Exhibit 10.111


 





	 	Document
Number:

Cage Code: 

Original Issue:

Release Date: 

Issue:	75-0356

46EN8

2/4/2014

2/11/2014

1




  


Statement of Work


 


for


 


Microfluidic Bioagent Autonomous Networked
Detector (M-BAND)


 


Joint United States Forces Korea Portal
and Integrated Threat Recognition (JUPITR) Program System Refurbishment


 


 


 


	Signatures	Dept.  #	Date
	Prepared by:   Michael D Tissandier	WPE	4Feb14
	Project Engineer:  Michael D Tissandier	WPE	4Feb14
	Systems Engineer:	WSS	 
	Program Manager: Souzan Thoresen	WPM	4Feb14
	Manufacturing Engineer:  Greg Traeger	WMU	4Feb14
	Product Assurance:  Tim Kucij	WQE	4Feb14
	Configuration Management:  Mark Doerning	WAD	4Feb14


 


WARNING


THIS
DOCUMENT IS THE PROPERTY OF UTC AEROSPACE SYSTEMS. YOU MAY NOT POSSESS, USE, COPY OR DISCLOSE THIS DOCUMENT OR ANY INFORMATION
IN IT, FOR ANY PURPOSE, INCLUDING WITHOUT LIMITATION, TO DESIGN, MANUFACTURE OR REPAIR PARTS, OR OBTAIN ANY GOVERNMENT APPROVAL
TO DO SO, WITHOUT UTC AEROSPACE SYSTEMS’ EXPRESS WRITTEN PERMISSION. NEITHER RECEIPT NOR POSSESSION OF THIS DOCUMENT ALONE,
FROM ANY SOURCE, CONSTITUTES SUCH PERMISSION. POSSESSION, USE, COPYING OR DISCLOSURE BY ANYONE WITHOUT UTC AEROSPACE SYSTEMS’
EXPRESS WRITTEN PERMISSION IS NOT AUTHORIZED AND MAY RESULT IN CRIMINAL AND/OR CIVIL LIABILITY.


 


 





This document or file contains no EAR technology
or ITAR technical data.


 






    	 



    	 



    

 





75-0356


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 Document Release Record (DRR)
	Releases



	Date of Release	Updates:	Authorizations

(& Remarks)
	Active Pages	Pages Added	Pages Deleted
	Issue 1	2/4/2014	10	 	 	Initial Release
	 	 	 	 	 	 
	 	 	 	 	 	 





 


 


 


 





UTAS PROPRIETARY. SUBJECT TO THE
RESTRICTION ON THE TITLE OR COVER PAGE.


This document or file contains no EAR technology
or ITAR technical data.


 











    	 



    	 



    

 





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Table of
Contents


 





	1.	INTRODUCTION	1
	 	 	 
	1.1	PURPOSE	1
	1.2	BACKGROUND	1
	1.3	SCOPE OF EFFORT	1
	1.4	POINTS OF CONTACT	2
	1.5	PERIOD OF PERFORMANCE	2
	1.6	UTAS FURNISHED ITEMS	2
	 	 	 
	2.	APPLICABLE DOCUMENTS	3
	 	 	 
	3.	TASK DEFINITIONS	3
	 	 	 
	3.1	PROGRAM MANAGEMENT	3
	3.1.1	Program Manager	3
	3.1.2	Program Plan	3
	3.1.3	Cost Reporting	3
	3.1.4	Risk Reporting	3
	3.1.5	Configuration Management	4
	3.1.6	Occupational Health and Safety	4
	3.1.7	Publicity	4
	3.1.8	System Safety Assessment	4
	3.2	MEETINGS AND REVIEWS	4
	3.2.1	Milestone Reviews	4
	3.2.1.1	Start of Work Meeting	4
	3.2.2	Program Status Meeting	4
	3.2.3	Semi-Monthly Meetings	5
	3.2.4	“Unscheduled” Meetings	5
	3.3	DOCUMENTATION	5
	3.3.1	Monthly Progress Status Reports	5
	3.3.2	Acceptance Test Procedure(s)	5
	3.3.3	Test Reports	5
	3.3.4	Operator Manual	5
	3.3.5	Training Materials	6
	 	 	 
	4.	PSID DELIVERABLES	7
	 	 	 
	4.1	Documentation Deliveries	7
	4.2	Hardware Deliveries	7
	4.3	Reviews and Meetings	7







  


list of
tables


 





	Table 1	Documentation Delivery
Requirements.	7
	Table 2.	Hardware Delivery Requirements.	7
	Table 3.	Meetings and Reviews.	7



 


 


 





UTAS PROPRIETARY. SUBJECT TO THE
RESTRICTION ON THE TITLE OR COVER PAGE.


This document or file contains no EAR technology
or ITAR technical data.


  






    	 



    	 



    

 





75-0356


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1.    
INTRODUCTION


 


1.1    
PURPOSE


 


This Statement of Work
(SOW) defines the tasks to be accomplished and the deliverables to be supplied by PositiveID Corporation (PSID) to United Technologies
Aerospace Systems-Pomona (UTAS) in support of Joint United States Forces Korea Portal and Integrated Threat Recognition (JUPITR)
Program from the Department of Defense (DoD) Joint Program Executive Office for Chemical and Biological Defense (JPEO-CBD).


 


1.2    
BACKGROUND


 


The JPEO-CBD has identified
a requirement for biological aerosol threat agent sensors. The Joint Program Manager for Nuclear Biological Chemical Contamination
Avoidance (JPM NBC CA) is responsible for procuring prototype sensors, including the M-BAND system capable of providing biological
detection, collection and identification capability, in support of an Advanced Technology Demonstration (ATD) program by JUPITR.
There is also an Assessment of Environmental Detection (AED) that will be performed during the program.


 


The purpose of the
JUPITR ATD AED is to assess multiple technologies for performance in a laboratory and outdoor setting. The assessment will baseline
performance, reliability, maintainability, ease of use, and cost of operation to provide the “best of breed” and most
affordable options for the U.S. Army (USA) and U.S. Air Force (USAF). Further, the AED will provide a test bed for the USA and
USAF to exercise concepts of operation and concepts of deployment in support of finalization of doctrine. M-BAND is to provide
rapid, stationary biological detection and identification for consequence management.


 


1.3    
SCOPE OF EFFORT


 


The scope of this effort
includes the restoration to function, including previously identified system improvements, of four (4) M-BAND systems previously
produced under Phase I of the BioWatch Gen-3 program. One of the assumptions of this SOW is that Department of Homeland Security
(DHS) Office of Health Affairs (OHA) will provide written permission for the use of this hardware as part of the JUPITR program.


 


PositiveID Corporation
will provide the necessary resources and expertise to support successful completion of the referenced Performance Work Statement
(PWS) by the UTAS/PSID team, to include systems engineering, Sample Prep module expertise, PCR module expertise, and biology support.
The efforts to be supported by PSID towards completion of the PWS include:


 


Upgrade and return to function
of four (4) M-BAND systems plus 2 spares of the Sample Prep and PCR module over an initial period of six (6) months in duration
in accordance with the proposal plan.


 


Deliver these upgraded four instruments
in two (2) separate shipments of two (2) M-BAND systems each.


 


Support for the second phase of this effort,
where the delivered systems will undergo performance testing at Aberdeen Proving Ground, Maryland, and environmental testing in
the Republic of Korea (ROK) will be covered by a separate Statement of Work.


 


 





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1.4    
POINTS OF CONTACT


 


The UTAS program point of contact for this project
is:


 


Souzan Thoresen, Program Manager


United Technologies Aerospace Systems-Pomona


2771 North Garey Avenue


Pomona, CA 91767-2801


Telephone (909) 593-3581, Ext. 4015


Facsimile: (860) 660-9527


e-mail: souzan.thoresen@utas.utc.com


 


  


The UTAS technical point of contact for this project
is:


 


Michael Tissandier, Project Engineer


United Technologies Aerospace Systems-Pomona


2771 North Garey Avenue


Pomona, CA 91767-2801


Telephone (909) 593-3581, Ext. 4057


Facsimile: (860) 660-6395


e-mail: michael.tissandier@utas.utc.com


 


  


The
UTAS contracting point of contact for this project is:


 


Kenny Ray, Purchasing Supervisor


United Technologies Aerospace Systems-Pomona


2771 North Garey Avenue


Pomona, CA 91767-2801


Telephone (909) 593-3581, Ext. 5142


Facsimile: (909) 392-3203


e-mail: kenny.ray@utas.utc.com


 


  


The PSID point of contact for this project is:


 


Lyle Probst, President


PositiveID Corporation


1252 Quarry Lane. Suite A


Pleasanton, CA 94566


Telephone (925) 474-2189


e-mail: lprobst@microfluidicsystems.com


 


1.5    
PERIOD OF PERFORMANCE


 


The anticipated period
of performance for this project will be 13 months from date of award, which is anticipated to be on or around March 3, 2014.


 


1.6    
UTAS FURNISHED ITEMS


 


Immediately following
contract award and release of the BioWatch equipment by Office of Health Affairs, UTAS shall deliver the PCR and Sample Prep modules
for use in the JUPITR Program currently stored at the Pomona facility to the PSID facility to begin the refurbishment of those
units.


 


 


 





UTAS PROPRIETARY. SUBJECT TO THE
RESTRICTION ON THE TITLE OR COVER PAGE.


This document or file contains no EAR technology
or ITAR technical data.










 






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UTAS will procure all
materials and reagents necessary for both the refurbishment and the test phases with input on quantity, part numbers, etc. from
PSID. UTAS shall also provide the ABi7500 necessary to perform the quality control testing of the reagents at the Pomona facility
prior to use. PSID shall provide those lab materials necessary for the reagent QC that do not exist at UTAS. It is understood that
these materials (pipetters, etc...) already exist at the PSID facility and are not a new purchase.


 


2.    
APPLICABLE DOCUMENTS


 


The following documents are applicable to
this SOW to the extent referenced herein, as provided by the JPM CBD office.


 


	Document Number	Date	Document Title
	TBD	Dec. 23, 2013	Draft Performance Work Statement for the JUPITR program


 


3.    
TASK DEFINITIONS


 


3.1    
PROGRAM MANAGEMENT


 


3.1.1    
Program Manager


 


PSID shall assign a
Program Manager who shall plan, direct and schedule the timely and cost-effective completion of all tasks. The PM shall be responsible
for the successful performance of this effort and shall have the authority necessary to meet this responsibility. The PM shall
be the primary contact for providing program technical, cost, and schedule data. The PM shall maintain close liaison with the Buyer
and the UTAS PM to keep them informed of progress and problems in a timely manner.


 


3.1.2    
Program Plan


 


PSID shall work from,
and update as necessary, the agreed to WBS and Program Plan as jointly created by UTAS and PSID. PSID will jointly organize, manage,
and schedule elements of this program with the UTAS technical and management team. The Program Plan shall include a detailed schedule
formed from a WBS structure, along with a narrative describing each of the WBS tasks and resources dedicated to each. PSID shall
work from the existing Program Plan, to include the identification of risks and their mitigation.


 


3.1.3    
Cost Reporting


 


PSID shall provide
a brief report of contract cost status as part of a Monthly Progress Status Report (MPSR). Actual performance shall be compared
to the baselined budget and schedule. PSID shall notify UTAS when actual costs exceed 85% of the funded cost of the total contract.


 


3.1.4    
Risk Reporting


 


PSID shall assist UTAS
in the creation and maintenance of a risk database and development of mitigation plans to offset program risks. Ongoing program
risks shall be evaluated on at least a monthly basis and risk status collaboratively assessed throughout the program.


 


 





UTAS PROPRIETARY. SUBJECT TO THE
RESTRICTION ON THE TITLE OR COVER PAGE.


This document or file contains no EAR technology
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3.1.5    
Configuration Management


 


PSID shall assist UTAS
in the generation of a robust configuration baseline for the systems prior to refurbishment and test activities. Maintenance of
the configuration shall be the responsibility of UTAS with strong support from PSID to ensure the as-delivered configuration, including
improvements implemented as part of the preparation for field testing, is captured and well understood prior to the delivery and
start of the field tests.


 


3.1.6    
Occupational Health and Safety


 


PSID shall ensure that
all delivered modules and equipment comply with occupational health and safety standards to ensure that all government, contractor,
subcontractor and test personnel are not exposed to undue hazards.


 


3.1.7    
Publicity


 


The parties acknowledge
that this contract constitutes a material agreement for PositiveID and as such will need to be reported to the SEC on Form 8-K.
PositiveID wishes to issue a press release to announce this contract, which would be included (attached) to that Form 8-K. PositiveID
agrees that it will not (or anyone acting on behalf of PSID), refer to the supplies, services, or equipment furnished pursuant
to the provisions of this contract in any public news release or commercial advertising without first obtaining explicit written
consent to do so from the JPM NBC CA Program Manager and the UTAS Manager of Contracts. Such requests made to the JPM NBC CA, if
any, shall be coordinated with UTAS.


 


3.1.8    
System Safety Assessment


 


PSID shall provide
supporting data and information necessary for UTAS to prepare and submit a system Safety Assessment Report (SAR) IAW MIL-STD-882E.


 


 


3.2    
MEETINGS AND REVIEWS


 


3.2.1    
Milestone Reviews


 


3.2.1.1    
Start of Work Meeting


 


PSID PM shall help
prepare for and participate in the Start-of-Work Meeting at the UTAS facility in Pomona within fifteen (15) days ARO. PSID shall
provide any presentation materials 3 days prior to the meeting. The meeting will consist of working level discussions in areas
of system requirements, safety, assessment scope, system disposition post-test, and contract administration.


 


UTAS shall prepare
meeting minutes and action items. PSID shall be responsible for completing any assigned and agreed upon action items on a timely
basis.


 


3.2.2    
Program Status Meeting


 


PSID shall help prepare
for and participate in one (1) Program Status Meeting to be held four (4) months ARO (TBR) at the UTAS facility in Pomona with
the customer. The meeting shall be attended by the PSID PM and Project Engineer (or equivalent). The meeting shall consist of a
working level technical discussion reviewing the system hardware and software design, and to ensure the system will meet the delivery
schedule, costs and spend plans, and risks and mitigation actions. Other topics shall include operating procedures, system operational
limitations, requests for waiver or deviation to any technical evaluation tests or procedures. UTAS shall prepare meeting agendas,
minutes and action items. PSID shall be responsible for completing any assigned and agreed upon action items on a timely basis.


 


 





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RESTRICTION ON THE TITLE OR COVER PAGE.


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3.2.3    
Semi-Monthly Meetings


 


Throughout both phases
of the program, PSID shall support semi-monthly meetings with the JPM and UTAS to discuss technical progress, or any problems or
issues that require immediate action. It is expected that these meetings shall be by teleconference, although the JPM has allowed
for the possibility of meeting at the UTAS facility in Pomona.


 


3.2.4    
 “Unscheduled” Meetings


 


Throughout the both
phases of the program, PSID shall support meetings not currently scheduled with the JPM and UTAS to discuss technical progress
or any problems or issues that require immediate action. For proposal purposes, PSID should assume 1 trip to Pomona by the PM during
each of the two phases of the program for meetings lasting two (2) days.


   


3.3    
DOCUMENTATION


 


The following documentation shall be provided
as part of this contract. Unless otherwise stated, all documentation deliveries shall be made electronically in Microsoft Office
2003 compatible format.


 


3.3.1    
Monthly Progress Status Reports


 


PSID shall prepare
and submit MPSRs to UTAS not later than five days after the close of each calendar month. In addition to the cost, schedule and
risk data required by sections 3.1.3 through 3.1.5, these reports shall technical progress achieved against project goals, and
updated schedule, list of risks and their mitigation, and recovery plans (if needed).


 


3.3.2    
Acceptance Test Procedure(s)


 


PSID shall submit a
System Acceptance Test Procedure for the purpose of testing the M-BAND Test Units prior to delivery IAW Table 1. PSID shall also
submit Module-level Acceptance Test Procedures for the purpose of testing the deliverable modules. It is anticipated that the Acceptance
Test Procedures that currently exist within PSID shall suffice for this effort, but the final decision for any revisions shall
be by joint agreement. The procedures shall demonstrate the functionality of the M-BAND System or M-BAND Modules and measure performance
parameters sensitive to critical component performance or manufacturing process control. They shall include a means to record functional
and performance test data. Environmental testing is not required.


 


3.3.3    
Test Reports


 


PSID shall prepare
test reports for all system or module level acceptance tests conducted during the project. Acceptance test reports shall be delivered
concurrent with hardware delivery. Any other test reports shall be submitted no later than 14 days following completion of a test.


 


3.3.4    
Operator Manual


 


PSID shall prepare,
and submit to UTAS for review, Operator Manuals of sufficient quality and detail to allow independent laboratory personnel to operate
and maintain the M-BAND systems while in the laboratory or deployed in the field IAW Table 1. Operator manuals shall be updated
and corrected on an as-required basis to reflect design changes, clarifications, and correction of any errors that may be found.


 


 





UTAS PROPRIETARY. SUBJECT TO THE
RESTRICTION ON THE TITLE OR COVER PAGE.


This document or file contains no EAR technology
or ITAR technical data.










 






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3.3.5    
Training Materials


 


PSID shall prepare
Training Materials to facilitate the training of independent laboratory personnel to operate the equipment prior to the start of
each test IAW Table 1. Like the Operator Manual, the Training Materials shall be updated between each training session to reflect
design changes, clarifications and correction of any errors that may be found. The Training Materials shall include sufficient
detail for PSID to certify qualified operators at the conclusion of each training session. It is perfectly acceptable to use the
Operator Manual as the only training material if the manual is sufficiently detailed. Updated training materials shall be submitted
to UTAS 120 days ARO for review and re-production.


 


 





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RESTRICTION ON THE TITLE OR COVER PAGE.


This document or file contains no EAR technology
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4.    
PSID DELIVERABLES


 


4.1    
Documentation Deliveries


 


The contract documentation
in Table 1 will be delivered in soft copy only according to schedule.


 


Table 1 Documentation Delivery Requirements.


 





	Item	Due
	1.  Program Plan 	
        Draft: Not Later Than (NLT) 10 days After Receipt of Order (ARO)

         

        Final: NLT 21 days ARO

         

	2.  Monthly Progress  Status Report (MPSR)	NLT 10 days after close of each month
	3.  Cost Report	With each end of month invoice
	4.  Acceptance Test Procedure(s) 	NLT 60 days ARO
	5.  Test Reports	Upon delivery of Modules to UTAS
	6.  Operator Manuals	NLT 120 days ARO
	7.  Training Materials	NLT 10 days prior to each training session








 


4.2    
Hardware Deliveries


 


The hardware defined
in Table 2 shall be delivered according to schedule.


 


Table 2. Hardware Delivery Requirements.


 


	Item	Due
	All Modules in latest configuration	6 (ea) 8 weeks after receipt of existing modules
	On-site support for refurbishment and test of M-BAND systems in Pomona	Per schedule





 


4.3    
Reviews and Meetings


 


The following reviews
shall be provided according to the schedule in Table 3. Unless otherwise specified, the meetings are assumed to be held in person
at the UTAS facility in Pomona, CA.


 


Table 3. Meetings and Reviews.


 


	Item	Due Date
	Start-of-Work Meeting	NLT 15 days ARO (date mutually agreed upon between JPM, UTAS, and PSID)
	Semi-Monthly meetings (teleconference)	1st NLT 30 days ARO and not to exceed two (2) per month.
	Program Status Review Meeting	NLT four (4) months ARO (date mutually agreed upon between JPM, UTAS, and PSID)
	“Unscheduled” Meetings	For proposal purposes, assume two (2) meetings of 2 day duration, one in each of the two phases of the program.


 


 





UTAS PROPRIETARY. SUBJECT TO THE
RESTRICTION ON THE TITLE OR COVER PAGE.


This document or file contains no EAR technology
or ITAR technical data.










 






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