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CONSULTING AGREEMENT  This Consulting Agreement (“Agreement”), dated as of March 18, 2022 and effective as  of April 1, 2022 (“Effective Date”), is made by and between Emergent BioSolutions Inc.  (“Emergent”), having its principal office at 400 Professional Drive, Suite 400, Gaithersburg,  Maryland 20879, and Fuad El-Hibri (“Consultant”). Emergent and Consultant are hereinafter  referred to individually as “Party” or collectively as the “Parties”. The Parties hereby agree as  follows:  WHEREAS, Consultant has notified Emergent of his retirement and resignation from  employment with Emergent, with his last day of employment to be March 31, 2022 (the  “Retirement Date”), and has certain knowledge and expertise regarding Emergent as a result of  having served, inter alia, as its co-founder, former Chief Executive Officer, and Executive  Chairman;  WHEREAS, Emergent desires to have the benefit of Consultant’s knowledge and  expertise, and to retain the services of Consultant to provide strategy, advice and guidance in  connection with strategic and other business matters related to Emergent as more fully described  herein, and Consultant desires to provide consulting services to Emergent.  NOW, THEREFORE, in consideration of the foregoing and subject to the covenants and  conditions set forth herein, the Parties agree as follows:  1. Services; Orders. Beginning on the Effective Date, Consultant agrees to perform consulting  services for Emergent that may be reasonably requested from time-to-time by Emergent’s CEO  or Chairman as set forth in the Order attached hereto as Exhibit A (such Exhibit A, the “Order”,  and such services, the “Services”). The level of Services provided by Consultant over the period  of performance is anticipated to be no more than 20 hours per month.    2. No Federally-funded Services.  Emergent shall not use a Federal grant or contract as the  source of funding for any Services.   3. Performance Standards.  Services shall be provided in accordance with the terms of this  Agreement, specific requirements of the Order, and best industry standards applicable thereto.   Consultant shall have the right to control and determine the time, place, methods, manner and  means of performing the Services.  In performing the Services, the amount of time devoted by  Consultant on any given day will be entirely within Consultant’s control, and Emergent will rely  on Consultant to put in the amount of time as is necessary to satisfactorily provide the Services.   Consultant shall (a) provide the facilities and supplies necessary to perform Services unless  otherwise specified in an applicable Order, (b) report to the authorized contact(s) identified in the  applicable Order or such other person(s) as Emergent or its Affiliates may designate from time to  time in writing, (c) provide Emergent with deliverables and reports described in the applicable  Order or such other reports as Emergent or its Affiliates may from time to time request, and (d)  not subcontract with or otherwise engage or consult any third party to provide Services or any  part thereof without Emergent’s prior written consent.  





 






4. Payment. Emergent shall compensate Consultant for Services rendered based on invoices  submitted by Consultant under the applicable Order and in accordance with the terms of this  Agreement and any Order.  All invoices shall reference the Emergent Accounting Codes  designated in the Order.  Invoices shall be payable within thirty (30) days of receipt by  Emergent.  Payment of an invoice shall be in full compensation for the corresponding Services  performed unless expressly otherwise agreed in writing by the Parties.  Consultant shall not  receive employee benefits (such as paid vacation, sick leave or any insurance benefits) from  Emergent even if Consultant is physically situated at Emergent’s offices.  Consultant shall be  fully responsible for payment of all income taxes, social security taxes, and for any other taxes or  payment which may be due and owing by Consultant as the result of fees or amounts paid to  Consultant by Emergent under this Agreement, and Consultant shall indemnify and hold  harmless Emergent from and against any such tax or payment.   5. Expenses.  Emergent shall reimburse Consultant for out-of-pocket expenses reasonably  incurred in the performance of Services, provided that Consultant must obtain consent for any  expense in excess of $1,000. Consultant shall submit monthly invoices detailing and categorizing  expenses incurred during the immediately preceding month and shall provide supporting  documentation as reasonably required by Emergent.  Expenses shall not be marked up.  All  travel must be in accordance with Emergent’s policy for Consultants, including, but not limited  to, Emergent’s Corporate Travel, Food and Lodging Policy.  This Agreement relates to the  provision of Services only, and Consultant shall not purchase equipment, goods, software or  other tangible or intangible property for which Consultant will seek reimbursement from  Emergent without Emergent’s express, prior written authorization.   6. Confidential Information; Information Security.   (A) Consultant acknowledges that this Agreement creates a confidential relationship between the  Parties, and that, in order to perform the Services, Consultant or its employees may need to have  access to certain commercially valuable, proprietary, and non-public information that Emergent  considers to be Confidential Information. “Confidential Information” shall mean any and all  proprietary or non-public information, regardless of whether such information is specifically  designated as confidential and regardless of whether such information is in written, oral,  electronic, graphic or other information relating directly or indirectly to Emergent, or its  Affiliates (“Affiliate” shall mean any direct or indirect, current or future subsidiary of Emergent,  or any other entity controlled by, under common control with, or which controls Emergent, and  “control” shall mean direct or indirect possession of at least fifty percent (50%) of the voting  equity of another entity (or other comparable interest for an entity other than a corporation), or  the power to direct or cause the direction of the management or policies of an entity whether  through ownership of securities, by contract or otherwise), or the business, products, markets,  customers, suppliers, condition (financial or otherwise), operations, assets, liabilities, results of  operations, cash flows or prospects of Emergent or its Affiliates that is delivered, disclosed or  furnished by or on behalf of Emergent or its Affiliates to Consultant whether before, on or after  the Effective Date hereof, or which Consultant otherwise learns or obtains, through observation  or through analysis of such information, and shall also be deemed to include all notes, analyses,  compilations, studies, forecasts, interpretations or other documents prepared by Consultant to the  extent such material contains, reflects or is directly based upon, in whole or in part, such  information.  Confidential Information may include, without limitation, technical information,  





 






business plans, identification or characterization of biological or other materials, results and/or  design of experiments or preclinical or clinical testing, know-how, trade secrets, methods,  methodologies, designs, specifications, clinical protocols, data, inventions, improvements,  intellectual properties, devices, processes, procedures, financial analysis, accounting policies and  procedures, employee staffing, employee compensation and benefits, manuals and marketing and  advertising strategies disclosed directly or indirectly by Emergent or its Affiliates to Consultant  (whether prepared by Emergent or its Representatives (“Representatives” shall mean the  members, principals, directors, officers, employees, consultants, agents, Affiliates and advisors  of Emergent (including Emergent’s financial advisors, attorneys, and accountants), and, as  applicable, those of its subsidiaries, Affiliates or divisions)).  The existence, terms and conditions  of this Agreement, the Materials (as defined below), any Work Product (as defined below), and  any communications related to the Services shall also be considered Confidential Information.   Consultant agrees to keep confidential and not, without the prior written consent of Emergent,  publish, disclose to any third party or use (except for purposes of performance under this  Agreement) any Confidential Information.  The obligations of this paragraph do not pertain to  information which is (a) generally known or hereafter becomes generally known to the public  through no fault of Consultant or (b) disclosed by Consultant based on Emergent’s prior written  approval. Consultant shall promptly return all Confidential Information (including any copies  thereof) to Emergent upon completion of the Term (as defined below) or earlier upon Emergent’s  request.  Consultant shall be entitled to disclose Confidential Information as required by  applicable law, regulation or court order only to the extent necessary to comply therewith;  provided, however, Consultant shall, except as otherwise set forth below, provide Emergent an  opportunity to seek to prevent disclosure of, or to obtain a protective order for, such Confidential  Information by giving advance written notice of such required disclosure; provided further, that  Consultant shall, except as otherwise set forth below, make such required disclosures in  consultation with Emergent and shall cooperate with Emergent in connection with efforts to  obtain any protective order or other remedy.  Notwithstanding the foregoing, nothing in this  Agreement prohibits Consultant from communicating with government agencies about possible  violations of federal, state, or local laws or otherwise providing information to government  agencies, filing a complaint with government agencies, or participating in government agency  investigations or proceedings. Consultant is not required to notify Emergent of any such  communications; provided, however, that nothing herein authorizes the disclosure of information  Consultant obtained through a communication that was subject to the attorney-client privilege.   Further, notwithstanding Consultant’s confidentiality and nondisclosure obligations, Consultant  is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not  be held criminally or civilly liable under any Federal or State trade secret law for the disclosure  of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government  official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting  or investigating a suspected violation of law; or (B) is made in a complaint or other document  filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a  lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the  trade secret to the attorney of the individual and use the trade secret information in the court  proceeding, if the individual (A) files any document containing the trade secret under seal; and  (B) does not disclose the trade secret, except pursuant to court order.”      (B) Consultant shall observe all rules, policies, and security requirements of Emergent  concerning the safeguarding, protection and integrity of Confidential Information and Personal  





 






Information (defined below), as and to the extent applicable in connection with any equipment,  systems, Confidential Information and Personal Information to which Consultant is provided  access in connection with the Services.  7. Ownership of Work Product.  All right, title, and interest in and to all designs, reports,  data, information, documents, know-how and materials (“Materials”) supplied to Consultant or  paid for by or on behalf of Emergent shall be and remain the exclusive property of Emergent,  shall be kept by Consultant strictly for performance of Services, and shall not be reallocated to  any other work whatsoever without Emergent’s prior written consent.  Consultant shall promptly  disclose to Emergent in writing all data, information, documents, know-how, materials and  inventions relating to or arising out of the performance of services for Emergent (“Work  Product”), and agrees that all right, title, and interest in and to the Work Product shall belong to  and be the property of Emergent.  Consultant does hereby assign, transfer, and convey to  Emergent and its successors and assigns all its rights, title and interest in and to the Work  Product and shall promptly do all acts and sign all documents necessary to perfect Emergent’s  rights, title, and interest in and to such Work Product as shall be requested by Emergent (at  Emergent’s expense).  All documents and materials prepared by Consultant in the performance  of services for Emergent constitute works-for-hire and shall belong to and be the exclusive  property of Emergent, and shall be surrendered by Consultant to Emergent upon request.  8. Personal Information & Data Privacy. Each Party shall comply with their respective  obligations under any applicable privacy law, privacy regulation, or other legal requirement  pertaining to the protection, privacy, and security of Personal Information. “Personal  Information” shall mean information or personal data relating to, or concerning, an individual,  an identified person, an identifiable person, (including but not limited to Emergent employees) or  as may be further specified by regional, country, or state laws, or a data processing agreement  between the Parties.  In the event Consultant will be granted access to Emergent networks,  systems, software, or the Parties process Personal Information, Consultant shall abide by the  relevant instructions provided by Emergent to ensure its access does not present any data security  issues.  If Personal Information processed under this Agreement is transferred from a country  within the European Economic Area to a country outside of the European Economic Area, which  is not currently approved by the European Commission as having adequate levels of protection  for Personal Information, the Parties shall execute the appropriate European Union approved  standard contractual clauses, or the Parties may rely on alternative mechanisms to lawfully  transfer such Personal Information.  9. Independent Contractor.  With respect to the subject matter hereof, Consultant is and shall  remain an independent contractor. This Agreement shall not be deemed to create an  employer/employee relationship, joint venture, partnership, association, or agency between the  Parties.  Consultant is not authorized to incur or create any obligation (express or implied) on  behalf of Emergent or to bind Emergent in any manner whatsoever.  10. Term; Termination.  This Agreement is effective as of the Effective Date and shall continue  in effect until the Agreement terminates under this Section (“Term”).  This Agreement (or any  Order, as applicable) shall terminate upon the first to occur of (a) April 1, 2024; (b) the date  Emergent provides Consultant with written notice (setting out with particularity) that this  Agreement is being terminated for “cause” where Consultant: (i) commits any act of  





 






embezzlement, theft or fraud against Emergent; (ii) is convicted of a felony or any crime  involving moral turpitude, whether or not related to Services; (iii) commits any act of gross  negligence or willful misconduct in connection with the Services that causes material damage to  Emergent; (iv) materially breaches the representations, warranties or covenants contained in this  Agreement, which breach, if curable, is not cured to Emergent’s reasonable satisfaction within  30 days after written notice from Emergent to Consultant; or (v) materially breaches the  Restrictive Covenant Obligations or Confidentiality and Assignment Obligations (each as  defined below), or any other similar ongoing obligations Consultant may have to Emergent  pursuant to any other agreement or policy, which breach, if curable, is not cured to Emergent’s  reasonable satisfaction within 30 days after written notice from Emergent to Consultant; and (c)  the date Consultant terminates, or the Parties mutually terminate, the Agreement for convenience  on not less than fourteen (14) days’ prior written notice, unless a shorter notice period is  mutually agreed.  Upon termination of this Agreement, Emergent shall have no further liability  other than for payment in accordance with the terms of this Agreement for Services provided  prior to the termination date.  The provisions of Sections 4 - 7, 10, 12 - 14 and 17 - 19 shall  survive the expiration or termination of this Agreement for any reason.  Upon termination of this  Agreement, Emergent shall have no further liability other than for payment in accordance with  the terms of this Agreement for Services provided prior to the termination date. 11. Representations and Warranties.  In addition to any other representations and warranties  set forth in this Agreement, Consultant represents and warrants that: (a) Consultant will perform  Services in a competent, diligent and workmanlike manner consistent with industry standards of  professional conduct; (b) Consultant has not ever been debarred, pursuant to the United States  Food, Drug and Cosmetic Act, or been excluded from any federal health care program (including  Medicare or Medicaid), and Consultant will notify Emergent immediately if any of the foregoing  occurs; (c) Consultant shall not use, in the performance of the Services or the creation of any  Work Product, or disclose to Emergent, any confidential or proprietary information of any other  person in violation of any obligation or duty that Consultant owes to the other person, and  Consultant’s compliance with this Section 11(c) will not restrict or impair Consultant’s  performance of the Services and its other obligations to Emergent; or (d) Consultant has full  power to enter into and fully perform this Agreement and Consultant’s execution, delivery and  performance of this Agreement does not violate any employment, nondisclosure, confidentiality,  consulting or other agreement to which Consultant is a party or by which it may be bound.  12. Compliance with Laws.    (A) Consultant shall comply with all applicable laws, rules, regulations, applicable regulatory authority (e.g. US FDA and EU EMA) guidelines and applicable industry Codes of Practice (e.g.  US PhRMA Code, EU EFPIA Code) in performing the Services, including those governing  employment practices (including employee recruiting and hiring), anti-bribery, anti-corruption  and anti-gratuities laws or other similar laws.  Consultant shall be prohibited from the payment  or giving of anything of value, either directly or indirectly, to an official of any government,  political party or official thereof, any candidate for foreign political office, or any official of an  international organization, for the purpose of influencing an act or decision in its official  capacity, or inducing that official to use influence with any government, to assist Emergent in  obtaining or retaining business for or with, or directing business to, any person, or for obtaining  an improper advantage.  Consultant further represents, warrants and agrees that it will (i) comply  





 






with the relevant principles outlined in Emergent’s Code of Conduct and Business Ethics  (https://investors.emergentbiosolutions.com/code-conducts); and (ii) attend or complete all  orientation/training required by Emergent prior to or during the performance of Services.  (B) Emergent is an equal opportunity employer and federal contractor or subcontractor.  Consequently, the Parties agree that, as applicable, they will abide by the requirements of 41  CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are  incorporated herein by reference.  These regulations prohibit discrimination against qualified  individuals based on their status as protected veterans or individuals with disabilities and prohibit  discrimination against all individuals based on their race, color, religion, sex, sexual orientation,  gender identity or national origin. These regulations require that covered prime contractors and  subcontractors take affirmative action to employ and advance in employment individuals without  regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected  veteran status or disability. The Parties also agree that, as applicable, they will abide by the  requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to  the notice of employee rights under federal labor laws.  13. Export Controls.   Each Party agrees that: information related to the development, design,  production or use of a product, material, software or other item that is subject to export controls  pursuant to the U.S. Export Administration Regulations (“EAR”), as amended, U.S. International  Traffic in Arms Regulations (“ITAR”), as amended, or the Canadian Export and Import Permits  Act, as amended, or any foreign equivalents thereof, as applicable, or that requires a specific  license or permit from the relevant government agency before such technology or hardware can  be transferred outside the United States or Canada, as applicable, or disclosed in the United  States or Canada (as the case may be) to nationals of other countries, will not be transferred or  released to the other Party without obtaining any necessary export license and the other Party’s  written consent.  Each Party further represents and warrants that it will not disclose any  information or transfer items that is or could be considered a defense article pursuant to the  ITAR, take any actions in conflict with requirements of the EAR, or make any disclosure or take  any actions in conflict with the requirements of the Canadian Defence Production Act or  Canadian Export Permit Regulations, or any other applicable foreign equivalents thereof without  the responsible Party obtaining any necessary export license and the other Party’s written  consent.  14. Dispute Resolution.  All disputes or claims arising hereunder that cannot be resolved by the  Parties shall be submitted to non-binding mediation for a period of thirty (30) days, which may  be extended by written agreement of the Parties.  If such dispute is not resolved through  mediation or otherwise within the specified period, either Party may pursue remedies available to  it at law or in equity, subject to the terms of this Agreement.  15. Equity Grants. As there will be no break in service between the Retirement Date and the  Effective Date, during the Term of this Agreement, each stock option, restricted stock unit award  and performance stock unit award previously granted by Emergent to Consultant shall, pursuant  to the terms of the equity award agreements and plans under which the awards were granted,  continue to vest, and, in the case of stock options, remain exercisable according to their terms  based on Consultant’s continued service as a consultant, and any unvested awards shall terminate  immediately upon a termination of this Agreement in accordance with Section 10.  Upon  





 






termination of this Agreement, any vested stock options shall be exercisable in accordance with  the terms of the applicable option agreement and the plan under which the stock option was  granted 16. Safety. Consultant shall take all reasonable precautions consistent with applicable industry  and professional standards to prevent injury to persons or property, and shall be responsible for  supervising and maintaining the safety of all equipment, and property (including adjacent  properties and structures) involved in the performance of the Services.  If Consultant is required  to operate on Emergent’s premises to fulfill an Order, Consultant shall comply with Emergent’s  codes, policies and procedures, and shall attend all required site-specific training.  Without  limiting the generality of the foregoing, Consultant shall: (a) comply with all applicable laws and  regulations relating to health, safety and the environment, including COVID-19 and other health  safety protocols, (if there is a conflict, the more stringent protocol prevails), (b) attend  appropriate training on all hazards they may be exposed to while performing the Services, and  (c) at Consultant’s sole cost and expense, acquire and wear required protective equipment.    17. Cooperation.  Consultant agrees, to the extent permitted by law, both during and after the  Term, to cooperate fully with Emergent in: (i) any internal investigation; (ii) any investigation,  defense or prosecution of any claims or actions which already have been brought, are currently  pending, or which may be brought in the future against Emergent by a third party or by or on  behalf of Emergent against any third party, whether before a state or federal court, any state or  federal government agency, or a mediator or arbitrator; and/or (iii) any other governmental,  administrative, regulatory, or judicial inquiry, investigation, proceeding or arbitration.   Consultant understands and agrees that Consultant’s cooperation hereunder includes, but is not  limited to, making himself available to Emergent upon reasonable notice for interviews and  factual investigations; appearing at Emergent’s request to give testimony without requiring  service of a subpoena or other legal process; volunteering to Emergent pertinent information; and  turning over to Emergent all relevant documents which are in or may come into Consultant’s possession.  The term “cooperation” does not mean that Consultant must provide information  that is favorable to Emergent; it means only that Consultant will provide truthful information  within Consultant’s knowledge and possession upon request of Emergent. Emergent will  reimburse Consultant for all reasonable and documented out of pocket costs that Consultant incurs to comply with this Section, provided that Consultant submits to Emergent appropriate  documentation of such expenses within thirty (30) calendar days after such expenses are incurred  (and provided that such expenses are not incurred in connection with any proceeding that is  initiated by Consultant and/or otherwise concerns any claims by Consultant against Emergent or  its Affiliates, or any of their respective officers, directors, agents or employees). Consultant further agrees that, to the extent permitted by law, Consultant will notify Emergent promptly in  the event that Consultant is served with a subpoena (other than a subpoena issued by a  government agency), or in the event that Consultant is asked to provide a third party (other than a  government agency) with information concerning any actual or potential complaint or claim  against Emergent. For the avoidance of doubt, any time spent by Consultant during the Term of  this Agreement in activities requested by Emergent pursuant to this Section shall be credited  against Consultant’s time commitment under this Agreement.  Emergent shall, for any time spent  by Consultant following the end of the Term in activities requested by Emergent pursuant to this  Section, pay Consultant a mutually agreeable reasonable hourly fee, provided, however, that  





 






Emergent will not pay Consultant any fee for time spent providing testimony in any arbitration,  trial, administrative hearing or other proceeding. 18. Continuing Obligations. Consultant acknowledges and reaffirms Consultant’s existing non- solicitation and non-competition obligations set forth in Exhibit II of the December 19, 2011  letter agreement between Emergent and Consultant in connection with Consultant’s election to  participate in Emergent’s Senior Management Severance Plan (such Plan, the “Plan,” such  Exhibit, “Exhibit II,” and such obligations, the “Restrictive Covenant Obligations”), which, for  ease of reference, is reprinted and attached hereto as Exhibit B; provided, however, that  Consultant hereby agrees that such Restrictive Covenant Obligations are hereby amended to  continue in effect for the duration of the Term and for twelve (12) months following the  expiration or termination of the Term for any reason (for the avoidance of doubt,  notwithstanding the foregoing reference to the Plan, Consultant agrees and acknowledges that  Consultant has no rights to receive any benefits under the Plan). Consultant further  acknowledges and reaffirms Consultant’s confidentiality and invention assignment obligations as  set forth in Sections 8(b) and 9, respectively, of the Employment Agreement between Consultant  and Company dated as of June 15, 2005, which Sections 8(b) and 9, for ease of reference, are  reprinted and attached hereto as Exhibit C (the “Confidentiality and Assignment Obligations”).  19. Restriction on Insider Trading.  Emergent is a publicly traded company listed on the New  York Stock Exchange.  Consultant acknowledges the existence of laws and regulations  prohibiting “insider trading,” including the purchase or sale of securities of a company while in  the possession of material information that has not been generally disclosed in the marketplace.   Consultant acknowledges and agrees that it may have access to certain material nonpublic  information of Emergent or its Affiliates as a result of the Services, and covenants and agrees  that it will not engage in insider trading or disclose such information to any third parties in  violation of applicable law or any contractual obligation.   20. Miscellaneous Provisions.  a. Non-Waiver.  No delay by or omission of any Party in exercising any right,  power, privilege, or remedy shall impair such right, power, privilege, or remedy or be construed  as a waiver thereof.  b. Remedies.  The rights and remedies provided in this Agreement are cumulative  and are not exclusive of other rights or remedies provided by law.  c. Notices.  Any notice hereunder shall be given by first class mail, express mail, or  email or facsimile (followed by confirmation), addressed to Emergent at the address given in the  preamble of this Agreement or in the Order, to Consultant at the last address of Consultant on  file with Emergent, or to such other address as a Party may later designate in writing to the other  Party.  Notice of any legal action, claim or other legal matter given by Consultant to Emergent  shall be directed to Emergent’s General Counsel at 400 Professional Drive, Suite 400,  Gaithersburg, Maryland 20879, USA.  





 






d. Use of Emergent Name.  Consultant shall not use the name, tradename or  trademark of Emergent in a press release, advertising, publicity or promotional activity without  the prior written consent of Emergent. e. Severability.  In the event that any section or any part of a section of this  Agreement should be declared void, invalid, or unenforceable by any court of law, for any  reason, such a determination shall not render void, invalid, or unenforceable any other section or  any part of any other section of this Agreement and the remainder of this Agreement shall remain  in full force and effect.  f. Headings.  Headings and titles of parts and sections are for convenience only and  have no interpretative significance. g. Assignment.  This Agreement may not be assigned by Consultant without  Emergent’s prior, express written consent.  This Agreement is personal to Consultant and  Consultant shall not have the right to delegate any of Consultant’s duties without the express  written consent of Emergent.  Any non-consented-to assignment or delegation, whether express  or implied or by operation of law, shall be void and shall constitute a breach and a default by  Consultant. Emergent may, without Consultant’s written consent, assign and transfer this  Agreement to any Affiliate, or to a successor of all or a portion of Emergent’s business by reason  of merger, sale, or other form of acquisition of all or substantially all of the assets to which this  Agreement relates, in which event Consultant agrees to continue to perform the duties and  obligations according to the terms hereof to or for such assignee or transferee of this Agreement. h. Amendments.  No modification or amendment to this Agreement or the Order  shall be effected by or result from the receipt, acceptance, signing or acknowledgement of any  purchase order, quotation, invoice, shipping document or other business form containing terms  or conditions different from those set forth in this Agreement or the Order, and all such  additional terms and conditions are hereby specifically rejected by both Parties.  i. Governing Law and Jurisdiction.  This Agreement and its interpretation shall be  governed by the laws of the State of Maryland without reference to its conflict of law or choice  of law provisions.  Any action commenced by a Party to enforce the terms of this Agreement  must be brought in the courts of the jurisdiction where the Services were primarily delivered  hereunder, and the Parties hereby irrevocably consent to the jurisdiction and venue of such courts  to enforce the terms of this Agreement.  The Parties expressly waive any right that they have  or may have to a jury trial of any dispute arising out of or in any way related to this  Agreement, or any breach thereof.  j. Integration; Counterparts; Signatures.  This Agreement and all of its Exhibits  (including any Exhibits explicitly included and made part of the Order by the Parties), constitute  the entire agreement of the Parties, and supersede all prior discussions, negotiations, agreements, and understandings verbal and written, if any; provided, however, for the avoidance of doubt, that nothing herein shall be construed as a waiver by Consultant of any claims for indemnity,  defense costs, or contribution Consultant may have under applicable law and/or in accordance  with the terms of Emergent’s certificate of incorporation, by-laws, insurance policies, and/or any  indemnification agreement between Consultant and Emergent (recognizing that no rights to such  





 






indemnity, defense costs and/or contribution are either created or guaranteed by this Agreement). This Agreement and all of its Exhibits (including any Exhibits explicitly included and made part  of the Order by the Parties) may only be amended or modified by a written agreement signed by  both Parties.  In the event of a conflict between the terms of this Agreement and the terms of any  Order, Exhibit or attachment hereto, proposal, quotation or any Consultant documentation, the  terms of this Agreement shall prevail.  This Agreement may be signed in multiple identical  copies, each of which shall be deemed to be an original copy, and each facsimile or electronic  copy shall constitute a legally binding, enforceable document. k. Advice of Counsel.  EACH PARTY ACKNOWLEDGES THAT, IN  EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO  SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAS READ AND  UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS  AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF  THE DRAFTING OR PREPARATION HEREOF. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  





 






IN WITNESS WHEREOF, Emergent and Consultant have executed this Agreement to be  effective as of the Effective Date.  FUAD EL-HIBRI  Date:   EMERGENT BIOSOLUTIONS INC.  By:    Name:    Title: Date 





 






Exhibit A  ORDER This Order, effective as of April 1, 2022 (“Effective Date”), is made by and between Emergent  BioSolutions Inc. (“Emergent”) and Fuad El-Hibri (“Consultant”) and is the “Order” under the  Consulting Agreement dated as of March 18, 2022 between Emergent and Consultant  (“Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to  such terms in the Agreement.  Description of Services: Consultant’s primary point of contact for the consulting services shall be Emergent’s  Chief Executive Officer.  Consultant shall, upon request by the Chief Executive Officer or Chairman, provide advice to Emergent in connection with Emergent’s transition from  an Executive Chair structure, litigation and investigation support, merger and acquisition  opportunities, government affairs, and overall business strategy. The level of services  provided by Consultant over the period of performance is anticipated to be no more than 20 hours per month.     Emergent will provide Consultant with an Emergent computer, software, and email  address during the Term and Consultant will use it in accordance with written  instructions provided by Emergent. Consultant shall provide the other facilities and  supplies necessary to perform the Services unless otherwise arranged between Consultant  and Emergent pursuant to and consistent with Emergent policy and, as Emergent deems  necessary, with the authority of Emergent’s Chief Executive Officer or Chairman.   Period of Performance: April 1, 2022 – April 1, 2024, if not earlier terminated in accordance  with Section 10 of the Agreement.  Person Providing Services: Fuad El-Hibri Reports: Consultant shall provide such reports as may be reasonably requested by Emergent’s  Chief Executive Officer or Chairman from time to time.  Fees, Other Compensation and Expenses:   Monthly Cash Fees: $20,000.    Fee pro-rated for partial months   Additional Hourly Fees.  A mutually agreeable reasonable hourly fee shall be  paid for any time spent by Consultant following the end of the Term in  activities requested by Emergent pursuant to Section 17 of the Agreement;  provided, however, that no additional fee will be paid to Consultant for time  spent providing testimony in any arbitration, trial, administrative hearing or  other proceeding.  





 






2     Discretionary Additional Compensation: Should Consultant’s services  performed at Emergent’s request hereunder exceed 20 hours per month, the  Board may, in its sole discretion, elect to provide Consultant with additional  fees or other compensation on such terms and with such conditions as the  Board shall determine; provided, however, that it is understood and agreed  that the Parties shall agree in advance to Consultant’s performance of services  significantly in excess of 20 hours in any month, and shall also agree in  advance to compensation therefor.   Expenses: Reimbursable in accordance with the terms of the Agreement;  provided, however, that Consultant shall not incur total expenses in excess of  $1,000 without the prior written approval of Emergent’s Chief Executive  Officer.    Invoicing and Payment: Invoices shall be sent and payments made in accordance with the terms  of the Agreement, and the following shall apply:  Manner/Location for Payments: First-class mail to primary business address  Accounting Codes (Must be noted on invoices for payment to be processed): G/L Number: 650081 Consulting Fees  Cost Center: 10045 CFO Cost Center  WBS Code: N/A    Emergent Address for Invoices:  AccountsPayableEBSI@ebsi.com  Contacts: Consultant: Fuad El-Hibri  At phone number, email and mailing addresses  previously on file with Emergent  Emergent: Robert G. Kramer, Sr.  Phone: (240) 631-3330  Email: KramerB@ebsi.com  Emergent BioSolutions Inc.  400 Professional Drive, Suite 400  Gaithersburg, MD 20879  





 






3    IN WITNESS WHEREOF, the Parties have executed this Order as of March 18, 2022, to take  effect as of the Effective Date.   EMERGENT BIOSOLUTIONS INC. FUAD EL-HIBRI  By:    Name:  Robert G. Kramer, Sr. Date:   Title:  President and Chief Executive Officer Date:   





 






4    Exhibit B  Nonsolicitation/ Noncompete Acknowledgement (1) Nonsolicitation; Noncompete.  I agree that, during my employment by the Company or  any Affiliate (each as defined in the Plan) and for a period of twelve (12) consecutive months  after my employment ceases for any reason, I shall not, directly or indirectly,  (i) either alone or in association with others, (A) induce, counsel, advise,  solicit or encourage, or attempt to induce, counsel, advise, solicit or encourage any  employee to leave the employ of the Company, or any of its Affiliates, or accept  employment with any other person or entity, (B) induce counsel, advise, solicit or  encourage, or attempt to induce, counsel, advise, solicit or encourage any person who at  the time of such inducement, counseling, advice, solicitation or encouragement had left  the employ of the Company, or any of its Affiliates, within the previous six (6) months to  accept employment with any person or entity besides the Company, or any of its  Affiliates, or hire or engage such person as an independent contractor, or (C) solicit,  interfere with, or endeavor to cause any customer, client, or business partner of the  Company, or any of its Affiliates, to cease or reduce its relationship with the Company,  or any of its Affiliates, or induce or attempt to induce any such customer, client, or  business partner to breach any agreement that such customer, client, or business partner  may have with the Company, or any of its Affiliates; and  (ii) whether or not for compensation, and whether or not as an employee, be  engaged in or have a financial interest in any business, competing with the business of the  Company or of any Affiliate within any state, region or locality in which the Company or  such Affiliate is doing business or marketing products at the time of the cessation of my  employment, as the business of the Company or such Affiliates may then be constituted.   With respect to this sub-section, however, it is understood and agreed that a business is  not competing with the business of the Company or any Affiliate if (A) my duties with  respect to such business relate solely to discrete business units that do not compete with  the business of the Company or any Affiliate; or (B) the competitive activity is limited to  geographical markets or products in which the Company or Affiliate was not engaged  (whether by manufacture, distribution, sale, or development for manufacture, distribution,  or sale) during the two (2) years immediately preceding my ceasing to be employed by  the Company.  Ownership of no more than .5% of the outstanding voting stock of a  publicly traded corporation shall not constitute a violation of this provision.  (2) Miscellaneous.  (i) If any restriction in this Exhibit is found by a court of competent  jurisdiction to be unenforceable because it extends for too long a period or covers too great a  range of activities or in too broad a geographic area, it shall be interpreted to be effective to the  extent it is enforceable.  The invalidity or unenforceability of any provision shall not affect the  validity or enforceability of any other provision of this Exhibit.  (ii) I acknowledge the restrictions contained in this Exhibit are reasonable and  necessary for the protection of the business and goodwill of the Company.  I agree that  any breach or threatened breach of this Exhibit will cause the Company substantial and  irrevocable damage that is difficult to measure and that a remedy at law is not adequate.  In the event of breach or threatened breach, I agree that the Company, in addition to other  





 






5    available remedies, shall have the right to seek specific performance and injunctive relief  without posting a bond.  (iii) This Exhibit supersedes all prior agreements, written or oral, between the  Company and me relating to the subject matter of Section 1, including any provisions in  the Plan, and shall apply irrespective of the reason my employment ends.   (v)  No delay or omission by the Company in exercising any right under this  Exhibit will operate as a waiver of that or any other right.  A waiver or consent given by  the Company on any one occasion is effective only in that instance and will not be  construed as a bar to or waiver of any right on any other occasion. (vi)  This Exhibit shall be binding upon and inure to the benefit of both parties  and their respective successors and assigns, including any corporation or entity with  which or into which the Company may be merged or that may succeed to all or  substantially all of its assets or business.  (vii) This Exhibit may not be modified, changed or discharged in whole or in part,  except by an agreement in writing signed by the Company and me.  This Exhibit shall be  governed by and construed as a sealed instrument under and in accordance with the laws  of the State of Delaware without regard to conflicts of law provisions.  





 






6    Exhibit C (b) Confidentiality Executive acknowledges that, during his employment by the Company, he shall have  close contact with confidential and proprietary information of the Company and its Affiliates,  including, without limitation, information regarding costs, profits, markets, sales, products, key  personnel, pricing policies, operational methods, regulatory matters, technical processes,  manufacturing procedures, product research and development, other business affairs and  methods, plans for future developments, and other information not readily available to the public,  the disclosure of which to third parties would in each case have a materially adverse effect on the  Company’s business operations or the business operations of its Affiliates (hereinafter, the  “Confidential Information”). For purposes of this Agreement, the term “Confidential  Information” shall also include all information that is made available by or through clients and  customers of the Company or its Affiliates, as well as other persons or entities that are associated  with, or are otherwise working with, the Company or its Affiliates. In recognition of the  foregoing, Executive covenants and agrees:  (i)  That he shall keep secret all Confidential Information and not intentionally  disclose Confidential Information to anyone outside of the Company except as  may be reasonably necessary for the performance of his duties to the Company,  either during or after his employment by the Company, except with the  Company’s written consent; provided, that (a) Executive shall have no such  obligation to the extent Confidential Information is or becomes publicly known  other than as a result of his breach of his obligations hereunder; and (b) Executive  may, after giving prior notice to the Company to the extent practicable under the  circumstances, disclose such matters to the extent required by applicable laws or  governmental regulations or judicial or regulatory process;  (ii)  That he shall deliver promptly to the Company at the time he ceases to be  employed by the Company or at any other time the Company may so request, all  memoranda, notes, records, reports, and other documents (and all copies thereof)  relating to the Company’s business or otherwise containing or referring to any  Confidential Information that he obtained while employed by, or on behalf of, the  Company and that he may then possess or have under his control; and  (iii) That during his employment with the Company, he shall maintain all Company- related computer data in a manner as directed by the Board of Directors or its  designee. During his employment and upon resignation or termination of  employment, Executive shall not directly or indirectly alter or remove any  records, files, or data pertaining to the Company’s business, or the business of its  Affiliates, on computers that are/were used by him or that are/were accessible to  him, without the written approval of the Company. 





 






7    9. Inventions, Improvements and Copyrightable Materials Executive shall disclose promptly in writing and assign immediately, and hereby assigns  to the Company, all of his right, title and interest in and to, any inventions, improvements,  original works of authorship, formulas, processes, programs, techniques, know-how, data,  developments or discoveries, whether or not patentable or copyrightable, (hereinafter referred to  collectively as the “Work Product”) which he may make or conceive, or first reduce to practice  or learn either solely or jointly with others, during the employment period with the Company  through his work with the Company or with any other person or  entity pursuant  to an  assignment by the Company. Executive acknowledges the special interest the Company holds in  its processes, techniques and technologies and agrees that such processes, techniques and  technologies shall not be directly or indirectly used or disclosed by him for the interests of any  person or entity besides the Company.  (i) All disclosures and assignments made pursuant to this Agreement are made  without royalty or any additional consideration to Executive other than the regular  compensation paid to him by the Company.  (ii) Executive shall execute, acknowledge and deliver to the Company all necessary  documents, and shall take such other action as may be necessary to assist the  Company in obtaining by statute letters patent, copyrights, trademarks or other  statutory or common law protections for the Work Product covered by this  Agreement, vesting title and right in such patents, copyrights, trademarks and  other protections in the Company and its designees. Executive hereby agrees that  the Work Product constitutes a “work made for hire” in accordance with the  definition of that term under the U.S. copyright laws. Executive shall further  assist the Company in every proper and reasonable way to enforce such patents,  copyrights, trademarks and other protections as the Company may desire.  Executive’s obligation to deliver documents and assist the Company under this  Agreement applies both during and subsequent to the term of his employment;  provided, however, that his reasonable out-of-pocket expenses incurred in such  activity after termination of his employment shall be paid or reimbursed by the  Company.  (iii) Any Work Product that Executive may disclose to anyone within twelve (12)  months after the termination of his employment, or for which the Company may  file application for letters patent, copyright, trademark or other statutory or  common law protection within twenty-four (24) months after the termination of  said employment, shall  be presumed  to  have been  made,  conceived, first  reduced to practice or learned during his employment and fully subject to the  terms and conditions set forth herein; provided that if Executive, in fact,  conceived any such Work Product subsequent to the termination of the  employment and such Work Product is not based upon or derived from any  Confidential Information of the Company or does not relate to the scope of work  performed by him pursuant to his employment duties, then such Work Product  shall belong to him and shall be his sole properly. Executive assumes the burden  of establishing by competent legal evidence that such Work Product is not based  





 






8    on any Confidential Information and that he conceived any such Work Product  after the termination of his employment. (iv) Executive represents that the Work Product does not infringe any copyright or  other proprietary right of any person or entity.  (v) Attached to and made as part of this Agreement as Exhibit C is a complete list of  all Work Product, whether or not patented or copyrighted, which has been made  or conceived or first reduced to practice by Executive alone or jointly prior to the  date of his employment. Such Work Product shall be excluded from the operation  of this Agreement. If there is no such list on Exhibit C, Executive represents that  no such Work Product exists at the time of signing this Agreement.