Execution of clinical studies requires written authorization from BARDA in accordance with this section of this contract. 

iii Investigational New drug or Investigational Device Exemption Requirements 

Consistent with federal regulations, clinical research projects involving the use of investigational therapeutics, vaccines, or other medical
interventions (including licensed products and devices for a purpose other than that for which they were licensed) in humans under a research protocol must be performed under a Food and Drug Administration (FDA) investigational new drug (IND) or
investigational device exemption (IDE). 
 Exceptions must be granted in writing by FDA. If the proposed clinical trial will be performed
under an IND or IDE, the Contractor must provide BARDA with the name and institution of the IND or IDE sponsor, the date the IND or IDE was filed with FDA, the FDA IND or IDE number, any written comments from FDA, and the written responses to those
comments. 
 Unless FDA notifies Contractor otherwise, The Contractor must wait thirty (30) calendar days from FDA receipt of an
initial IND or IDE application before initiating a clinical trial. 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 37
	[***] 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.









 The Contractor must notify BARDA if the FDA places the study on clinical hold and provide BARDA
any written comments from FDA, written responses to the comments, and documentation in writing that the hold has been lifted. 
 The
Contractor must not use grant or contract funds during a clinical hold to fund clinical studies that are on hold. The Contractor must not enter into any new financial obligations related to clinical activities for the clinical trial on clinical
hold. 
  

	 	v.	Required Time-Sensitive Notification 

 Under an IND or IDE, the sponsor must provide FDA
safety reports of serious adverse events. Under these Clinical Terms of Award, the Contractor must submit copies to the responsible Contracting Officer’s Representative (COR) as follows: 

 

	 	i.	Expedited safety report of unexpected or life-threatening experience or death: 

 A copy of any
report of unexpected or life-threatening experience or death associated with the use of an IND drug, which must be reported to FDA by telephone or fax as soon as possible but no later than seven (7) days after the IND sponsor’s receipt of
the information, must be submitted to the COR within 24 hours of FDA notification. 
  

	 	ii.	Expedited safety reports of serious and unexpected adverse experiences: 

 A copy of any report
of unexpected and serious adverse experience associated with use of an IND drug or any finding from tests in laboratory animals that suggests a significant risk for human subjects, which must be reported in writing to FDA as soon as possible but no
later than 15 day after the IND sponsor’s receipt of the information, must be submitted to the COR within 24 hours of FDA notification. 
  

	 	iii.	IDE reports of unanticipated adverse device effect: 

 A copy of any reports of unanticipated
adverse device effect submitted to FDA must be submitted to the COR within 24 hours of FDA notification. 
  

	 	iv.	Expedited safety reports: 

 Sent to the COR concurrently with the report to FDA. 

 

	 	v.	Other adverse events documented during the course of the trial should be included in the annual IND or IDE report and reported to BARDA annually. 


In case of problems or issues, the Contracting Officer’s Representative will contact the Contractor within ten (10) working days by
email or fax, followed within thirty (30) calendar days by an official letter to the Contractor’s Project Manager, with a copy to the institutions’ office of sponsored programs, listing issues and appropriate actions to be discussed.

  

	 	vi.	 Safety reporting for research not performed under an 



  

			
	  
 HHSO100201500011C
	  	
		  	Page 38
	[***] 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.










	 	
IND or IDE. 

 Final decisions regarding ongoing safety reporting
requirements for research not performed under an IND or IDE must be made jointly by the Contracting Officer’s Representative and the Contractor 

ARTICLE H.2. CARE OF LIVE VERTEBRATE ANIMALS, HHSAR 352.270-5 (October 2009) 
  

	a.	Before undertaking performance of any contract involving animal-related activities where the species is regulated by USDA, the Contractor shall register with the Secretary of Agriculture of the United States in
accordance with 7 U.S.C. 2136 and 9 CFR sections 2.25 through 2.28. The Contractor shall furnish evidence of the registration to the Contracting Officer. 

  

	b.	The Contractor shall acquire vertebrate animals used in research from a dealer licensed by the Secretary of Agriculture under 7 U.S.C. 2133 and 9 CFR Sections 2.1-2.11, or from a source that is exempt from licensing
under those sections. 

  

	c.	The Contractor agrees that the care, use and intended use of any live vertebrate animals in the performance of this contract shall conform with the Public Health Service (PHS) Policy on Humane Care of Use of Laboratory
Animals (PHS Policy), the current Animal Welfare Assurance (Assurance), the Guide for the Care and Use of Laboratory Animals (National Academy Press, Washington, DC) and the pertinent laws and regulations of the United States Department of
Agriculture (see 7 U.S.C. 2131 et seq. and 9 CFR Subchapter A, Parts 1-4). In case of conflict between standards, the more stringent standard shall govern. 

  

	d.	If at any time during performance of this contract, the Contracting Officer determines, in consultation with the Office of Laboratory Animal Welfare (OLAW), National Institutes of Health (NIH), that the Contractor is
not in compliance with any of the requirements and standards stated in paragraphs (a) through (c) above, the Contracting Officer may immediately suspend, in whole or in part, work and further payments under this contract until the
Contractor corrects the noncompliance. Notice of the suspension may be communicated by telephone and confirmed in writing. If the Contractor fails to complete corrective action within the period of time designated in the Contracting Officer’s
written notice of suspension, the Contracting Officer may, in consultation with OLAW, NIH, terminate this contract in whole or in part, and the Contractor’s name may be removed from the list of those contractors with approved Assurances.


 Note: The Contractor may request registration of its facility and a current listing of licensed dealers from the Regional Office of the
Animal and Plant Health Inspection Service (APHIS), USDA, for the region in which its research facility is located. The location of the appropriate APHIS Regional Office, as well as information concerning this program may be obtained by contacting
the Animal Care Staff, USDA/APHIS, 4700 River Road, Riverdale, Maryland 20737 (E-mail: ace@aphis.usda.gov; Web site: 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 39
	[***] 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.









 
(http://www.aphis.usda.gov/animal_welfare). 
 ARTICLE H.3. ANIMAL WELFARE 

All research involving live, vertebrate animals shall be conducted in accordance with the Public Health Service Policy on Humane Care and Use of Laboratory
Animals. This policy may be accessed at: http://grants1.nih.gov/grants/olaw/references/phspol.htm 
 ARTICLE H.4. INFORMATION ON COMPLIANCE WITH
ANIMAL CARE REQUIREMENTS 
 Registration with the U. S. Dept. of Agriculture (USDA) is required to use regulated species of animals for biomedical
purposes. USDA is responsible for the enforcement of the Animal Welfare Act (7 U.S.C. 2131 et. seq.), http://www.nal.usda.gov/awic/legislat/awa.htm. 

The Public Health Service (PHS) Policy is administered by the Office of Laboratory Animal Welfare (OLAW) http://grants2.nih.gov/grants/olaw/olaw.htm.
An essential requirement of the PHS Policy http://grants2.nih.gov/grants/olaw/references/phspol.htm is that every institution using live vertebrate animals must obtain an approved assurance from OLAW before they can receive funding from any
component of the U. S. Public Health Service. 
 The PHS Policy requires that Assured institutions base their programs of animal care and use on the Guide
for the Care and Use of Laboratory Animals http://www.nap.edu/readingroom/books/labrats/ and that they comply with the regulations (9 CFR, Subchapter A)http://www.nal.usda.gov/awic/legislat/usdaleg1.htm issued by the U.S. Department of
Agriculture (USDA) under the Animal Welfare Act. The Guide may differ from USDA regulations in some respects. Compliance with the USDA regulations is an absolute requirement of this Policy. 

The Association for Assessment and Accreditation of Laboratory Animal Care International (AAALAC) http://www.aaalac.org is a professional organization
that inspects and evaluates programs of animal care for institutions at their request. Those that meet the high standards are given the accredited status. As of the 2002 revision of the PHS Policy, the only accrediting body recognized by PHS is the
AAALAC. While AAALAC Accreditation is not required to conduct biomedical research, it is highly desirable. AAALAC uses the Guide as their primary evaluation tool. They also use the Guide for the Care and Use of Agricultural Animals in Agricultural
Research and Teaching. It is published by the Federated of Animal Science Societies http://www.fass.org. 
 ARTICLE H.5. REQUIREMENTS FOR ADEQUATE
ASSURANCE OF PROTECTION OF VERTEBRATE ANIMAL SUBJECTS 
 The PHS Policy on Humane Care and Use of Laboratory Animals requires that applicant
organizations proposing to use vertebrate animals file a written Animal Welfare Assurance with the Office for Laboratory Animal Welfare (OLAW), establishing appropriate policies and procedures to ensure the humane care and use of live vertebrate
animals involved in research activities supported by the PHS. The PHS Policy stipulates that an applicant organization, whether domestic or foreign, bears responsibility for the humane care and use of animals in PHS- supported research activities.
Also, the PHS policy defines “animal” as 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 40
	[***] 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.









 
“any live, vertebrate animal used, or intended for use, in research, research training, experimentation, biological testing or for related purposes.” This Policy implements and
supplements the U.S. government Principles for the Utilization and Care of Vertebrate Animals Used in Testing, Research, and Training, and requires that institutions use the Guide for the Care and Use of Laboratory Animals as a basis for developing
and implementing an institutional animal care and use program. This Policy does not affect applicable State or local laws or regulations that impose more stringent standards for the care and use of laboratory animals. All institutions are required
to comply, as applicable, with the Animal Welfare Act as amended (7 USC 2131 et. seq.) and other Federal statutes and regulations relating to animals. These documents are available from the Office of Laboratory Animal Welfare, National Institutes of
Health, Bethesda, MD 20892, (301) 496-7163. See http://grants.nih.gov/grants/olaw/olaw.htm. 
 No PHS supported work for research involving
vertebrate animals will be conducted by an organization, unless that organization is operating in accordance with an approved Animal Welfare Assurance and provides verification that the Institutional Animal Care and Use Committee (IACUC) has
reviewed and approved the proposed activity in accordance with the PHS policy. Applications may be referred by the PHS back to the institution for further review in the case of apparent or potential violations of the PHS Policy. No award to an
individual will be made unless that individual is affiliated with an assured organization that accepts responsibility for compliance with the PHS Policy. Foreign applicant organizations applying for PHS awards for activities involving vertebrate
animals are required to comply with PHS Policy or provide evidence that acceptable standards for the humane care and use of animals will be met. Foreign applicant organizations are not required to submit IACUC approval, but should provide
information that is satisfactory to the USG to provide assurances for the humane care of such animals. 
 ARTICLE H.6. APPROVAL OF REQUIRED ASSURANCE BY
OLAW 
 Under governing regulations, federal funds which are administered by the Department of Health and Human Services, Office of Biomedical Advanced
Research and Development Authority (BARDA) shall not be expended by the Contractor for research involving live vertebrate animals, nor shall live vertebrate animals be involved in research activities by the Contractor under this award unless a
satisfactory assurance of compliance with 7 U.S.C. 2316 and 9 CFR Sections 2.25-2.28 is submitted within 30 days of the date of this award and approved by the Office of Laboratory Animal Welfare (OLAW). Each performance site (if any) must also
assure compliance with 7 U.S.C. 2316 and 9 CFR Sections 2.25-2.28 with the following restriction: Only activities which do not directly involve live vertebrate animals (i.e. are clearly severable and independent from those activities that do involve
live vertebrate animals) may be conducted by the Contractor or individual performance sites pending OLAW approval of their respective assurance of compliance with 7 U.S.C. 2316 and 9 CFR Sections 2.25-2.28. Additional information regarding OLAW may
be obtained via the Internet at http://grants2.nih.gov/grants/olaw/references/phspol.htm 
 ARTICLE H.7. REPORTING MATTERS INVOLVING FRAUD, WASTE
AND ABUSE 
 Anyone who becomes aware of the existence or apparent existence of fraud, waste and abuse in BARDA funded programs should report such
matters to the 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 41
	[***] 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.









 
HHS Inspector General’s Office in writing or on the Inspector General’s Hotline. The toll free number is 1-800-HHS-TIPS (1-800- 447-8477). All telephone calls will be handled
confidentially. The e-mail address is Htips@os.dhhs.gov and the mailing address is: 
 Office of Inspector General 

Department of Health and Human Services TIPS HOTLINE 

P.O. Box 23489 Washington, D.C. 20026 

ARTICLE H.8. PROHIBITION ON CONTRACTOR INVOLVEMENT WITH TERRORIST ACTIVITIES 

The Contractor acknowledges that U.S. Executive Orders and Laws, including but not limited to E.O. 13224 and P.L. 107-56, prohibit transactions with, and the
provision of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of the Contractor to ensure compliance with these Executive Orders and Laws. This clause must be included in all
subcontracts issued under this contract. 
 ARTICLE H.9. IDENTIFICATION AND DISPOSITION OF DATA 

The Contractor will be required to provide certain data generated under this contract to the Department of Health and Human Services (DHHS). DHHS reserves the
right to review any other data determined by DHHS to be relevant to this contract. The contractor shall keep copies of all data required by the Food and Drug Administration (FDA) relevant to this contract for the time specified by the FDA. 

ARTICLE H.10. EXPORT CONTROL NOTIFICATION 
 Contractors
are responsible for ensuring compliance with all export control laws and regulations that may be applicable to the export of and foreign access to their proposed technologies. 

Contractors may consult with the Department of State with any questions regarding the International Traffic in Arms Regulation (ITAR) (22 CRF Parts 120-130)
and /or the Department of Commerce regarding the Export Administration Regulations (15 CRF Parts 730-774). 
 ARTICLE H.11. CONFLICT OF INTEREST 

The Contractor represents and warrants that, to the best of the Contractor’s knowledge and belief, there are no relevant facts or circumstances which
could give rise to an organizational conflict of interest, as defined in FAR 2.101 and Subpart 9.5, or that the Contractor has disclosed all such relevant information. Prior to commencement of any work, the Contractor agrees to notify the
Contracting Officer promptly that, to the best of its knowledge and belief, no actual or potential conflict of interest exists or to identify to the Contracting Officer any actual or potential conflict of interest the firm may have. In emergency
situations, however, work may begin but notification shall be made within five (5) working days. The Contractor agrees that if an actual or potential organizational conflict of interest is identified during performance, the Contractor shall
promptly make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or
neutralize the actual or potential conflict of interest. The Contractor shall continue performance until notified by the Contracting Officer of any 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 42
	[***] 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.









 
contrary action to be taken. Remedies include termination of this contract for convenience, in whole or in part, if the Contracting Officer deems such termination necessary to avoid an
organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose it or misrepresented relevant
information to the Contracting Officer, the USG may terminate the contract for default, debar the Contractor from USG contracting, or pursue such other remedies as may be permitted by law or this contract. 

ARTICLE H.12. INSTITUTIONAL RESPONSIBILITY REGARDING INVESTIGATOR FINANCIAL CONFLICTS OF INTEREST 

The Contractor shall comply with the requirements of 45 CFR Part 94, Responsible Prospective Contractors, which promotes objectivity in research by
establishing standards to ensure that Investigators (defined as the project director or principal Investigator and any other person, regardless of title or position, who is responsible for the design, conduct, or reporting of research funded under
BARDA contracts, or proposed for such funding, which may include, for example, collaborators or consultants) will not be biased by any Investigator financial conflicts of interest. 

If the failure of an Investigator to comply with an Institution’s financial conflicts of interest policy or a financial conflict of interest management
plan appears to have biased the design, conduct, or reporting of the BARDA-funded research, the Contractor must promptly notify the Contracting Officer of the corrective action taken or to be taken. The Contracting Officer will consider the
situation and, as necessary, take appropriate action or refer the matter to the Contractor for further action, which may include directions to the Contractor on how to maintain appropriate objectivity in the BARDA-funded research project. 

The Contracting Officer and/or HHS may inquire at any time before, during, or after award into any Investigator disclosure of financial interests, and the
Contractor’s review of, and response to, such disclosure, regardless of whether the disclosure resulted in the Contractor’s determination of a financial conflict of interests. The Contracting Officer may require submission of the records
or review them on site. On the basis of this review of records or other information that may be available, the Contracting Officer may decide that a particular financial conflict of interest will bias the objectivity of the BARDA-funded research to
such an extent that further corrective action is needed or that the Institution has not managed the financial conflict of interest in accordance with 45 CFR Part 94. The issuance of a Stop Work Order by the Contracting Officer may be necessary until
the matter is resolved. 
 If the Contracting Officer determines that BARDA-funded clinical research, whose purpose is to evaluate the safety or
effectiveness of a drug, medical device, or treatment, has been designed, conducted, or reported by an Investigator with a financial conflict of interest that was not disclosed managed or reported the Contractor shall require the Investigator
involved to disclose the financial conflict of interest in each public presentation of the results of the research and to request an addendum to previously published presentations. 

ARTICLE H.13. NEEDLE DISTRIBUTION 
 The Contractor shall
not use contract funds to carry out any program of 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 43
	[***] 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.









 
distributing sterile needles or syringes for the hypodermic injection of any illegal drug. 

ARTICLE H.14. RESTRICTION ON ABORTIONS 
 The Contractor
shall not use contract funds for any abortion. 
 ARTICLE H.15. CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH 

The Contractor shall not use contract funds for (1) the creation of a human embryo or embryos for research purposes; or (2) research in which a human
embryo or embryos are destroyed, discarded, or knowingly subjected to risk of injury or death greater than that allowed for research on fetuses in utero under 45 CFR 46.204(b) and Section 498(b) of the Public Health Service Act (42 U.S.C.
289g(b)). The term “human embryo or embryos” includes any organism, not protected as a human subject under 45 CFR 46 as of the date of the enactment of this Act, that is derived by fertilization, parthenogenesis, cloning, or any other
means from one or more human gametes or human diploid cells. 
 Additionally, in accordance with a March 4, 1997 Presidential Memorandum, Federal funds
may not be used for cloning of human beings. 
 ARTICLE H.16. DISSEMINATION OF FALSE OR DELIBERATELY MISLEADING INFORMATION 

The Contractor shall not use contract funds to disseminate information that is deliberately false or misleading. 

ARTICLE H.17. CONFIDENTIALITY OF INFORMATION 
  

	 	a.	Confidential information, as used in this article, means information or data of a personal nature about individual or proprietary information or data submitted by or pertaining to an institution or organization.


  

	 	b.	The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the USG will furnish to the Contractor or that the
Contractor is expected to generate which is confidential and providing further that the government is not entitled to unlimited rights to that information pursuant to FAR 52.227-14. Similarly, the Contracting Officer and the Contractor may, by
mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the “Disputes” clause. 


 

	 	c.	If it is established elsewhere in this contract that information to be utilized under this contract, or a portion thereof, is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure
set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act. 


 

	 	d.	 Confidential information, as defined in paragraph (a) of this article, shall not be disclosed without the prior written consent of the
individual, 



  

			
	  
 HHSO100201500011C
	  	
		  	Page 44
	[***] 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.










	 	
institution, or organization. 

  

	 	e.	Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the
provisions of this article, the Contractor should obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication. 


 

	 	f.	The provisions of paragraph (d) of this article shall not apply to conflicting or overlapping provisions in other Federal, State or local laws. 


ARTICLE H.18. ACCESS TO DOCUMENTATION/DATA 
 The USG shall
have physical and electronic access to all documentation and data generated under this contract, including: all data documenting Contractor performance; all data generated; all communications and correspondence with regulatory agencies and bodies to
include all audit observations, inspection reports, milestone completion documents, and all Offeror commitments and responses. Contractor shall provide the USG with an electronic copy of all correspondence with the FDA within 5 business days of
receipt. The USG shall acquire unlimited rights to all data funded under this contract in accordance with FAR Subpart 27.4 and FAR Clause 52.227-14. 

ARTICLE H.19. EPA ENERGY STAR REQUIREMENTS 
 In compliance
with Executive Order 12845 (requiring Agencies to purchase energy efficient computer equipment), all microcomputers, including personal computers, monitors, and printers that are purchased using USG funds in performance of a contract shall be
equipped with or meet the energy efficient low-power standby feature as defined by the EPA Energy Star program unless the equipment always meets EPA Energy Star efficiency levels. The microcomputer, as configured with all components, must be Energy
Star compliant. 
 This low-power feature must already be activated when the computer equipment is delivered to the agency and be of equivalent
functionality of similar power managed models. If the equipment will be used on a local area network, the vendor must provide equipment that is fully compatible with the network environment. In addition, the equipment will run commercial
off-the-shelf software both before and after recovery from its energy conservation mode. 
 ARTICLE H.20. ACKNOWLEDGMENT OF FEDERAL FUNDING 

Section 507 of P.L. 104-208 mandates that Contractors funded with Federal dollars, in whole or in part, acknowledge Federal funding when issuing
statements, press releases, requests for proposals, bid solicitations and other documents. This requirement is in addition to the continuing requirement to provide an acknowledgment of support and disclaimer on any publication reporting the results
of a contract funded activity. 
  

	A.	Publication and Publicity 

 No information related to data obtained under this contract shall be released
or 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 45
	[***] 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.









 
publicized without providing BARDA with at least thirty (30) days advanced notice and an opportunity to review the proposed release or publication. 

In addition to the requirements set forth in HHSAR Clause 352.227-70, Publications and Publicity incorporated by reference in SECTION I of this contract,
Section 507 of P.L. 104-208 mandates that Contractors funded with Federal dollars, in whole or in part, acknowledge Federal funding when issuing statements, press releases, requests for proposals, bid solicitations and other documents.
Contractors are required to state: 
 (1) the percentage and dollar amounts of the total program or project costs financed with Federal money and; 

(2) the percentage and dollar amount of the total costs financed by nongovernmental sources 

For purposes of this contract “publication” is defined as an issue of printed material offered for distribution or any communication or oral
presentation of information, including any manuscript or scientific meeting abstract. Any publication containing data generated under this contract must be submitted for BARDA review no less than thirty (30) calendar days for manuscripts and fifteen
(15) calendar days for abstracts before submission for public presentation or publication. Contract support shall be acknowledged in all such publications substantially as follows: 

“This project has been funded in whole or in part with Federal funds from the Department of Health and Human Services; Office of the Assistant Secretary
for Preparedness and Response; Biomedical Advanced Research and Development Authority, under Contract No. “HHSO100201500011C” 
  

	B.	Press Releases 

 Misrepresenting contract results or releasing information that is injurious to the
integrity of BARDA may be construed as improper conduct. Press releases shall be considered to include the public release of information to any medium, excluding peer-reviewed scientific publications. The contractor shall ensure that the COR has
received an advance copy of any press release related to the contract not less than six (6) business days prior to the issuance of the press release. 

The Contractor shall acknowledge the support of the Department of Health and Human Service, Office of the Assistant Secretary for Preparedness and Response,
Biomedical Advanced Research and Development Authority, whenever publicizing the work under this contract in any media by including an acknowledgment substantially as follows: 

“This project has been funded in whole or in part with Federal funds from the Department of Health and Human Services; Office of the Assistant Secretary
for Preparedness and Response; Biomedical Advanced Research and Development Authority, under Contract No. HHSO100201500011C. 
 ARTICLE H.21. IN-PROCESS
REVIEW 
 In Process Reviews (IPR) will be conducted at the discretion of the USG to 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 46
	[***] 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.









 
discuss the progression of the milestones. The USG reserves the right to revise the milestones and budget pending the development of the project. Deliverables such as an overall project summary
report and/or slides will be required when the IPRs are conducted. The Contractor’s success in completing the required tasks under each work segment must be demonstrated through the Deliverables and Milestones specified under SECTION F and
Attachment J.2. Those deliverables will constitute the basis for the USG’s decision, at its sole discretion, to proceed with the work segment, or institute changes to the work segment, or terminate the work segment. 

IPRs may be scheduled at the discretion of the USG to discuss progression of the contract. The Contractor shall provide a presentation following a prescribed
template which will be provided by the USG at least 30 business days prior to the IPR. Subsequently, the contractor will be requested to provide a revised/final presentation to the Contracting Officer at least 10 business days prior to the IPR. 

ARTICLE H.22. PROHIBITION ON THE USE OF APPROPRIATED FUNDS FOR LOBBYING ACTIVITIES AND HHSAR 352.203-70 ANTI-LOBBYING (March 2012)) 

The Contractor is hereby notified of the restrictions on the use of Department of Health and Human Service’s funding for lobbying of Federal, State and
Local legislative bodies. 
 Section 1352 of Title 10, United Stated Code (Public Law 101-121, effective 12/23/89), among other things, prohibits a
recipient (and their subcontractors) of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds (other than profits from a federal contract) to pay any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions; the awarding of any Federal contract; the making of any Federal
grant; the making of any Federal loan; the entering into of any cooperative agreement; or the modification of any Federal contract, grant, loan, or cooperative agreement. For additional information of prohibitions against lobbying activities, see
FAR Subpart 3.8 and FAR Clause 52.203-12. 
 In addition, as set forth in HHSAR 352.203-70 “Anti-Lobbying” (March 2012)), the current Department
of Health and Human Services Appropriations Act provides that no part of any appropriation contained in this Act shall be used, other than for normal and recognized executive- legislative relationships, for publicity or propaganda purposes, for the
preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support, or defeat legislation pending before the Congress, or any State or Local legislature except in presentation
to the Congress, or any State or Local legislative body itself. 
 The current Department of Health and Human Services Appropriations Act also provides that
no part of any appropriation contained in this Act shall be used to pay the salary or expenses of any contract or grant recipient, or agent acting for such recipient, related to any activity designed to influence legislation or appropriations
pending before the Congress, or any State or Local legislature. 
 ARTICLE H.23. PRIVACY ACT APPLICABILITY 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 47
	[***] 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.










	1)	Notification is hereby given that the Contractor and its employees are subject to criminal penalties for violation of the Privacy Act to the same extent as employees of the USG. The Contractor shall assure that each of
its employees knows the prescribed rules of conduct and that each is aware that he or she can be subjected to criminal penalty for violation of the Act. A copy of 45 CFR Part 5b, Privacy Act Regulations, may be obtained at
http://www.gpoaccess.gov/cfr/index.html 

  

	2)	The Project Officer is hereby designated as the official who is responsible for monitoring contractor compliance with the Privacy Act. 


 

	3)	The Contractor shall follow the Privacy Act guidance as contained in the Privacy Act System of Records number 09-25-0200. This document may be obtained at the following link:
http://oma.od.nih.gov/ms/privacy/pa-files/0200.htm 

 ARTICLE H.24. LABORATORY LICENSE REQUIREMENTS 

The Contractor shall comply with all applicable requirements of Section 353 of the Public Health Service Act (Clinical Laboratory Improvement Act as
amended) (42 U.S.C. 263a and 42 CFR Part 493). This requirement shall also be included in any subcontract for services under the contract. 
 ARTICLE
H.25. QUALITY ASSURANCE (QA) AUDIT REPORTS 
 BARDA reserves the right to participate in QA audits. Upon completion of the audit/site visit the
Contractor shall provide a report capturing the findings, results and next steps in proceeding with the subcontractor. If action is requested of the subcontractor, detailed concerns for addressing areas of non-conformance to FDA regulations for GLP,
GMP, or GCP guidelines, as identified in the audit report, must be provided to BARDA. The Contractor shall provide responses from the subcontractors to address these concerns and plans for corrective action execution. 

 

	 	•	 	Contractor shall notify CO and COR of upcoming, ongoing, or recent audits/site visits of subcontractors as part of weekly communications 


 

	 	•	 	Contractor shall notify the COR and CO within 5 business days of report completion. 

 ARTICLE H.26. BARDA
AUDITS 
 Contractor shall accommodate periodic or ad hoc site visits by the USG. If the USG, the Contractor, or other parties identifies any issues
during an audit, the Contractor shall capture the issues, identify potential solutions, and provide a report to the USG. 
  

	 	•	 	If issues are identified during the audit, Contractor shall submit a report to the CO and COR detailing the finding and corrective action(s) within 10 business days of the audit. 


 

	 	•	 	COR and CO will review the report and provide a response to the Contractor with 10 business days. 

  

	 	•	 	Once corrective action is completed, the Contractor will provide a final report to the CO and COR. 

 ARTICLE
H.27. SECURITY REPORTING REQUIREMENT 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 48
	[***] 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.









 Violations of established security protocols shall be reported to the Contracting Officer (CO) and Contracting
Officer’s Representative (COR) upon discovery and within 24 hours of any compromise, intrusion, loss or interference of its security processes and procedures. The Contractor shall ensure that all software components that are not required for
the operation and maintenance of the database/control system has been removed and/or disabled. The Contractor shall provide to the CO and the COR information appropriate to Information and Information Technology software and service updates and/or
workarounds to mitigate all vulnerabilities associated with the data and shall maintain the required level of system security. 
 The Contractor will
investigate violations to determine the cause, extent, loss or compromise of sensitive program information, and corrective actions taken to prevent future violations. The Contracting Officer in coordination with BARDA will determine the severity of
the violation. Any contractual actions resulting from the violation will be determined by the Contracting Officer. 
 ARTICLE H.28. RESTRICTION ON
EMPLOYMENT OF UNAUTHORIZED ALIEN WORKERS 
 The Contractor shall not use contract funds to employ workers described in section 274A (h) (3) of
the Immigration and National Act, which reads as follows: 
 “(3) Definition of unauthorized alien – As used in this section, the term
‘unauthorized alien’ with respect to the employment of an alien at a particular time, that the alien is not at that time either (A) an alien lawfully admitted for permanent residence, or (B) authorized to be so employed by this Act or
by the Attorney General.” 
 ARTICLE H.29. NOTIFICATION OF CRITICAL PROGRAMMATIC CONCERNS, RISKS, OR POTENTIAL RISKS 

If any action occurs that creates a cause for critical programmatic concern, risk, or potential risk to BARDA or the Contractor and Incident Report shall be
delivered to BARDA. 
  

	 	•	 	Within 48 hours of activity or incident or within 24 hours for a security related activity or incident, Contractor must notify BARDA. 


 

	 	•	 	Additional updates due to COR and CO within 48 hours of additional developments. 

  

	 	•	 	Contractor shall submit within 5 business days a Corrective Action Plan (if deemed necessary by either party) to address any potential issues. 


If corrective action is deemed necessary, Contractor must address in writing, its consideration of concerns raised by BARDA within 5 business days. 

ARTICLE H.31. PERSON IN PLANT 
 With seven
(7) business days advance notice to the Contractor in writing from the Contracting Officer, the USG may place a person-in-plant in the Contractor’s or subcontractor’s facility, who shall be subject to the Contractor’s or
subcontractor’s policies and procedures regarding security and facility access at all times while in the facility. 
 An article substantially similar
to this Person-in-Plant article shall be incorporated 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 49
	[***] 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.









 
into any subcontract for experimental or manufacturing work. 
 PART II - CONTRACT CLAUSES 

SECTION I - CONTRACT CLAUSES 
 ARTICLE I.1. FAR
52.252-2, CLAUSES INCORPORATED BY REFERENCE (FEBRUARY 1998) 
 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. 
 FEDERAL ACQUISIITON REGULATION (48 CFR CHAPTER 1) CLAUSE: 

52.242-15, Stop Work Order Alt. 1 (1984) 
 Clauses
for Cost-Reimbursement Research and Development Contract 
  

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

  

					
	 FAR

CLAUSE
	  	 DATE
	  	 CLAUSE TITLE

	52.202-1	  	Nov 2013	  	Definitions
			
	52.203-3	  	Apr 1984	  	Gratuities
			
	52.203-5	  	May 2014	  	Covenant Against Contingent Fees
			
	52.203-6	  	Sep 2006	  	Restrictions on Subcontractor Sales to the government
			
	52.203-7	  	May 2014	  	Anti-Kickback Procedures
			
	52.203-8	  	May 2014	  	Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity
			
	52.203-10	  	May 2014	  	Price or Fee Adjustment for Illegal or Improper Activity
			
	52.203-12	  	Oct 2010	  	Limitation on Payments to Influence Certain Federal Transactions
			
	52.203-13	  	Apr 2010	  	Contractor Code of Business Ethics and Conduct
			
	52.203-17	  	April 2014	  	Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower rights
			
	52.204-4	  	May 2011	  	Printed or Copied Double-Sided on Recycled Paper
			
	52.204-7	  	Jul 2013	  	System for Award Management
			
	52.204-10	  	Jul 2013	  	Reporting Executive Compensation and First-Tier Subcontract Awards
			
	52.204-13	  	Jul 2013	  	System for Award Management Maintenance


  

			
	  
 HHSO100201500011C
	  	
		  	Page 50
	[***] 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.










					
	52.209-6	  	Aug 2013	  	Protecting the government’s Interests When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment
			
	52.209-9	  	Jul 2013	  	Updates of Publicly Available Information Regarding Responsibility Matters
			
	52.209-10	  	Dec 2014	  	Prohibition on Contracting with Inverted Domestic Corporations
			
	52.210-1	  	Apr 2011	  	Market Research
			
	52.215-2	  	Oct 2010	  	Audit and Records – Negotiation
			
	52.215-8	  	Oct 1997	  	Order of Precedence - Uniform Contract Format
			
	52.215-10	  	Aug 2011	  	Price Reduction for Defective Certified Cost or Pricing Data
			
	52.215-12	  	Oct 2010	  	Subcontractor Certified Cost or Pricing Data
			
	52.215-15	  	Oct 2010	  	Pension Adjustments and Asset Reversions
			
	52.215-18	  	Jul 2005	  	Reversion or Adjustment of Plans for Post-Retirement Benefits (PRB) other than Pensions
			
	52.215-19	  	Oct 1997	  	Notification of Ownership Changes
			
	52.215-21	  	Oct 2010	  	Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data – Modifications
			
	52.215-23	  	Oct 2009	  	Limitations on Pass-Through Charges
			
	52.216-7	  	Jun 2013	  	Allowable Cost and Payment
			
	52.216-8	  	Jun 2011	  	Fixed Fee
			
	52.217-8	  	Nov 1999	  	Option to Extend Services
			
	52.219-8	  	Oct 2014	  	Utilization of Small Business Concerns
			
	52.222-2	  	Jul 1990	  	Payment for Overtime Premiums
			
	52.222-3	  	Jun 2003	  	Convict Labor
			
	52.222-21	  	Apr 2015	  	Prohibition of Segregated Facilities
			
	52.222-26	  	Apr 2015	  	Equal Opportunity
			
	52.222-35	  	Jul 2014	  	Equal Opportunity for Veterans
			
	52.222-36	  	Jul 2014	  	Equal Opportunities for Workers with Disabilities
			
	52.222-37	  	Jul 2014	  	Employment Reports on Veterans
			
	52.222-40	  	Dec 2010	  	Notification of Employee Rights Under the National Labor Relations Act
			
	52.222-50	  	Mar 2015	  	Combating Trafficking in Persons
			
	52.222-54	  	Aug 2013	  	Employment Eligibility Verification
			
	52.223-6	  	May 2001	  	Drug-Free Workplace
			
	52.223-18	  	Aug 2011	  	Encouraging Contractor Policies to Ban Text Messaging While Driving


  

			
	  
 HHSO100201500011C
	  	
		  	Page 51
	[***] 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.










					
	52.224-1	  	April 1984	  	Privacy Act Notification
			
	52.224-2	  	April 1984	  	Privacy Act
			
	52.225-13	  	Jun 2008	  	Restrictions on Certain Foreign Purchases
			
	52.227-1	  	Dec 2007	  	Authorization and Consent, Alternate I
			
	52.227-2	  	Dec 2007	  	Notice and Assistance Regarding Patent and Copyright Infringement
			
	52.227-3	  	April 1984	  	Patent Indemnity
			
	52.227-11	  	May 2014	  	Patent Rights - Ownership by the Contractor (Note: In accordance with FAR 27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting in (i) is
annual.)
			
	52.227-14	  	May 2014	  	Rights in Data – General
			
	52.227-14	  	May 2014	  	Rights in Data – General, Alternate II
			
	52.227-16	  	Jun 1987	  	Additional Data Requirements
			
	52.232-9	  	Apr 1984	  	Limitation on Withholding of Payments
			
	52.232-17	  	May 2014	  	Interest
			
	52.232-20	  	Apr 1984	  	Limitation of Cost
			
	52.232-23	  	May 2014	  	Assignment of Claims
			
	52.232-25	  	Jun 2013	  	Prompt Payment Alternate I (Feb 2002)
			
	52.232-33	  	Jul 2013	  	Payment by Electronic Funds Transfer—System for Award Management
			
	52.233-1	  	May 2014	  	Disputes
			
	52.233-3	  	Aug 1996	  	Protest After Award, Alternate I (June 1985)
			
	52.233-4	  	Oct 2004	  	Applicable Law for Breach of Contract Claim
			
	52.242-1	  	Apr 1984	  	Notice of Intent to Disallow Costs
			
	52.242-3	  	May 2014	  	Penalties for Unallowable Costs
			
	2.242-4	  	Jan 1997	  	Certification of Final Indirect Costs
			
	52.242-13	  	Jul 1995	  	Bankruptcy
			
	52.243-2	  	Aug 1987	  	Changes - Cost Reimbursement, Alternate V (Apr 1984)
			
	52.243-6	  	Apr 1984	  	Change Order Accounting
			
	52.244-2	  	Oct 2010	  	Subcontracts, Alternate I (Jun 2007)
			
	52.244-5	  	Dec 1996	  	Competition in Subcontracting
			
	52.244-6	  	Apr 2015	  	Subcontracts for Commercial Items
			
	52.245-1	  	Apr 2012	  	Government Property
			
	52.245-9	  	Apr 2012	  	Use and Charges


  

			
	  
 HHSO100201500011C
	  	
		  	Page 52
	[***] 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.










					
	52.246-9	  	Apr 1984	  	Inspection of Research and Development (Short Form)
			
	52.246-23	  	Feb 1997	  	Limitation of Liability
			
	52.246-25	  	Feb 1997	  	Limitation of Liability – Services
			
	52.247-63	  	Jun 2003	  	Preference for U.S.-Flag Air Carriers
			
	52.247-67	  	Feb 2006	  	Submission of Transportation Documents for Audit
			
	52.249-6	  	May 2004	  	Termination (Cost-Reimbursement)
			
	52-249-14	  	Apr 1984	  	Excusable Delays
			
	52.251-1	  	Apr 2012	  	Government Supply Sources
			
	52.253-1	  	Jan 1991	  	Computer Generated Forms

  

	(2)	DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR) (48 CFR CHAPTER 3) CLAUSES: 

  

					
	 HHSAR

CLAUSE NO.
	  	 DATE
	  	 TITLE

	352.201-70	  	Jan 2006	  	Paperwork Reduction Act
			
	352.202-1	  	Jan 2006	  	Definitions, with Alternate paragraph (h)
			
	352.203-70	  	Mar 2012	  	Anti-Lobbying
			
	352.216-70	  	Jan 2006	  	Additional Cost Principles
			
	352.222-70	  	Jan 2010	  	Contractor Cooperation in Equal Employment Opportunity Investigations
			
	352.223-70	  	Jan 2006	  	Safety and Health
			
	352.224-70	  	Jan 2006	  	Privacy Act
			
	352.227-70	  	Jan 2006	  	Publications and Publicity
			
	352.228-7	  	Dec 1991	  	Insurance - Liability to Third Persons
			
	352.231-70	  	Aug 2012	  	Salary Rate Limitation
			
	352.233-71	  	Jan 2006	  	Litigation and Claims
			
	352.242-70	  	Jan 2006	  	Key Personnel
			
	352.242-73	  	Jan 2006	  	Withholding of Contract Payments
			
	352.242-74	  	Apr 1984	  	Final Decisions on Audit Findings
			
	352.270-4	  	Jan 2006	  	Protection of Human Subjects

 ARTICLE I.2. ADDITIONAL CONTRACT CLAUSES 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 53
	[***] 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.









 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. 
 a. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1)
CLAUSES 
 ARTICLE I.3. ADDITIONAL FAR CLAUSES INCLUDED IN FULL TEXT 

FAR 52.217-9 Option to Extend the Term of the Contract 

OPTION TO EXTEND THE TERM OF THE
CONTRACT (MAR 2000) 
 (a) The government may extend the term of this contract by written notice to the
Contractor within 15 days of the date the contract expires; provided that the government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit
the government to an extension. 
 (b) If the government exercises this option, the extended contract shall be considered to include this
option clause. 
 (c) The total duration of this contract, including base contract and the exercise of any options under this clause, shall
not exceed sixty (60) months. 
 FAR 52.219-1 Small Business Program Representations 

SMALL BUSINESS PROGRAM REPRESENTATIONS (OCT 2014) 

(b) (1) The North American Industry Classification System (NAICS) code for this acquisition is 541711. 

(2) The small business size standard is 500 employees. 

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or
service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. 
 (c) Representations.

 (1) The offeror represents as part of its offer that it x is,  ̈ is not a small business concern. 
 (2) The offeror represents as part of its
offer that it  ̈ is, x is not, a small disadvantaged business concern as defined in 13 CFR 124.1002. 

(3) The offeror represents as part of its offer that it  ̈ is, x is not a woman-owned small business concern. 
 FAR 52.219-28, Post-Award Small Business
Program Representation 
 POST-AWARD SMALL BUSINESS PROGRAM
REPRESENTATION (JUL 2013) 
 (a) Definitions . As used in this clause— 

Long-term contract means a contract of more than five years in duration, including 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 54
	[***] 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.









 
options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under
the clause at 52.217-8, Option to Extend Services, or other appropriate authority. 
 Small business concern means a concern,
including its affiliates, which is independently owned and operated, not dominant in the field of operation in which it is bidding on government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard
in paragraph (c) of this clause. Such a concern is “not dominant in its field of operation” when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business
concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or
control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity. 
 (b) If the
Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall represent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the
occurrence of any of the following: 
 (1) Within 30 days after execution of a novation agreement or within 30 days after modification of
the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract. 
 (2) Within
30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract. 

(3) For long-term contracts— 

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and 

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter. 

(c) The Contractor shall represent its size status in accordance with the size standard in effect at the time of this representation that
corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at
http://www.sba.gov/contractingopportunities/officials/size/index.html. 
 (d) The small business size standard for a Contractor
providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees. 

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of
this clause by validating or updating all its representations in the Online Representations and Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure that they reflect the Contractor’s current
status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update. 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 55
	[***] 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.









 (f) If the Contractor represented that it was other than a small business concern prior to award
of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause. 

(g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation in ORCA for the NAICS code
applicable to this contract, the Contractor is required to complete the following representation and submit it to the contracting office, along with the contract number and the date on which the representation was completed: 

The Contractor represents that it x is,  ̈ is
not a small business concern under NAICS Code 541711 assigned to contract number HHSO100201500011C. 
 FAR 52.232-40, Providing
Accelerated Payment to Small Business Subcontractors 
 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) 

(a) Upon receipt of accelerated payments from the government, the contractor shall make accelerated payments to its small business
subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract after receipt of a proper invoice and all other required documentation from the
small business subcontractor. 
 (b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment
Act. 
 (c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including
subcontracts with small business concerns for the acquisition of commercial items. 

  

			
	  
 HHSO100201500011C
	  	
		  	Page 56
	[***] 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.









 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS 

SECTION J - LIST OF ATTACHMENTS 
 The
following documents are attached and incorporated in this contract: 
  

	 	1.	Statement of Work, dated April 17, 2015 (21 pages). 

  

	 	2.	Milestones and Deliverables Chart (3 pages) 

  

	 	3.	Reserved 

  

	 	4.	Invoice/Financing Request Instructions and Contract Financial Reporting Instructions for Cost-Reimbursement Type Contracts (5 pages). 


 

	 	5.	Financial Report of Individual Project/Contract (1 page) 

  

	 	6.	Instructions for Completing Financial Report of Individual Project/Contract (3 pages) 

  

	 	7.	7 Principles of Earned Value Management Tier 2 System Implementation Intent Guide (26 pages) 


  

			
	  
 HHSO100201500011C
	  	
		  	Page 57
	[***] 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.









 PART IV - REPRESENTATIONS AND INSTRUCTIONS 

SECTION K - REPRESENTATIONS AND CERTIFICATIONS 
 The following
documents are incorporated by reference in this contract: 
  

	 	1.	Annual Representations and Certifications completed and located at the System for Award Management website (SAM.gov). 


2. Animal Welfare Assurance – The subcontractors, general procedures for animal care and housing will meet current Association for
Assessment and Accreditation of Laboratory Animal Care International (AAALAC) recommendations, current requirements stated in the current “Guide for Care and Use of Laboratory Animals”, current requirements as stated by the U.S. Department
of Agriculture through the Animal Welfare Act, as amended, and will conform to the testing facility SOPs. 
 End of Contract No: HHSO100201500011C 

  
 [***] 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. 








 ATTACHMENT 1 

PX563L/RPA563 ADVANCED DEVELOPMENT 

Topic Area of Interest No. 1, 

Contractual Statement of Work 
 [***] 

 
 ATTACHMENT 2 

[***] 

  
 [***] 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. 








 ATTACHMENT 3 

Reserved 
 ATTACHMENT 4 

INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL REPORTING INSTRUCTIONS FOR COST-REIMBURSEMENT TYPE CONTRACTS 

Format: Payment requests shall be submitted on the Contractor’s self-generated form in the manner and format prescribed herein and as illustrated
in the Sample Invoice/Financing Request. Standard Form 1034, Public Voucher for Purchases and Services Other Than Personal, may be used in lieu of the Contractor’s self-generated form provided it contains all of the information shown on the
Sample Invoice/Financing Request. DO NOT include a cover letter with the payment request. 
 Number of Copies: Payment requests shall be submitted in
the quantity specified in the Invoice Submission Instructions in Section B of the Contract. 
 Frequency: Payment requests should not be submitted
more frequently than once every two weeks in accordance with the Allowable Cost and Payment Clause incorporated into this contract unless otherwise instructed by the Contract Officer. Small business concerns may submit invoices/financing requests
more frequently than every two weeks when authorized by the Contracting Officer. 
 Cost Incurrence Period: Costs incurred must be within the
contract performance period or covered by previously established pre contract cost provisions. 
 Billing of Costs Incurred: If billed costs include
(1) costs of a prior billing period, but not previously billed, or (2) costs incurred during the contract period and claimed after the contract period has expired, the Contractor shall cite the amount(s) and month(s) in which it incurred
such costs. 
 Contractor’s Fiscal Year: Payment requests shall be prepared in such a manner that the Government can identify costs claimed with
the Contractor’s fiscal year. 
 Currency: All contracts are expressed in United States dollars. When the Government pays in a currency other
than United States dollars, billings shall be expressed, and payment by the Government shall be made, in that other currency at amounts coincident with actual costs incurred. Currency fluctuations may not be a basis of gain or loss to the
Contractor. Notwithstanding the above, the total of all invoices paid under this contract may not exceed the United States dollars authorized. 
 Costs
Requiring Prior Approval: Costs requiring the Contracting Officer’s approval, which are not set forth in an Advance Understanding in the contract, shall be identified and reference the Contracting Officer’s Authorization (COA) Number.
In addition, the Contractor shall show any cost set forth in an Advance Understanding as a separate line item on the payment request. 

Invoice/Financing Request Identification: Each payment request shall be identified as either: 

 

	(a)	Interim Invoice/Contract Financing Request: These are interim payment requests submitted during the contract performance period. 


 

	(b)	Completion Invoice: The completion invoice shall be submitted promptly upon completion of the work, but no later than one year from the contract completion date, or within 120 days after settlement of the final
indirect cost rates covering the year in which the contract is physically complete (whichever date is later). The Contractor shall submit the completion invoice when all costs have been assigned to the contract and it completes all performance
provisions. 

  

	(c)	Final Invoice: A final invoice may be required after the amounts owed have been settled between the Government and the Contractor (e.g., resolution of all suspensions and audit exceptions). 


  
 [***] 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. 








 Preparation and Itemization of the Invoice/Financing Request: The Contractor shall furnish the information
set forth in the instructions below. The instructions are keyed to the entries on the Sample Invoice/Financing Request. 
  

	(a)	Designated Billing Office Name and Address: Enter the designated billing office name and address, as identified in the Invoice Submission Instructions in Section B and F of the Contract Schedule.


  

	(b)	Contractor’s Name, Address, Point of Contact, VIN, and DUNS or DUNS+4 Number: Show the Contractor’s name and address exactly as they appear in the contract, along with the name, title, phone number, and
e-mail address of the person to notify in the event of an improper invoice or, in the case of payment by method other than Electronic Funds Transfer, to whom payment is to be sent. Provide the Contractor’s Vendor Identification Number (VIN),
and Data Universal Numbering System (DUNS) number or DUNS+4. The DUNS number must identify the Contractor’s name and address exactly as stated on the face page of the contract. When an approved assignment has been made by the Contractor, or a
different payee has been designated, provide the same information for the payee as is required for the Contractor (i.e., name, address, point of contact, VIN, and DUNS). 


 

	(c)	Invoice/Financing Request Number: Insert the appropriate serial number of the payment request. 

  

	(d)	Date Invoice/Financing Request Prepared: Insert the date the payment request is prepared. 

  

	(e)	Contract Number and Order Number (if applicable): Insert the contract number and order number (if applicable). 

  

	(f)	Effective Date: Insert the effective date of the contract or if billing under an order, the effective date of the order. 

  

	(g)	Total Estimated Cost of Contract/Order: Insert the total estimated cost of the contract, exclusive of fixed-fee. If billing under an order, insert the total estimated cost of the order, exclusive of fixed-fee.


  

	(h)	Total Fixed-Fee: Insert the total fixed-fee (where applicable). 

  

	(i)	Two-Way/Three-Way Match: Identify payment to be made using a three-way match. 

  

	(j)	Office of Acquisitions: Insert the name of the Office of Acquisitions, as identified in Section G of the Contract Schedule. 

  

	(k)	Central Point of Distribution: Insert the Central Point of Distribution, as identified in the Invoice Submission Instructions in Section G of the Contract Schedule. 


 

	(l)	Billing Period: Insert the beginning and ending dates (month, day, and year) of the period in which costs were incurred and for which reimbursement is claimed. 


 

	(m)	Amount Billed - Current Period: Insert the amount claimed for the current billing period by major cost element, including any adjustments and fixed-fee. If the Contract Schedule contains separately priced line
items, identify the contract line item(s) on the payment request and include a separate breakdown (by major cost element) for each line item. 

  

	(n)	Amount Billed - Cumulative: Insert the cumulative amounts claimed by major cost element, including any adjustments and fixed-fee. If the Contract Schedule contains separately priced line items, identify the
contract line item(s) on the payment request and include a separate breakdown (by major cost element) for each line item. 

  

	(o)	Direct Costs: Insert the major cost elements. For each element, consider the application of the paragraph entitled “Costs Requiring Prior Approval” on page 1 of these instructions. 


 

	 	(1)	     

  

	 	(2)	Direct Labor: Include salaries and wages paid (or accrued) for direct performance of the contract. 


For Level of Effort contracts only, the Contractor shall provide the following information on a separate sheet of paper attached to the payment
request: 
  

	 	•	 	hours or percentage of effort and cost by labor category (as specified in the Level of Effort Article in Section F of the contract) for the current billing period, and 


 

	 	•	 	hours or percentage of effort and cost by labor category from contract inception through the current billing period. (NOTE: The Contracting Officer may require the Contractor to provide additional breakdown for direct
labor, such as position title, employee name, and salary or hourly rate.) 


  
 [***] 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. 









	 	(3)	Fringe Benefits: List any fringe benefits applicable to direct labor and billed as a direct cost. Do not include in this category fringe benefits that are included in indirect costs. 


 

	 	(4)	Accountable Personal Property: Include permanent research equipment and general purpose equipment having a unit acquisition cost of $1,000 or more, with a life expectancy of more than two years, and sensitive
property regardless of cost (see the HHS Contractor’s Guide for Control of Government Property). Show permanent research equipment separate from general purpose equipment. 


On a separate sheet of paper attached to the payment request, list each item for which reimbursement is requested. An asterisk (*) shall
precede the item if the equipment is below the $1,000 approval level. Include reference to the following (as applicable): 
  

	 	•	 	item number for the specific piece of equipment listed in the Property Schedule, and 

  

	 	•	 	COA number, if the equipment is not covered by the Property Schedule. 

 The Contracting Officer
may require the Contractor to provide further itemization of property having specific limitations set forth in the contract. 
  

	 	(5)	Materials and Supplies: Include equipment with unit costs of less than $1,000 or an expected service life of two years or less, and consumable material and supplies regardless of amount. 


 

	 	(6)	Premium Pay: List remuneration in excess of the basic hourly rate. 

  

	 	(7)	Consultant Fee: List fees paid to consultants. Identify consultant by name or category as set forth in the contract or COA, as well as the effort (i.e., number of hours, days, etc.) and rate billed.


  

	 	(8)	Travel: Include domestic and foreign travel. Foreign travel is travel outside of Canada, the United States and its territories and possessions. However, for an organization located outside Canada, the United
States and its territories and possessions, foreign travel means travel outside that country. Foreign travel must be billed separately from domestic travel. 

  

	 	(9)	Subcontract Costs: List subcontractor(s) by name and amount billed. Cite applicable COA or notification. 

  

	 	(10)	Other: List all other direct costs in total unless exceeding $1,000 in amount. If over $1,000, list cost elements and dollar amounts separately. If the contract contains restrictions on any cost element, that
cost element must be listed separately. 

  

	(p)	Cost of Money (COM): Cite the COM factor and base in effect during the time the cost was incurred and for which reimbursement is claimed. 


 

	(q)	Indirect Costs: Identify the indirect cost base (IDC), indirect cost rate, and amount billed for each indirect cost category. 


 

	(r)	Fixed-Fee: Cite the formula or method of computation for fixed-fee, if applicable. The fixed-fee must be claimed as provided for by the contract. 


 

	(s)	Total Amounts Claimed: Insert the total amounts claimed for the current and cumulative periods. 

  

	(t)	Adjustments: Include amounts conceded by the Contractor, outstanding suspensions, and/or disapprovals subject to appeal. 

  

	(u)	Grand Totals 

  

	(v)	Certification of Salary Rate Limitation: If required by the contract (see Invoice Submission Instructions in Section G of the Contract Schedule), the Contractor shall include the following certification at the
bottom of the payment request: 

 “I hereby certify that the salaries billed in this payment request are in compliance
with the Salary Rate Limitation Provisions in Section H of the contract.” 
  

	(w)	Signature 


  
 [***] 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. 








 The Contracting Officer may require the Contractor to submit detailed support for costs claimed on one or more
interim payment requests. 
 FINANCIAL REPORTING INSTRUCTIONS: 

These instructions are keyed to the Columns on the sample invoice/financing request. 

Column A - Expenditure Category: Enter the expenditure categories required by the contract. 

Column B - Cumulative Percentage of Effort/Hrs. - Negotiated: Enter the percentage of effort or number of hours agreed to for each employee or labor
category listed in Column A. 
 Column C - Cumulative Percentage of Effort/Hrs. - Actual: Enter the percentage of effort or number of hours worked by
each employee or labor category listed in Column A. 
 Column D - Amount Billed - Current: Enter amounts billed during the current period. 

Column E - Amount Billed - Cumulative: Enter the cumulative amounts to date. 

Column F - Cost at Completion: Enter data only when the Contractor estimates that a particular expenditure category will vary from the amount
negotiated. Realistic estimates are essential. 
 Column G - Contract Amount: Enter the costs agreed to for all expenditure categories listed in
Column A. 
 Column H - Variance (Over or Under): Show the difference between the estimated costs at completion (Column F) and negotiated costs
(Column G) when entries have been made in Column F. This column need not be filled in when Column F is blank. When a line item varies by plus or minus 10 percent, i.e., the percentage arrived at by dividing Column F by Column G, an explanation of
the variance should be submitted. In the case of an overrun (net negative variance), this submission shall not be deemed as notice under the Limitation of Cost (Funds) Clause of the contract. 

Modifications: Any modification in the amount negotiated for an item since the preceding report should be listed in the appropriate cost category. 

Expenditures Not Negotiated: An expenditure for an item for which no amount was negotiated (e.g., at the discretion of the Contractor in performance of
its contract) should be listed in the appropriate cost category and all columns filled in, except for 
 G. Column H will of course show a 100 percent
variance and will be explained along with those identified under H above. 

  
 [***] 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. 








 SAMPLE INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL REPORT 

 

							
	(a)	  	Designated Billing Office Name and Address:	  	(c)	  	Invoice/Financing Request No.:
				
		  	 DHHS/OS/ASPR/BARDA
	  	(d)	  	Date Invoice Prepared:
		  	 Attn: Contracting Officer
	  		  	
		  	 330 Independence Ave., S.W.
	  	(e)	  	Contract No. and Order No. (if applicable):                     
		  	 Room G644

Washington, D.C. 20201
	  		  	
		  		  	(f)	  	Effective Date:
				
	(b)	  	Contractor’s Name, Address, Point of Contact, VIN, and DUNS or DUNS+4 Number:	  	  
 (g)
	  	  
 Total Estimated Cost of Contract/Order:

				
		  	 ABC CORPORATION
 100 Main Street

Anywhere, USA Zip Code
	  	 (h)
  

(i)
	  	 Total Fixed-Fee (if applicable):
  

 ̈ Two-Way Match:
  

x Three-Way Match:

				
		  	 Name, Title, Phone Number, and E-mail Address of person to notify in the event of an improper invoice or, in the case of payment by method other than
Electronic Funds Transfer, to whom payment is to be sent.
	  	 (j)
  

(k)
	  	 Office of Acquisitions:
  

Central Point of Distribution:

				
		  	 VIN:
	  		  	
		  	 DUNS or DUNS+4:
	  		  	

  

	(l)	This invoice/financing request represents reimbursable costs for the period from                      to
                     

  

															
	 Expenditure Category*

A
	  	Cumulative Percentage of
Effort/Hrs.	  	Amount Billed	  	Cost at
Completion
F	  	Contract
Amount
G	  	Variance
H
	  	Negotiated
B	  	Actual
C	  	(m)
Current
D	  	(n)
Cumulative
E	  	  	  
	 (o) Direct Costs:
	  		  		  		  		  		  		  	
	 (1) Direct Labor
	  		  		  		  		  		  		  	
	 (2) Fringe Benefits
	  		  		  		  		  		  		  	
	 (3) Accountable Property
	  		  		  		  		  		  		  	
	 (4) Materials & Supplies
	  		  		  		  		  		  		  	
	 (5) Premium Pay
	  		  		  		  		  		  		  	
	 (6) Consultant Fees
	  		  		  		  		  		  		  	
	 (7) Travel
	  		  		  		  		  		  		  	
	 (8) Subcontracts
	  		  		  		  		  		  		  	
	 (9) Other
	  		  		  		  		  		  		  	
	 Total Direct Costs
	  		  		  		  		  		  		  	
	 (p) Cost of Money
	  		  		  		  		  		  		  	
	 (q) Indirect Costs
	  		  		  		  		  		  		  	
	 (r) Fixed Fee
	  		  		  		  		  		  		  	
	 (s) Total Amount Claimed
	  		  		  		  		  		  		  	
	 (t) Adjustments
	  		  		  		  		  		  		  	
	 (u) Grand Totals
	  		  		  		  		  		  		  	

  

									
	I certify that all payments are for appropriate purposes and in accordance with the contract.
					
		 	  
	 		 	  
	 	
		 	(Name of Official)	 		 	(Title)	 	

  

	*	Attach details as specified in the contract 


  
 [***] 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. 








 ATTACHMENT 5 
  

																			
	 FINANCIAL REPORT OF INDIVIDUAL

PROJECT/CONTRACT
	  	Project Task:	  	Contract No.:	  	Date of Report:	  	0990-0134
 0990-0131

			
	 Note: Complete this Form in Accordance with

Accompanying Instructions.
	  	Reporting Period:	  	Contractor Name and Address:

  

																			
	 Expenditure Category
	  	Percentage of
Effort/Hours	  	Cumulative
Incurred Cost
at End of Prior
Period	  	Incurred
Cost—
Current
Period	  	Cumulative
Cost to Date
(D + E)	  	Estimated
Cost to
Complete	  	Estimated Cost at
Completion
(F + G)	  	Negotiated
Contract
Amount	  	Variance
(Over or
Under) (I - H)
	  	Negotiated	  	Actual	  	  	  	  	  	  	  
	 A
	  	B	  	C	  	D	  	E	  	F	  	G	  	H	  	I	  	J
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  	

 ATTACHMENT 6 

INSTRUCTIONS FOR COMPLETING 

“FINANCIAL REPORT OF INDIVIDUAL PROJECT/CONTRACT” 

GENERAL INFORMATION 
 Purpose. This Quarterly
Financial Report is designed to: (1) provide a management tool for use by be BARDA in monitoring the application of financial and personnel resources to the BARDA contracts; (2) provide contractors with financial and personnel management
data which is usable in their management processes; (3) promptly indicate potential areas of contract underruns or overruns by making possible comparisons of actual performance and projections with prior estimates on individual elements of cost
and personnel; and (4) obtain contractor’s analyses of cause and effect of significant variations between actual and prior estimates of financial and personnel performance. 

REPORTING REQUIREMENTS 
 Scope. The specific cost
and personnel elements to be reported shall be established by mutual agreement prior to award. The Government may require the contractor to provide detailed documentation to support any element(s) on one or more financial reports. 

Number of Copies and Mailing Address. An original and two (2) copies of the report(s) shall be sent to the contracting


  
 [***] 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. 








 
officer at the address shown on the face page of the contract, no later than 30 working days after the end of the period reported. However, the contract may provide for one of the copies to be
sent directly to the Contracting Officer’s Technical Representative. 
 REPORTING STATISTICS 

A modification which extends the period of performance of an existing contract will not require reporting on a separate quarterly report, except where it is
determined by the contracting officer that separate reporting is necessary. Furthermore, when incrementally funded contracts are involved, each separate allotment is not considered a separate contract entity (only a funding action). Therefore, the
statistics under incrementally funded contracts should be reported cumulatively from the inception of the contract through completion. 
 Definitions and
Instructions for Completing the Quarterly Report. For the purpose of establishing expenditure categories in Column A, the following definitions and instructions will be utilized. Each contract will specify the categories to be reported. 

 

	(1)	Key Personnel. Include key personnel regardless of annual salary rates. All such individuals should be listed by names and job titles on a separate line including those whose salary is not directly charged to the
contract but whose effort is directly associated with the contract. The listing must be kept up to date. 

  

	(2)	Personnel—Other. List as one amount unless otherwise required by the contract. 

  

	(3)	Fringe Benefits. Include allowances and services provided by the contractor to employees as compensation in addition to regular salaries and wages. If a fringe benefit rate(s) has been established, identify the
base, rate, and amount billed for each category. If a rate has not been established, the various fringe benefit costs may be required to be shown separately. Fringe benefits which are included in the indirect cost rate should not be shown here.


  

	(4)	Accountable Personal Property. Include nonexpendable personal property with an acquisition cost of $1,000 or more and with an expected useful life of two or more years, and sensitive items regardless of cost.
Form HHS 565, “Report of Accountable Property,” must accompany the contractor’s public voucher (SF 1034/SF 1035) or this report if not previously submitted. See “Contractor’s Guide for Control of Government Property.”


  

	(5)	Supplies. Include the cost of supplies and material and equipment charged directly to the contract, but excludes the cost of nonexpendable equipment as defined in (4) above. 


 

	(6)	Inpatient Care. Include costs associated with a subject while occupying a bed in a patient care setting. It normally includes both routine and ancillary costs. 


 

	(7)	Outpatient Care. Include costs associated with a subject while not occupying a bed. It normally includes ancillary costs only. 


 

	(8)	Travel. Include all direct costs of travel, including transportation, subsistence and miscellaneous expenses. Travel for staff and consultants shall be shown separately. Identify foreign and domestic travel
separately. If required by the contract, the following information shall be submitted: (i) Name of traveler and purpose of trip; (ii) Place of departure, destination and return, including time and dates; and (iii) Total cost of trip.


  

	 	(9)	Consultant Fee. Include fees paid to consultant(s). Identify each consultant with effort expended, billing rate, and amount billed. 


 

	 	(10)	Premium Pay. Include the amount of salaries and wages over and above the basic rate of pay. 

  

	 	(11)	Subcontracts. List each subcontract by name and amount billed. 

  

	 	(12)	Other Costs. Include any expenditure categories for which the Government does not require individual line item reporting. It may include some of the above categories. 


 

	 	(13)	Overhead/Indirect Costs. Identify the cost base, indirect cost rate, and amount billed for each indirect cost category. 

  

	 	(14)	General and Administrative Expense. Cite the rate and the base. In the case of nonprofit organizations, this item will usually be included in the indirect cost. 


 

	 	(15)	Fee. Cite the fee earned, if any. 

  

	 	(16)	Total Costs to the Government.  


  
 [***] 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. 








 PREPARATION INSTRUCTIONS 

These instructions are keyed to the Columns on the Quarterly Report. 

Column A—Expenditure Category. Enter the expenditure categories required by the contract. 

Column B—Percentage of Effort/Hours Negotiated. Enter the percentage of effort or number of hours agreed to during contract negotiations for each
labor category listed in Column A. 
 Column C—Percentage of Effort/Hours-Actual. Enter the cumulative percentage of effort or number of hours
worked by each employee or group of employees listed in Column A. 
 Column D—Cumulative Incurred Cost at End of Prior Period. Enter the
cumulative incurred costs up to the end of the prior reporting period. This column will be blank at the time of the submission of the initial report. 

Column E—Incurred Cost-Current Period. Enter the costs which were incurred during the current period. 

Column F—Cumulative Incurred Cost to Date. Enter the combined total of Columns D and E. 

Column G—Estimated Cost to Complete. Make entries only when the contractor estimates that a particular expenditure category will vary from the
amount negotiated. Realistic estimates are essential. 
 Column H—Estimated Costs at Completion. Complete only if an entry is made in Column G.

 Column I—Negotiated Contract Amount. Enter in this column the costs agreed to during contract negotiations for all expenditure categories
listed in Column A. 
 Column J—Variance (Over or Under). Complete only if an entry is made in Column H. When entries have been made in Column
H, this column should show the difference between the estimated costs at completion (Column H) and negotiated costs (Column I). When a line item varies by plus or minus 10 percent, i.e., the percentage arrived at by dividing Column J by Column I, an
explanation of the variance should be submitted. In the case of an overrun (net negative variance), this submission shall not be deemed as notice under the Limitation of Cost (Funds) Clause of the contract. 

Modifications. List any modification in the amount negotiated for an item since the preceding report in the appropriate cost category. 

Expenditures Not Negotiated. List any expenditure for an item for which no amount was negotiated (e.g., at the discretion of the contractor in
performance of its contract) in the appropriate cost category and complete all columns except for I. Column J will of course show a 100 percent variance and will be explained along with those identified under J above. 

  
 [***] 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. 








 Department of Health & Human Services 

HHS 
 Office of the
Assistant Secretary for Preparedness and Readiness 
 ASPR 

Biomedical Advanced Research and Development Authority 

BARDA 
 7 Principles of
Earned Value Management 
 Tier 3 

System Implementation Intent Guide 

01 October 2011 
  

 
 



 

  
 [***] 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. 








 TABLE OF CONTENTS 

 

					
	 OVERVIEW
	  	 	1	  
		
	 EVM IMPLEMENTATION TIERS
	  	 	3	  
		
	 SEVEN PRINCIPLES OF EVM
	  	 	4	  
		
	 Principle 1: Plan all Work Scope
	  	 	4	  
		
	 Principle 2: Break Work into Finite Pieces and Define Person/Organization Responsible for Work
	  	 	4	  
		
	 Principle 3a: Integrate Scope, Schedule and Budget into a Performance Measurement Baseline
	  	 	5	  
		
	 Principle 3b: Control Changes to the Baseline
	  	 	6	  
		
	 Principle 4: Use Actual Costs Incurred and Recorded in Accomplishing the Work Performed
	  	 	7	  
		
	 Principle 5: Objectively Assess Accomplishments at the Work Performance Level
	  	 	7	  
		
	 Principle 6a: Analyze Significant Variances From the Plan
	  	 	8	  
		
	 Principle 6b: Prepare an Estimate at Completion Based on Performance to Date and Work to be Performed
	  	 	9	  
		
	 Principle 7: Use EVMS Information in the Company’s Management Processes
	  	 	9	  
		
	 APPENDICES
	  	 	10	  
		
	 APPENDIX 1: Glossary of Terms
	  	 	10	  
		
	 Appendix 2 Supplemental EVM Implementation Guideline
	  	 	20	  
		
	 Appendix 3 Sample EVM Documents
	  	 	23	  


  
 [***] 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. 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 OVERVIEW 

Earned Value Management (EVM) is a program management tool, technique, and discipline that facilitates systematic planning for and monitoring of, high value,
complex projects. It integrates a project’s scope of work with the related budget and schedule to permit detailed assessment of overall performance during the life of the project. 

Several government-wide guidance documents govern the definition and use of EVM systems. Guidelines outlining the qualities and characteristics of an EVM
system are set forth in the American National Standards Institute/Electronic Industries Alliance (ANSI/EIA) Standard-748 (most current version). More detailed and specific guidance and direction is contained in OMB Circular A-11, Preparation,
Submission and Execution of the Budget, specifically in Part 7 of that Circular A-11, Planning, Budgeting, Acquisition, and Management of Capital Assets, and its supplement, the Capital Programming Guide. Based on this collective OMB
guidance, EVMS is intended to be used on those parts of acquisitions that will involve developmental effort. This would include not only those acquisitions designated by the agency as major systems but also those acquisitions that include
significant developmental, modification, or upgrade during the operational or steady-state phase of a program. 
 The FAR rule on EVMS became effective on
July 5, 2006. Its purpose is to implement EVMS policy in accordance with OMB Circular A-11. Because the new FAR coverage applies throughout the executive branch and to agencies with disparate definitions of and processes and procedures for
major systems acquisitions, the FAR Council decided against a “one-size-fits all” approach and left several significant aspects of the detailed implementation up to the discretion of each covered agency. 

The FAR and Health and Human Services Acquisition Regulations (HHSAR) language for EVMS will be utilized for all construction or Information Technology (IT)
projects. Since most of the acquisitions at the Biomedical Advanced Research and Development Agency (BARDA) are unique in that most acquisitions are not Information Technology projects or construction projects, BARDA is developing EVM language that
incorporates the 7 Principles of Earned Value Management. These principles allow flexibility to an EVM system structure but still meet the spirit of the ANSI/EIA Standard-748. It also incorporates discipline in implementation and operations and also
provides the same reporting data outlined by OMB. 
 The Seven Principles of Earned Value Management are as follows: 

 

	 	1.	Plan all work scope to completion 

  

	 	2.	Break down the program work scope into finite pieces that can be assigned to a responsible person or organization for control of technical, schedule and cost objectives 


 

	 	3.	Integrate program work scope, schedule, and cost objectives into a performance measurement baseline plan against which accomplishments can be measured. Control changes to the baseline. 


 

	 	4.	Use actual costs incurred and recorded in accomplishing the work performed. 


  
 [***] 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. 

1 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


	 	7	Principles of EVM Tier 2 System Implementation Intent Guide 

  

	 	5.	Objectively assess accomplishments at the work performance level. 

  

	 	6.	Analyze significant variances from the plan, forecast impacts, and prepare an estimate at completion based on performance to date and work to be performed. 


 

	 	7.	Use earned value information in the company’s management processes. 


  
 [***] 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. 

2 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 EVM IMPLEMENTATION TIERS 

BARDA will be implementing a tiered approach to EVM based on the type of acquisition, size of the acquisition and the technical readiness level. There are
three tiers and they are as follows: 
 TIER 1 

For all construction contracts and IT contracts the ANSI/EIA-748 Standard for Earned Value Management Systems will apply and all relevant FAR/HHSAR clauses
pertaining to EVMS will be incorporated in the contract. The National Defense Industrial Association (NDIA) Program Management Systems Committee (PMSC) ANSI/EIA-748 Standard for Earned Value Management Systems Intent Guide should be used as
guidance. 
 TIER 2 
 For countermeasure
research and development contracts that have a total acquisition costs greater than or equal to $25 million and have a Technical Readiness Level (TRL) of less than 7 will apply EVM principles for tracking cost, schedule and technical performance
that comply with the 7 Principles of EVM Implementation. 
 TIER 3 

For countermeasure research and development contracts that have total acquisition costs less than $25 million but greater than $10 million will apply EVM
principles for tracking cost, schedule and technical performance that are consistent with the 7 Principles of EVM Implementation. 
 This Guide is an
explanation of the intent of what is expected for a Tier 2 system implementation of the 7 Principles of EVM. 

  
 [***] 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. 

3 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 SEVEN PRINCIPLES OF EVM 

Principle 1: Plan all Work Scope 
 In a performance
measurement system implementation the Statement of Work (SOW) should reflect all work that is to be performed. In a 7 Principles implementation a Work Breakdown Structure (WBS) shall be developed to include all elements of the SOW. The level of the
WBS may not be as detailed as in a Tier 1 implementation. It would be developed at a higher level, such as level three or four, however, the government may expand specific technical legs to lower than level four and it may retract some non-technical
legs to higher than 3. It is beneficial and required to develop a WBS dictionary that explains what work is going to be performed in each WBS in detail. This will ensure that the contractor has identified all work scope and left no major work
undefined. It is recommended that the work packages descriptions are clear and detailed so that there is an understanding of the work that is to be performed in the work packages. For the 7 Principles implementation programs it would be acceptable
for the WBS Dictionary be expanded to include information that would normally be kept on a Work Authorization Document, such as charge numbers associated with the work, period of performance, the manager who is responsible for the work, and budget
associated with the WBS. The additional “WAD info” would only be added to the lowest level (i.e. level 3 or 4) of the WBS. The roll up level WBS would only include scope. By doing this documentation is limited to one document instead of
two. 
 By developing a WBS and a WBS Dictionary/Work Authorization Document the work scope has been defined but the documentation is greatly reduced and
the costs associated with developing and updating the documentation is reduced. The intent of the combination document is not to reduce the level of information provided to the government but to reduce the amount of documents that need to be
produced. An example of a WBS dictionary and Work Authorization document and what is expected on the document(s) is provided. 
 In a Tier 3 implementation
it is not necessary to provide a WBS Dictionary or a Work Authorization Document but it is important to develop a WBS and define a scope of work for each level of the WBS at the reporting level (usually level 3 or 2). 

Principle 2: Break Work into Finite Pieces and Define Person/Organization Responsible for Work 

In a 7 Principles Tier 2 implementation it is recommended that the work be broken into finite pieces in the schedule tool. It is recommended to plan the work
by the lowest level WBS. The lowest level WBS (level 3 or 4) should be the control account and the activities would act as the work packages. Most of the normal functions accomplished when scheduling will be required on a 7 Principles Tier 3
implementation. These normal functions include, network scheduling, horizontal and vertical traceability, forecasting schedule start and completion dates, and running critical path analysis. As part of vertical traceability it is expected that all
contract milestones will be listed on the schedule. 
 The schedule should include but is not limited to include the following fields: 

WBS number 
 Control Account number 

Work package number 

  
 [***] 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. 

4 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 Task name 

Duration 
 Baseline Start and Finish Dates 

Actual Start and Finish Dates 
 Forecast Start and Finish Dates

 Predecessor/Successors 
 Activity Percent Complete 

All the work scheduled at the lowest level WBS should be identified by a single responsible manager. This manager, known as a Control Account Manager should
be identified in the schedule tool and/or in a cost tool. In a 7 Principles implementation, only individuals at the lowest level WBS need be identified and there is no requirement for the costs to roll up by organization, although if it is not cost
intensive or tool restricted then developing the OBS is recommended. In many cases, BARDA will provide the top three levels of the WBS for the contractor to use. 

Principle 3a: Integrate Scope, Schedule and Budget into a Performance Measurement Baseline 

This principle integrates the work scope, the schedule and the budget into a performance measurement baseline. Since we discussed work scope and schedule the
focus of this principle is the incorporation of the budget in a time-phased manner. The budget must be integrated with the scope of work and the schedule into a Performance Measurement Baseline (PMB). The budget is made up of both direct and
indirect dollars. An accepted way of incorporating the budget and integrating with the scope and schedule is to resource load the Microsoft Project (or other scheduling tool) schedule. This is done by loading the individual people and their loaded
rate into the tool. This budget data will be input at the work package level with a rate that includes the indirect costs. The budget will have to have the capability to be rolled up to the control account level and will need to be reported in a way
that provides the responsible manager (Control Account Manager) with information needed to manage the program. Resource loading of the schedule is not the only way to incorporate the budget. As long as the budget in the budget/EV tool is linked to
the schedule activities and it is flexible to change when schedule baseline dates change, then loading the budget in the Budget/EV tool is an acceptable way to integrate the cost and schedule baselines. The budget information will be displayed on
the time- phased Control Account Plan reports. These reports should have the flexibility to report the dollars both in total dollars, as well as, direct and indirect broken out separately. Also the report is generally required as a deliverable on
most contracts and must have the capability to include earned value or Budgeted Cost of Work Performed (BCWP) and actual costs or Actual Costs of Work Performed (ACWP). 

Budgeting of subcontractor effort will vary depending on whether or not the subcontractor is a cost plus or fixed price subcontract. If it is cost plus then
the expectation is that there will be monthly billing of costs from the subcontractor to the prime contractor and therefore budget must be planned in accordance with the work completed and billed. If it is fixed price then the budget should be
planned with work execution or milestones completed and budget should only be planned in those months where work is expected to be completed. 

  
 [***] 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. 

5 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 It is recommended that management reserve and undistributed budget be utilized in the budgeting process.
Undistributed budget is budget that has not yet been distributed to a control account and it requires additional time to plan the work and distribute the budget to a control account. It is a temporary holding account and budget should only stay in
Undistributed Budget for one or two months. If the work scope is easily identified to all the control accounts then the use of Undistributed Budget may not be necessary. 

Management Reserve is budget that is set aside, normally by the Program Manager, to be used to budget future but currently unknown tasks. It is associated
with risk issues and is to be used to mitigate risk. It is not part of the Performance Measurement Baseline and it should not be used for out of scope work and to cover overruns. 

Principle 3b: Control Changes to the Baseline 
 A properly
controlled PMB is crucial to effective program management. The timely and accurate incorporation of contractual changes ensures that the information generated from the execution of the baseline plan provides an accurate picture of progress and
facilitates correct management actions and decisions. The accurate and timely incorporation of authorized and negotiated changes into the PMB ensures that valid performance measurement information is generated for the new scope being executed. Near
term new scope effort should be planned and have budget in control accounts. Far term new scope effort that cannot be reasonably planned in the near term can either be put in planning packages in the control account or left in Undistributed Budget
if the control account has not been identified. The timely and accurate incorporation of authorized and negotiated changes into the PMB ensures that valid performance measurement information is generated for the new scope being executed. Budget
revisions are made when work is added to the contract and are traceable from authorized contract target costs to the control account budgets or from management reserve. Management reserve may be used for future work when additional in-scope work has
been identified. 
 Retroactive changes to the baseline may mask variance trends and prevent the use of performance data to project estimates of cost and
schedule at completion. Controlling retroactive adjustments, which should only be made in the current period, if possible, is imperative because they could arbitrarily eliminate existing cost and schedule variances. 

The use of program budget logs should be used to track and log all budget changes. The ability to track budget values for both the internal and external
changes will help in the maintenance of the performance measurement baseline from program start to completion. Contractor is expected to utilize baseline change documentation facilitating the change. It should provide the rationale/justification,
approval process, work scope additions or deletions, dollars, changes to schedules, estimate at completion, etc. It should also include contractual change documents for external changes, such as a contract modification, letter to proceed, not to
exceed letter, change order, etc., that transmit and authorize the change or addition to work, budget, and schedule. 
 Other documents that should change
if a change of scope has been authorized is: Statement of Work, WBS (changes if applicable); WBS Dictionary (additions or deletions to scope); work authorization documents authorizing new scope, schedule and budget; schedules. 

  
 [***] 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. 

6 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 Principle 4: Use Actual Costs Incurred and Recorded in Accomplishing the Work Performed 

Some of the new acquisitions at BARDA will be required to be compliant with the Cost Accounting Standards. For Tier 3 implementation contractors must utilize a
work order/job order/task code charge number structure that uniquely identifies costs at the control account level, which may be as high as the reporting level of the WBS. This will allow for accumulation and summarization of costs to higher levels
of the work breakdown structure. Actual costs are accumulated in the formal accounting system in a manner consistent with the way the related work is planned and budgeted. Actual costs reported in the performance reports agrees with the costs
recorded in the accounting system or can be explained as timing differences. The contractor will have to be able to incorporate and reconcile to the accounting system actual costs on their Contract Performance Reports (CPR) to the customer. 

Depending on the amount of material and subcontractors on the program, it may be necessary for reporting purposes, to include accruals, or estimated actuals,
for these costs. Since material and subcontractor invoices are not paid and recorded in the accounting system for up to several months after the work has been planned, performance data will be skewed. Accruing or estimating actual costs based on
receipt (for material) and expended hours for subcontractors will alleviate this issue. The use of accrual/estimated actuals should be reviewed on a case by case basis depending on the size of program, the amount of material or subcontractor budget
and costs. If the material and subcontract effort on the project is minimal (represents less than 5% of the project budget) then the time and effort needed to manage the accruals would outweigh the benefit of having the costs accrued since the
performance data would only be minimally affected. Although actual costs are generally reported to the USG in total dollars the system must be able to differentiate and report direct costs and indirect costs if requested. 

If the subcontractor has a fixed price contract the prime contractor, then the prime contractor must report actual costs in accordance with the work that is
accomplished. This is achieved by recording the actual costs equal to the work that was performed in the EVM system and on the CPR. If the subcontractor is a cost plus contract its imperative the costs the prime reports is in accordance with the
costs incurred in that month. This is necessary to ensure that the data reported is not skewed. With this premise, fixed price subcontractors cost variances should not exist or be reported on the CPR whereas the cost reported for cost plus
subcontractors should be based on what was incurred and not what has been invoiced to date, which may be months behind. 
 Principle 5: Objectively
Assess Accomplishments at the Work Performance Level 
 In order to meet this Principle, the scheduling of the scope of work in work packages or
activities need to incorporate measurable units or milestones in order to objectively assess accomplishments or obtain what we call “earned value”. These units or milestones are given a value based on labor resources needed to accomplish
the work (which becomes the Budgeted Cost of Work Scheduled or BCWS). When they are accomplished (known as Budgeted Cost of Work Performed or BCWP) they receive the value associated with the budget which measures progress. 

  
 [***] 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. 

7 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 Schedule status to measure progress needs to be on at least on a monthly basis although it is preferred on a
bi-weekly basis. As part of the status process progress dates, such as actual start/complete and forecast start/complete need to be updated. 
 Since
Microsoft Project seems to be the schedule tool of choice by most contractors, there are four types of earned value methodologies utilized by Microsoft Project of which two assess progress by the completion of milestones and they are the 50/50 and
0/100 methodologies. In both cases, progress is reported for completion milestones and in the 50/50 methodology fifty percent of the value of the work package/activity is credited for starting the work. The other two earned value methodologies are
assessed percent complete (also know as Supervisor’s Estimate) and level of effort (LOE). All four methodologies are legitimate earn value measurement techniques. 

Additional earned value methodologies, such as the weighted milestone methodology and percent complete with milestone gates may be utilized. The weighted
milestone method allows value to be earned based on the resource value in each month, which eliminates artificial schedule variances. 
 For subcontractors
that have a fixed price contract with the prime contractor, the expectation is that there will be no cost variance. The ACWP reported on the CPR will equal the BCWP earned, regardless of the payment schedule with subcontractor. 

Principle 6a: Analyze Significant Variances From the Plan 

The purpose of this principle is to ensure that the earned value data is analyzed by the contractor and reported to the customer. The 7 Principles programs
should be able to calculate the cost variance (BCWP minus Actual Cost of Work Performed (ACWP) and the schedule variance (BCWP minus BCWS) at least on a cumulative basis. It is recommended that variances be calculated on a current month basis also.
The EVM system should also provide both monthly and cumulative Cost Performance Index (BCWP divided by ACWP) and Schedule Performance Index (BCWP divided by the BCWS). This data should be provided at the control account level and at the roll up
levels and it needs to be in a format for Control Account Managers and program management to be able to utilize in managing the work. 
 It is also
recommended that the To-Complete Performance Index (TCPI) be included in the Control Account Manager performance report. The TCPI is a valuable index that calculates the cost performance the control account needs to perform at in order to complete
the work within the current reported EAC. When the TCPI is compared against the cumulative CPI it gives a good indication whether or not the current EAC is reasonable. For example, if a cumulative CPI is .85 and the TCPI calculates to equal 1.15
that is the performance factor that work would need to perform at in order to meet the current EAC. If the cumulative CPI is .85 then it can be determined that the current EAC might not be reasonable. It allows management and Project Controls the
opportunity to question the Control Account Manager as to the validity of the current EAC. As a rule in thumb if the deviation between the CPI and the TCPI is greater than .2 then the CAM should reassess the control account EAC. 

These reports, which should be provided monthly, should also include the current Budget at Completion (BAC) and the current Estimate at Completion (EAC). In
addition, it would be a 

  
 [***] 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. 

8 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 plus if the CAM could see a report with their time-phased spread of hours and dollars for their budget plan
(BCWS), work accomplished (BCWP) and actual costs (ACWP). 
 For all variances that exceed the contractual variance threshold will include a description of
what caused the variance, impact to the control account and the program, and a corrective action. 
 Principle 6b: Prepare an Estimate at Completion
Based on Performance to Date and Work to be Performed 
 Providing an updated EAC is a prime concern of the customer and the contractor. Therefore a
robust EAC process should be in place whether the program is ANSI compliant or not. 
 Based on the performance to date the Estimates at Completion can be
updated on a monthly basis by the Control Account Manager in the scheduling tool during the status process or in the cost/EVM tool at the end of the month’s process prior to submittal of the EVM report. The EAC is an element of the performance
measurement system that needs to accurately reflect the contractor’s best estimate of what it will cost to complete the project. 
 Program management
should be able to validate control account manager’s EACs by looking at performance indices, such as the To-Complete Performance Index, as well as independent statistical EACs. 

Principle 7: Use EVMS Information in the Company’s Management Processes 

One of the key areas that concerns government Program Management Offices (PMO) is the level of importance that contractor’s place on EVM as a management
tool. During a site visit, such as conducting an Integrated Baseline Review, the PMO gauges what the interest, knowledge, and most importantly, the usage of the performance measurement data in managing the program. 

They want to know that the managers on the program, including the program manager, have received some earned value training. The level of involvement and use
of the EVM data to manage their schedule, cost and technical issues is ascertained by questions. The PMO can also tell by how robust the EACs are and if the variance narratives are being written with impacts to the program and corrective actions
being monitored by the contractor. It is important that the contractor’s management team, including the Program Manager, utilize the data from the performance measurement system as a management tool. They should be knowledgeable and understand
the data. They should know what is causing the variances and ensure that the variance narratives are written properly and answer what the issues, impacts and corrective actions are. They should be able to demonstrate that they use the information to
assist them in the management decision process. 

  
 [***] 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. 

9 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 APPENDICES 

The following appendices provide further support in understanding the meaning and intent of properly implementing the 7 Principles of EVM. 

Appendix 1 is a glossary of the terms used in the Intent Guide. 

Appendix 2 is supplemental guidance on EVM implementation. It provides some guidelines on what is expected in the implementation, required documents needed
for the Performance Measurement Baseline Review, expected EVM implementation costs, EVM engines functionality needs, explains what is expected in the monthly EVM facilitation, discusses what EVM consultants need to know, and what the expected costs
of EVM to BARDA. 
 Appendix 3 are examples of some of the EVM documents that are needed in an EVM system. There are three documents and they mostly apply
to Tier 2 EVM implementations. These documents are samples and are not a reflection of the specific way the document must look. It’s included to provide contractors with an understanding of the type of information that is expected on these
forms. 
 APPENDIX 1: Glossary of Terms 
  

			
		
	Actual Cost of Work Performed (ACWP)	  	The costs actually applied and recorded in accomplishing the work performed within a specified period.
		
	Actual Direct Cost	  	Those costs identified specifically with a contract, based upon the contractor’s cost identification and accumulation system as accepted by the cognizant DCAA representatives. (See Direct Costs).
		
	Advance Agreement (AA)	  	An agreement between the contractor and the Contract Administration Office concerning the application of an approved earned value management system to contracts within the affected facility.
		
	Authorized Work	  	That effort which has been authorized and is on contract, or that for which authorized contract costs have not been agreed to but for which written authorization has been
received.


  
 [***] 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. 

10 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
	Baseline	  	(See Performance Measurement Baseline).
		
	Budget at Completion (BAC)	  	The sum of all budgets (BCWS) allocated to the contract. Synonymous with the term Performance Measurement Baseline.
		
	Budgeted Cost for Work Performed (BCWP)	  	The sum of the budgets for completed Work Packages and completed portions of open Work Packages, plus the appropriate portion of the budgets for level of effort and apportioned effort (Also see Earned Value).
		
	Budgeted Cost for Work Scheduled (BCWP)	  	The sum of the budgets for completed Work Packages, planning packages, etc., scheduled to be accomplished (including in-process Work Packages), plus the amount of level of effort and apportioned effort scheduled to be
accomplished within a given time period.
		
	Change Order (CO)	  	A formal authorization by the Procuring Contracting Officer for a change of scope to an existing contract
		
	Contract Modification	  	A written and binding authorization to proceed created after change proposal negotiations.
		
	Contract Budget Base (CBB)	  	 The negotiated contract cost plus the estimated cost of authorized unpriced work, where:

 
 (1) Negotiated Contract Cost is that cost on which contractual agreement has been reached.
For an incentive contract, it is the definitized contract target cost plus/minus the value of changes which have been priced and incorporated into the contract through contract change order or supplemental agreement. For fixed-fee contracts, it is
the negotiated estimated cost. Changes to the estimated cost will consist only of the formal contract modifications or change orders or change in the contract statement of work, not for cost growth,
and



  
 [***] 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. 

11 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
		  	(2) Estimated cost of authorized, unpriced work is the estimated cost (excluding fee or profit) for that work for which written authorization has been received, but for which definitized contract prices have not been incorporated
into the contract through supplemental agreement.
		
	Control Account	  	A management control point at which actual costs can be accumulated and compared to budgeted cost for work performed. A control account is a natural control point for cost/schedule planning and control since it represents the
work assigned to one responsible organizational element on one contract work breakdown structure (CWBS) element.
		
	Control Account Manager (CAM)	  	A member of a functional organization responsible for task performance detailed in a Control Account and for managing the resources authorized to accomplish the tasks.
		
	Control Account Plan (CAP) Report	  	A CAP report is a timephased report which reflects all the work and effort to be performed in a control account. The CAP report will reflect the hours and dollars by element of cost (labor, subcontract, ODC, etc) and may also
include milestone information.
		
	Contract Performance Report (CPR)	  	The monthly report submitted to the customer showing the current, cumulative and at completion status, the performance measurement baseline, manpower loading, and a narrative explanation of significant program
variances.
		
	Contract Target Cost	  	The dollar value (excluding fee or profit) negotiated in the original contract plus the cumulative cost (excluding fee or profit) applicable to all definitized changes to the contract. It consists of the estimated cost negotiated
for a cost plus fixed fee contract and the definitized target cost for an incentive contract. The contract target cost does not include the value of authorized/un-negotiated work, and is thus equal to the contract budget base only when all
authorized work has been negotiated/definitized.


  
 [***] 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. 

12 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
	Cost Performance Index (CPI)	  	An efficiency rating reflecting a project’s budget performance - either over or under. Measured as a ratio of the budgeted value of work accomplished versus the actual costs expended for a given project time period. The
formula for CPI is BCWP/ACWP.
		
	Discrete Effort	  	Program effort that has a measurable output, product or service.
		
	Direct Costs	  	Those costs (labor, material, etc.) that can be reasonably and consistently related directly to service performed on a unit of work, and are charged directly to the contract, without distribution to an overhead unit.
		
	Earned Value	  	See Budgeted Cost for Work Performed (BCWP)
		
	Earned Value Management System (EVMS)	  	A project management system utilized for measuring project progress in an objective manner. Combines measurements of scope, schedule, and cost in a single integrated system.
		
	Estimate at Completion (EAC)	  	A value (expressed in dollars and/or hours) developed to represent a realistic appraisal of the final cost of tasks when accomplished. It’s the sum of direct & indirect costs to date plus the estimate of costs for all
authorized Work remaining. The EAC = ACWP + the Estimate-to-Complete.
		
	Estimate to Completion (ETC)	  	A value (expressed in dollar and/or hours) developed to represent a realistic appraisal of the cost of the work still required to be accomplished in completing a task.
		
	Indirect Costs	  	Represents those costs, because they are incurred for common or joint objectives, are not readily subject to


  
 [***] 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. 

13 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
		  	treatment as direct costs. (See overhead).
		
	Integrated Baseline Review (IBR)	  	 An Integrated Baseline Review (IBR) also known as Performance Measurement Baseline Review (PMBR) is a formal review led by the Government
Program Manager and Technical Support Staff. An IBR is conducted jointly with the Government and their Contractor counterparts.
  

The purpose of an IBR is to: verify the technical content of the Performance Measurement Baseline (PMB); assess the accuracy of the related resources (budgets)
and schedules; identify potential risks.

		
	Integrated Master Plan (IMP)	  	The overall program plan including the work definition, technical approach, performance criteria, and completion criteria.
		
	Integrated Master Schedule (IMS)	  	The IMS expands the IMP to the work planning level. It defines the tasks, their durations, milestones, milestone dates which relate to the IMP completion criteria, and interdependencies required to complete the program. The IMP
and IMS are used to track and execute the program.
		
	Integrated Product Team (IPT)	  	A grouping of project personnel along project objective lines rather than along organizational lines. Integrated Product Teams are work teams that represent a transition from a functional organization structure to a multi-
functional project objective arrangement.
		
	Internal Replanning	  	Replanning actions performed by the program for remaining effort within the recognized total allocated budget.
		
	Level of Effort (LOE)	  	Work that does not result in a final product, e. g., liaison, coordination, follow-up, or other support activities, and which cannot be effectively associated with a definable end


  
 [***] 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. 

14 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
		  	product process result. It is measured only in terms of resources actually consumed within a given time period.
		
	Management Reserve (MR)	  	An amount of the total Contract Budget Base (CBB) withheld for management control purposes rather than designated for the accomplishment of a specific task or set of tasks. It is not a part of the Performance Measurement
Baseline.
		
	Negotiated Contract Target Cost	  	The estimated cost negotiated in a Cost Plus Award Fee (CPAF), Cost Plus Fixed Fee (CPFF), Cost Plus Incentive Fee (CPIF) or Fixed Price Incentive Fee (FPIF) contract.
		
	Original Budget	  	The budget established at, or near, the time the contract was signed, based on the negotiated contract cost.
		
	Overhead	  	Indirect labor and material, supplies and services costs and other charges, which cannot be consistently identified with individual programs.
		
	Other Direct Costs	  	A group of accounting elements which can be isolated to specific tasks, other than labor and material. Included in ODC are such items as travel, computer time, and services
		
	Performance Measurement Baseline (PMB)	  	The time-phased budget plan against which contract performance is measured. It is formed by the budgets assigned to scheduled Control Accounts and the allocation of overhead costs. For future effort, not planned to the Control
Account level, the performance measurement baseline also includes budgets assigned to higher level WBS elements, and undistributed budgets. It equals the total assigned budget less management reserve.
		
	Performing Organization	  	A defined unit within the program organization structure, which applies the resources to performs the authorized scope


  
 [***] 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. 

15 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
		  	of work.
		
	Planning Package	  	A logical aggregation of far term work within a Control Account that can be identified and budgeted but not yet defined into Work Packages.
		
	Reprogramming	  	Replanning of the effort remaining in the contract, resulting in a new budget allocation which exceeds the contract budget base. The resulting baseline is called an Over Target Baseline (OTB).
		
	Responsible Organization	  	A defined unit within program’s organization structure that is assigned responsibility for accomplishing specific tasks.
		
	Risk Register	  	Is a tool commonly used in project planning and organizational risk assessments. It is often referred to as a Risk Log. It is used for identifying, analyzing and managing risks.
		
	Schedule Performance Index (SPI)	  	An efficiency rating reflecting how quickly or slowly project work is progressing. Measured as a ratio of work accomplished versus work planned for a given period of time. The formula for SPI is BCWP/BCWS.
		
	Significant Variances	  	Those differences between planned and actual cost and schedule performance which require further review, analysis, or action. Appropriate thresholds are established as to the magnitude of variances which will require variance
analysis.
		
	Statistical Estimate at Completion	  	Is a single point estimate that can be quickly prepared and used to test the reasonableness of the current cost estimates and budget and to indicate when a comprehensive EAC should be prepared


  
 [***] 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. 

16 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
	Time-Phased S/P/A Report	  	Provides the timphased budget, performance (earned value) and actual costs at a specific level. It may be at the reporting level, control account, and/or work package level. In all cases the report will also provide the data at
the total project level.
		
	To-Complete Performance Index (TCPI)	  	An efficiency rating that provides a projection of the anticipated performance required to achieve the EAC. TCPI indicates the future required cost efficiency needed to achieve a target EAC (Estimate At Complete). Any significant
difference between TCPI and the CPI needed to meet the EAC should be accounted for by management in their forecast of the final cost.
		
	Total Allocated Budget (TAB)	  	The sum of all budgets allocated to the contract. Total allocated budget consists of the performance measurement baseline and all management reserve. The total allocated budget will reconcile directly to the Contract Budget Base
(CBB). Any differences will be documented as to quantity and cause.
		
	Undistributed Budget (UB)	  	Budget applicable to contract effort which has not yet been identified to WBS elements at or below the lowest level of reporting to the Government.
		
	Variance Analysis Report (VAR)	  	The internal report completed by the Control Account Manager and submitted, through the Intermediate Manager, to the program manager for those Control Accounts which have variances in excess of established thresholds.
		
	Variances	  	(See Significant Variances).
		
	Work Authorization Document (WAD)	  	A form used to formally authorize and budget work to the Control Account Manager. This document must include, as a minimum, the Control Account number, Statement of Work, scheduled start and finish dates, budget, and
the


  
 [***] 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. 

17 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
		  	identity of the CAM. It must be approved by Intermediate Manager, and be agreed to by the Control Account Manager.
		
	Work Breakdown Structure (WBS)	  	 A product-oriented, family-tree composed of hardware, software, services, data and facilities which results from system engineering
efforts. A work breakdown structure displays and defines the product(s) to be developed and/ or produced and relates the elements of work to be accomplished to each other and to the end product.

 
 (1) Program WBS. The work breakdown structure that covers the acquisition of a specific
defense material item and is related to contractual effort. A program work breakdown structure includes all applicable elements consisting of at least the first three levels of the work breakdown structure and extended by the program manager and /or
contractor(s). A program work breakdown structure has uniform element terminology, definition, and placement in the family tree structure.
  

(2) Contract WBS (CWBS) The complete WBS for a contract, developed and used by a contractor within the guidelines of MIL-Handbook 881 (latest revision) or NASA
WBS Handbook (insert reference) or other customer guidelines and according to the contract work statement. It includes the approved work breakdown structure for reporting purposes and its discretionary extension to the lower levels by the
contractor, in accordance with MIL- Handbook 881 and the contract work statement. It includes all the elements for the products (hardware, software, data, or services) which are the responsibility of the contractor.

		
	Work Packages	  	Detailed short-span jobs, or material items, identified by the contractor for accomplishing work required to complete the contract. A Work Package has the following characteristics.


  
 [***] 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. 

18 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 


			
		  	 1. It represents units of work at levels where work is performed.

		
		  	 2. It is clearly distinguishable from all other work packages.

		
		  	 3. It is assignable to a single organizational element.

		
		  	 4. It has scheduled start and finish dates and, as applicable, interim milestones, all of which are representative of physical
accomplishment.

		
		  	 5. It has a budget or assigned value expressed in terms of dollars, man-hours or other measurable units.

		
		  	 6. Its duration is limited to a relatively short span of time or it is subdivided by discrete value milestones to facilitate the objective measurement of
work performed.

		
		  	 7. It is integrated with detailed engineering, manufacturing, or other schedules.

		
	Work Package Budgets	  	Resources which are formally assigned by the CAM to accomplish a Work Package, expressed in dollars and/or hours.


  
 [***] 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. 

19 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 Appendix 2 Supplemental EVM Implementation Guideline 

Implementation of a 7 Principles of EVM system should be less expensive than if there was an ANSI/EIA-748. There is no need for the system to have to go
through an EVM compliance review, plus the level of documentation should be streamlined. 
 The implementation should include: 

 

	 	•	 	EVM Process flows that reflect how a company will build and maintain the EVM system. (EVM Procedures may also be included if the cost associated with them is reasonable) 


 

	 	•	 	EVM engine tool and a schedule tool. It is not necessary to load the schedule tool, such as Microsoft Project, with resources. This adds an extra strep, additional costs and little to no value. It is recommended that
all resource information be loaded in the EVM engine and leave the schedule tool to what it does best, measure progress through time (duration). 

  

	 	•	 	The EVM Engine needs to be integrated with the company’s accounting system. 

 Documentation needed for
the Performance Measurement Baseline Review (PMBR) 
  

	 	•	 	WBS Dictionary/Control Account Work Authorization Documentation 

  

	 	•	 	Integrated Master Schedule 

  

	 	•	 	Responsibility Assignment Matrix 

  

	 	•	 	Control Account Plans 

  

	 	•	 	PMB Log 

  

	 	•	 	Baseline Revision Documents 

  

	 	•	 	Risk Register 

 EVM IMPLEMENTATION COSTS 

The cost for an implementation depends on the size of the contract and the tier level of EVM. 

Tier 2 (projects greater than $25M) 
 Implementation costs
should range $75K-$125K 
 Tier 3 (projects less than $25M) 

Implementation costs should range ($50K - $100K) 
 EVM
ENGINES/TOOLS 
 Depending on the size of the contract would predicate the level of functionality that would be needed. For Tier 2 contracts a larger,
more robust EVM engine would be needed. For the Tier 3 small contracts MS Project or the MSP wrap-around would probably suffice although the more robust EVM engines can be used also. 

Tier 2 
 It is recommended that one of the larger and
flexible EVM engines be utilized. The tool should have the flexibility to be able to download data from MS Project and be able to upload or input budget data to provide time-phased budget information down to the work package level. It should be able
to incorporate the companies Organization Breakdown Structure. It should be able 

  
 [***] 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. 

20 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 to maintain baseline, actual costs, forecast and performance periodic data. It should be able to forecast
Estimate to Complete with the ability to set up different rate tables if necessary. It should have the capability to use all earned value methodologies. It should be able to print many types of EVM reports that can provide information to the Control
Account Managers (CAM) and Program Managers (PM), as well as, the Contract Performance Report (CPR) and the Control Account Plans (CAP) that are contract deliverables. 

Tier 3 
 For Tier 3 projects, a company can certainly
utilize an EVM engine as listed above or a less robust, less expensive EVM engine that provides the CPR and timephased S/P/A report. It may also use the Microsoft Project wrap-around tools of which there are several on the market. These tools also
will provide the CPR and timephased S/P/A report for contract deliverable purposes. 
 EVM FACILITATION 

EVM facilitation pertains to the monthly process to include: 
  

	 	•	 	Schedule Status 

  

	 	•	 	Integration of accounting data into EVM engine 

  

	 	•	 	Run monthly reports for Control Account Managers (Tier 2 only) 

  

	 	•	 	Prepare the monthly Contract Performance Report (CPR) Formats 1 and 5 

  

	 	•	 	Run the monthly timephased S/P/A for both internal and external (contract requirement) 

  

	 	•	 	PMB Change Control 

 Depending on the size of contract, a contractor should have an EVM/cost analyst and
schedule analyst for a Tier 2 contract and one combined cost/schedule analyst for a Tier 3 contract. The costs for a schedule analyst on a yearly basis for an employee hire should be equal to or less than $125K. For a cost analyst it should be equal
to or less than $110K. If a company is bringing in a contractor to provide staff implementation the costs should be up to $125/hr for a schedule analyst and $110/hr for an EVM/cost analyst. 

EVM CONSULTANTS 
 There may be the need to bring in
consultants to help set up your EVM system and perhaps provide EVM staff augmentation to provide the monthly facilitation. Make sure that you shop around and get several quotes. Also make sure that the consultants understand the statement of work
pertaining to the BARDA EVM requirements. Most EVM consultants are used to working with companies that have a requirement to implement an ANSI/748 compliant EVM system per the DoD requirements and it is important that they have an understanding of
what is required in a 7 Principles EVM implementation so that they don’t propose much more complex EVM system than is needed. Please be advised that the government will only accept reasonable costs associated with implementing a 7 Principles of
EVM system. 

  
 [***] 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. 

21 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 COST OF EVM 

BARDA is working diligently to keep the costs of EVM implementation and facilitation at a reasonable level. Since the goal at BARDA is to provide an
integrated, systematic approach to the development and purchase of the necessary vaccines, drugs, therapies, and diagnostic tools for public health medical emergencies, it is imperative that the funds for product development are used for that such
purpose. BARDA expects the costs for implementation and facilitation of EVM to range 1%-2% of development budget. This is ratified by the white paper by Dr. Christenson titled “The Costs and Benefits of the Earned Value Management
Process”. 

  
 [***] 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. 

22 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 Appendix 3 Sample EVM Documents 

WBS 1.4.1.x Cardiac (QTc) Safety 
 Description 

Study Title: “A Phase 1 study to assess the cardiovascular safety of intravenous (IV) Panaceomycin in volunteers” (Thorough QT Study) 

We will conduct a thorough evaluation of the cardiac effect of Panaceomycin Injection via a randomized, double-blind crossover study. A total of 100
participants (18-22 per arm) will randomize to one of five study arms to receive in a double-blind fashion a single IV infusion of either Panaceomycin Injection 10 mg/kg, Panaceomycin Injection at a supra-therapeutic dose, ciprofloxacin
(positive control), or placebo. 12-Lead digital ECGs will be collected in triplicate via Holter monitor from each participant during dosing. Seven days after dosing, participants will be re-randomized to receive another treatment. ECGs will be
collected and analyzed. A full statistical analysis and expert ECG report will be generated. Serum PK samples will also be collected at ECG collection time points and analyzed to confirm exposure. 

Sample WBS Scope Description 

  
 [***] 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. 

23 









 7 Principles of EVM Tier 2 System Implementation Intent Guide 

 

 



 
 Sample Timephased S/P/A Report 

  
 [***] 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. 

24