EMERGENT BIOSOLUTIONS INC. (NYSE:EBS) Files An 8-K Entry into a Material Definitive Agreement


EMERGENT BIOSOLUTIONS INC. (NYSE:EBS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 8, 2016, Emergent Biodefense Operations Lansing LLC,
a wholly-owned subsidiary of Emergent BioSolutions Inc., entered
into a follow-on contract with the Centers for Disease Control
and Prevention (CDC) to supply the Strategic National Stockpile
(SNS) with approximately 29.4 million doses of BioThrax (Anthrax
Vaccine Adsorbed) over a period of five years for a total value
of up to $911 million. BioThrax, the only anthrax vaccine
licensed by the U.S. Food and Drug Administration (FDA), is
indicated for both pre-exposure prophylaxis and post-exposure
prophylaxis of anthrax disease.

Initial deliveries under the contract are expected to commence in
2017, with deliveries scheduled to continue, subject to
availability of funding, through September 2021. The contract
contains a number of terms and conditions that are customary for
government contracts of this nature, including provisions giving
the government the right to terminate the contract at any time
for its convenience for any reason or no reason, to order the
company to suspend all or any part of the work under the contract
at the government’s discretion or to audit and object to any
contract-related costs on the grounds that they are not allowable
under the Federal Acquisition Regulation and require the company
to reimburse all such costs.

The foregoing summary of the contract does not purport to be
complete and is qualified in its entirety by reference to the
actual contract, a copy of which will be filed as an exhibit to
the company’s Annual Report on Form 10-K for the fiscal year
ending December 31, 2016.

Item 7.01 Regulation FD Disclosure.

On December 8, 2016, the company issued a press release
announcing that it has entered into a follow-on contract with the
CDC to supply the SNS with approximately 29.4 million doses of
BioThrax over a period of five years for a total value of up to
$911 million. In addition, the company announced that it has
received a notice of intent from the Biomedical Advanced Research
and Development Authority (BARDA) to procure approximately $100
million of BioThrax for delivery into the SNS within 24 months
from the date of contract award. The press release also includes
re-established 2016 financial guidance. A copy of the press
release is attached hereto as Exhibit 99 and is incorporated
herein by reference.

Forward-Looking Statements

This Form 8-K includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Any statements, other than statements of historical fact,
including, without limitation, our financial guidance and any
statements containing the words “believes,” “expects,”
“anticipates,” “intends,” “plans,” “targets,”
“forecasts,” “estimates” and similar expressions in
conjunction with, among other things, obtaining a BioThrax
procurement contract from BARDA under the notice of intent,
discussions of the company’s outlook, financial performance or
financial condition, growth strategy, product development,
product sales, government development or procurement contracts or
awards, government appropriations, manufacturing capabilities,
Emergency Use Authorization or other regulatory approvals and
plans to increase our operational efficiencies and cost structure
are forward-looking statements. These forward-looking statements
are based on our current intentions, beliefs and expectations
regarding future events. We cannot guarantee that any
forward-looking statement will be accurate. Investors should
realize that if underlying assumptions prove inaccurate or
unknown risks or uncertainties materialize, actual results could
differ materially from our expectations. Investors are,
therefore, cautioned not to place undue reliance on any
forward-looking statement. Any forward-looking statement speaks
only as of the date hereof, and, except as required by law, we do
not undertake to update any forward-looking statement to reflect
new information, events or circumstances.

There are a number of important factors that could cause the
company’s actual results to differ materially from those
indicated by such forward-looking statements, including our
ability to obtain a BioThrax procurement contract from BARDA
under the notice of intent; availability of funding and the
exercise of options under our BioThrax contract with CDC and our
NuThrax contract with BARDA, appropriations for procurement of
BioThrax and NuThrax; our ability to secure EUA pre-authorization
approval and licensure of NuThrax by FDA within the anticipated
timeframe, if at all; our ability to achieve our planned
operational efficiencies and targeted levels of cost savings;
availability of funding for our U.S. government grants and
contracts; whether the operational, marketing and strategic
benefits of the spin-off of our biosciences business can be
achieved; our ability to identify and acquire or in-license
products or late-stage product candidates that satisfy our
selection criteria; whether anticipated synergies and benefits
from an acquisition or in-license are realized within expected
time periods, if at all; our ability to expand our manufacturing
facilities and capabilities; our ability and the ability of our
contractors and suppliers to maintain compliance with cGMP and
other regulatory obligations; the results of regulatory
inspections; the outcome of the class action lawsuit filed
against us and possible other future material legal proceedings
our ability to meet operating and financial restrictions placed
on us and our subsidiaries that are contained in our senior
credit facility; the rate and degree of market acceptance and
clinical utility of our products; the success of our ongoing and
planned development programs; the timing of and our ability to
obtain and maintain regulatory approvals for our product
candidates; and our commercialization, marketing and
manufacturing capabilities and strategy. The foregoing sets forth
many, but not all, of the factors that could cause actual results
to differ from our expectations in any forward-looking statement.
Investors should consider this cautionary statement, as well as
the risk factors identified in our periodic reports filed with
the SEC, when evaluating our forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.


Press Release dated December 8, 2016.


Emergent BioSolutions Inc. is a biopharmaceutical company that offers specialized products to healthcare providers and governments to address medical needs and emerging health threats. The Company develops, manufactures and delivers a portfolio of medical countermeasures primarily for government agencies in the areas of biological and chemical threats and emerging infectious diseases (EID). It also develops and commercializes therapeutics in areas of hematology/oncology, transplantation, infectious diseases and autoimmune disorders. Its two operating divisions include Biodefense and Biosciences. The Biodefense division is a pharmaceutical business focused on countermeasures that address public health threats, including chemical, biological, radiological, nuclear and explosives (CBRNE) threats, as well as EID. The Biosciences division is a pharmaceutical business focused on therapeutics in hematology/oncology with secondary on transplantation, infectious disease and autoimmunity.


EMERGENT BIOSOLUTIONS INC. (NYSE:EBS) closed its last trading session up +5.15 at 32.37 with 2,085,689 shares trading hands.