SecProbe.io

Mail Stop 6010          September 9, 2006   Fuad El-Hibri Chief Executive Officer Emergent BioSolutions Inc.  300 Professional Drive, Suite 250 Gaithersburg, Maryland  20879
 Re: Emergent BioSolutions Inc.
  Registration Statement on Form S-1   Filed August 14, 2006   File No. 333-136622
Dear Mr. El-Hibri:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 FORM S-1

 General

 1. Please note that we have received your  request for confidential treatment for
certain of your exhibits.  In that regar d, please be advised th at comments related
to your request for confidential treatment w ill be delivered under separate cover.
We will not be in a position to consider a request for acceleration of effectiveness

Fuad El-Hibri
Emergent BioSolutions Inc.  September 9, 2006 Page 2
of this registration statement until we resolve all issues concerning the
confidential treatment request.

2. Please provide updated interim financial in formation in accordance with Item 3-
12 of Regulation S-X.
 Comments Applicable to the Entire Prospectus

3. Please provide us proofs of all graphic,  visual, or photographic information you
will provide in the printed prospectus prior to its use, for example in a preliminary
prospectus.  Please note we may have comments re garding these materials.

4. Please note that when you file a pre- effective amendment containing pricing-
related information, we may have additiona l comments.  As you are likely aware,
you must file this amendment prio r to circulating the prospectus.

5. Please note that when you file a pre-eff ective amendment that  includes your price
range, it must be bona fide.  We interpre t this to mean your range may not exceed
$2 if you price below $20 and 10% if you price above $20.
 Summary, page 1

6. In instances where you have stated that Bi oThrax is safe and effective, please
revise to state that it is su fficiently safe and effective.

7. You indicate on page 1 that a study by th e Institute of Medicine supported the
FDA ruling that BioThrax is safe and effective for the prevention of anthrax
infection by all routes of exposure, including inhalation. Pl ease provide us a
marked copy of this source to support your statement.

8. We note the statistical information you include on pages 2 and 76-77 regarding
the data obtained from Frost & Sullivan. Please provide us with copies of this
source in which you obtained the statistical  figures.  The copy should be marked
to indicate the information supporting your statements.

9. If any of the data from Frost & Sullivan were derived from studies or reports that
were performed on your behalf, please so indicate and file any appropriate third
party consents.
 Our Business, page 1

10. We note that you have completed Phase I cl inical trials for your typhoid vaccine.
Please tell us if the IND filed with th e FDA was filed by you or another party.
Additionally, tell us the product name  used in the IND that was filed.

Fuad El-Hibri
Emergent BioSolutions Inc.  September 9, 2006 Page 3

11. Are you planning to conduct clinical trials for your hepatitis B therapeutic vaccine
or Group B streptococcus vaccine in the US?
 Our Strategy, page 3

12. We note your summary of the primary goals for your company for the future.
Please balance the discussion of your stra tegy in the summary with an equally
prominent discussion of obstacles and risk s in implementing the stated goals.
 The Offering, page 5

13. Please revise to include disclosure rela ting to the rights which are being offered
with the common stock.
 Risk Factors, page 8

14. Please include a separate risk factor disc losing the possibility that the issuance of
the preferred stock purchase ri ghts might prevent a change  in control in instances
where some shareholders may believe the ch ange in control may be in their best
interests.
 “We have derived substantially all of our re venue from sales of our . . . .,” page 8

15. Please revise your risk factor header and discussion to clearly state that BioThrax
is currently your only product ava ilable for commercial sale.

16. Please revise to include a separate sta nd alone risk factor disclosing the ongoing
legal proceedings and the effects they  may have on your sales to the US
government.
 “Our U.S. government contracts for BioThrax ® require annual funding . . . .,” page 9

17. This risk factor appears to be discussi ng three separate risks factors, the risks
associated with Congressional appropria tions that the fundi ng of governmental
programs are subject to; the risks permitting unilateral termination of government contracts; and the risk associated wi th specific procurement regulations in
conducting business with the government.  Pleas e ensure that each risk factor only
discusses one risk factor and move the discussion pertaining to unilateral
termination by the government to the risk factor entitled “Unfavorable provisions
in government contracts may harm our business . . . .” on page 10 and the discussion regarding governmental oversight  as a new separate risk factor.

Fuad El-Hibri
Emergent BioSolutions Inc.  September 9, 2006 Page 4

“The pricing under our fixed price government  contracts is based on . . . .,” page 1
0

18. If in the past your estimated costs were not accurate and therefore, you were not
able to earn an adequate return on your contract, if such impact was material,
please describe the incidence and furthe r describe the impact it had on your
operations.
 “We have a limited operating history and may no t maintain profitability . . . .,” page 11

19. If there were any material factors that resulted in losses for the three months
ended March 31, 2006, please explain.  If  these factors involved increased
expenses that are likely to recur, please  identify them and discuss their impact
going forward.
 “We may need additional funding and may be unabl e to raise capital when . . . .,” page 12

20. You indicate that you are committed to substantial capital expenditures in
connection with the expansion of your Lans ing, Michigan facility  as well as for
the planned build out of two buildings in  Frederick, Maryland. Please quantify the
approximate amount of expenditure you are committed for in connection with these expansions. Please provide similar in formation in the risk factor entitled
“We have initiated a manufact uring facility expansion pr ogram. . . .” on page 13.
 “BioThrax and our immunobiotic product candida tes are difficult to . . . .,” page 13

21. If your financial condition has historically been materially impacted by lot
failures, product recalls or other acceptance criteria, please describe the situation
and further describe the imp act it had on your operations.

“Disruption at, damage to or destruction of  our manufacturing facilities . . . .,” page 14

22. If you have experienced any of the situati ons described in your bullet point list,
please revise to describe the situation you experienced and the consequences.  It
may be necessary to include such discussi on as a separate risk  factor discussion.
 “If third parties do not manufacture our product candidates in sufficient . . . .,” page 15

23. Please identify the third parties that manufactur e the supplies of your
immunobiotic product candidates for your pr eclinical and clinical developments
needs. If any of these parties have faile d to meet your preclinical and development
needs, please discuss the failure  and the effects of the failure.

Fuad El-Hibri
Emergent BioSolutions Inc.  September 9, 2006 Page 5
24. Please identify the third party who provi des you with services related to your
purification and fractionation of plas ma for your anthrax immune globulin
candidate.
 “Our use of hazardous materials, chemicals, b acteria and viruses requires . . . .,” page 16

25. If you have been in violation of the envir onmental laws or been the subject of any
investigations for violations in the past, pl ease revise to include this information.
26. Please state whether you currently have reas onably adequate insurance to insulate
yourself from damage claims arising fr om your use of hazardous materials and
quantify the extent of your insurance coverage.

“We will not be able to commercialize our product candidates if our  . . . .,” page 17

27. You indicate in the first full paragra ph following the bullet points that you
anticipate that the FDA will not require you to conduct a Phase II clinical trial for
the botulinum toxoid vaccine before pe rmitting you to initiate a donor stimulation
program for your botulinum immune globu lin candidate. Please provide the basis
for your believe that the FDA will not requ ire to conduct a Phas e II clinical trial
related to your botulinum immune globulin candidate.
 “If we fail to achieve significant sales of Bi oThrax to customers in  . . . .,” page 19

28. Please identify the potential customers you are targeting the BioThrax product.
Please also identify the type of custom ers who are currently purchasing your
BioThrax product, other than the U.S. government.

29. Please disclose when your new Lansing facility will be completed.
 “The commercial success of BioThrax and any products we develop…,” page 19

30. Please explain the meaning of the term “recombinant.”

31. To the extent that there have been repo rts of any material side effects from
BioThrax or any of your products in devel opment, please revise to include this
information.
 “We have a small marketing and sales group.  If  we are unable to expand . . . .,” page 21

32. To the extent known, please disclose th e projected time frame of your hiring the
additional marketing personnel and the approximately how many employees you
plan to hire.

Fuad El-Hibri
Emergent BioSolutions Inc.  September 9, 2006 Page 6
33. If you have had problems attracting or retaining qualified marketing and sales
employees, please revise to describe  the problems you have experienced.
 “We face substantial competition…,” page 21

34. Much of the detail included in this disc ussion is more approp riate for the Business
section.  Please revise the discussion to include a level of detail that helps readers
understand the risk and consequences.  Move the detailed discussion to the
Business section.
 “Legislation and contractual provisions limiting or restricting liability . . . .,” page 23

35. You indicate that you have applied to th e Department of Homeland Security for
liability protection for sales of BioThra x. Please disclose when you submitted the
application and when you expect to h ear from the Department of Homeland
Security.
 “Product liability lawsuits could cause us to incur substantial liabilities  . . . .,” page 24

36. You indicate that the lawsuits claim da mages resulting from personal injuries
allegedly suffered because of the BioThrax vaccination. Please specify what type of personal injuries the lawsuits claims  arose from the use of your BioThrax
vaccination.  Additionally, disclose the amount of damages they are seeking.
 “If we fail to attract and keep senior mana gement and key scientific. . . .,” page 27

37. If you have experienced difficulties hiring or  retaining employees, please describe
these difficulties. Similarly, if you have r eason to expect that you may experience
difficulties due to shortages of qualified people or other reasons, please discuss these expectations and the conditions  that create the expectations.
 “We rely on property and equipment owned by the Department of Defense . . . ., page 28

38. Please disclose the fee you currently pa y to the government for use of their
equipment, if such amount is material.
 “If third parties on whom we rely for clinical  trials do not perform as . . . .,” page 33

39. Please identify the third parties on whom  you “heavily” rely for the successful
execution of your clinical trials. To the extent you have any agreements with such parties, please describe the agreements  in your Business section and file the
agreement as an exhibit. If you do not believe such agreements are material to you, please provide us with a detailed an alysis explaining why you do not believe
such agreements are material to you.

Fuad El-Hibri
Emergent BioSolutions Inc.  September 9, 2006 Page 7

40. You indicate that you expect to rely on the data from the development efforts of
CDC, assuming CDC consents  to such use and the study is completed. Please
expand your disclosure by describing how frequent your contact with the CDC is
and what information you are privy to, if any.

41. Please remove the discussi on relating to your plans to  expand your internal
clinical development and regulatory capabi lities and the risk that you may not be
able to recruit appropriate ly trained personnel to your infrastructure to a new
separate risk factor discussion.
 “We may fail to protect our intellectual pr operty rights, which would . . . .,” page 33

42. To the extent you are aware that you have any intellectual proper ty that is being
infringed upon or that you have been notif ied of a third party's belief that you are
infringing on their intellectual property, pleas e revise to disclose  the situation and
potential consequences.

43. Please disclose who has the obligations to take necessary actions to protect
patents under your license and collaborati on agreements. If you do not have the
obligation to take action, do you have the ri ght to take necessary actions if the
other party does not?
 “If we infringe or are alleged to infringe intellectual property ri ghts . . . .,” page 35

44. If you or your collaborators were ever require d to pay license fees  or royalties, or
both as a result of patent infringement cl aims or to avoid potential claims, please
so indicate and provide a desc ription of the circumstances.
 “Fuad El-Hibri, our president, chief executive  officer and chairman of . . . .,” page 37

45. Please revise your risk factor heading to include the fact that  Mr. El-Hibri will
also control the outcome for the election of directors. We note you have provided
this disclosure in your risk factor discussion.
 “If you purchase shares of our common stock in this offering, you will . . . .,” page 38

46. Please revise this risk factor to state th at shareholders will co ntribute ___% of the
total amount to fund BioSolutions bu t will own only ___% of the shares
outstanding.

Fuad El-Hibri
Emergent BioSolutions Inc.  September 9, 2006 Page 8

“A significant portion of our total outstanding shares are restricted from . . . .,” page 39

47. Please disclose the total number of shares that will available for immediate sale in
the market. Please also disclose the percen tage that the shares will represent of
your total outstanding shar es after the offering.

48. Please also disclose the total amount bene ficially owned by Mr . El-Hibri and the
percentage that his shares represent of  your total outstanding after the offering.
We note you have provided this information in the risk factor entitled “Fuad El-
Hibri, our president, chief executive o fficer and chairman . . . .,” page 37.

49. Please indicate how many s