SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

         October 29, 2009

R. Don Elsey
Senior Vice President Finance, Chie f Financial Officer, and Treasurer
Emergent BioSolutions Inc.
2273 Research Boulevard, Suite 400
Rockville, Maryland 20850

Re: Emergent BioSolutions Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Schedule 14A filed April 3, 2009
Form 10-Q for the Fiscal Quarter Ended June 30, 2009
 File Number:  001-33137

Dear Mr. Elsey:

We have reviewed your filings and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosures.  Where a comment requests you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filings.

 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1.  Business
Manufacturing, page 21
1. We note that you have entered into a Pr oduct Supply Agreement with Talecris
Biotherapeutics, whereby you have ag reed to obtain all manufacturing
requirements for your anthra x immune globulin therapeu tic candidate exclusively
from Talecris, and have also agreed to pay Talecris royalties on net sales on a

R. Don Elsey
Emergent BioSolutions Inc.
October 29, 2009
Page 2
country-by-country basis for commercia l product manufactured by Talecris under
the contract.  Please disclose a range of royalty rates (for example, “low-single-
digits,” “high-single-digits,” etc.) payabl e to Talecris.  Your  disclosure should
disclose any differences in  the royalty range based on the country in which the
sales may occur.

Intellectual Property an d Licenses, page 24

2. We note your description of your license agreements with USAMRIID, OETC,
and HPA.  Please expand your description of these agreements to disclose the
following information:

• All material rights and obligations of  the company and the other party;
• The range of royalty rates (for exampl e, “low-single-digi ts,” “high-single-
digits,” etc.);
• The aggregate amount of milestone or othe r payments payable or receivable to
each party, and the amounts paid to date; and
• Duration and termination provisions.
3. We note your statement on page 28 that  you have paid minimum contractual
commitments of $1.0 million under each of the two development agreements to
which you are a party with HPA.  If you have additional payment obligations to
HPA, please disclose the aggregate am ount of expected payments under each
development agreement.
4. We note your disclosure on page 28 that  you acquired a license agreement with
StMUGV, under which you are required to  pay StMUGV a percentage of the net
revenue or license fees that you receive  from products developed using the MVA
platform technology that are used for resear ch or other purposes, and a percentage
of the license fees that you receive fro m products developed using MVA that are
licensed as starting material for the production of a smallpox vaccine.  Please expand your description of this agreement to  state the royalty range (for example,
“low-single-digits,” “high-single-digi ts,” etc.) payable to StMUGV.
5. We note that you have described the materi al terms of the license agreement with
StMUGV, but have not filed the license agre ement as an exhibit.  Please file the
agreement as an exhibit to your Form 10-K, or provide us with a legal analysis as
to why you are not required to file the ag reement as an exhibit pursuant to Item
601(b)(10) of Regulation S-K.

R. Don Elsey
Emergent BioSolutions Inc.
October 29, 2009
Page 3  Item 1A.  Risk Factors

“If we are unable to protect the confidentia lity of our proprietary information and know-
how . . .,” page 64

6. We note that the only intellectual property  protection for BioThrax, other than the
BioThrax trademark, is confidentiality regarding your manuf acturing capability
and specialty know-how, which you protec t, in part, with confidentiality
agreements with your employees, consultants and third parties.  Please provide us
with a supplemental copy of the standard  confidentiality agre ement you enter into
with your employees.  We may have further comment.

Item 5.  Market for Registrant’s Common E quity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
7. We note that you have not provided th e performance graph required by Item
201(e) of Regulation S-K in either your Form 10-K or in your definitive proxy
statement, or in your Annual Report to Sh areholders.  If you have not included the
performance graph in your filed material s, please confirm that you will include
this information in your Form 10-K for th e next fiscal year, or in your 2010 proxy
statement.

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Financial Operations Overview
Revenues, page 80
8. We note your disclosure that in September 2007 and September 2008, you
received two development contracts from the National Institute of Allergy and Infectious Disease, valued at up to  $9.5 million and $30 million, respectively.
Please disclose when and how these amounts will become receivable.
9. Please file the development contracts with NIAID as exhibits to your Form 10-K,
or provide us with a legal analysis as  to why you are not required to file the
agreements as exhibits pursuant to  Item 601(b)(10) of Regulation S-K.

Liquidity and Capital Resources

Contractual Obligations, page 89
10. You note on page 26 that you consider thr ee existing licenses to be material to
your current product portfolio or developm ent pipeline, and they include licenses
with USAMRIID, OETC, and HPA.  Please include in the contractual obligation
table the cash obligations under all material license a nd collaboration agreements.
Where uncertainties prevent making a reas onable estimate of the obligations,

R. Don Elsey
Emergent BioSolutions Inc.
October 29, 2009
Page 4
explain the uncertainties in a note to th e table indicating aggregate license and
milestone payments, their timing, events triggering their payment and expected
effects on financial position, operations and capital resources.  Additionally,
disclose any significant terms in the notes to the financial statements, as required.

Exhibit Index

11. We note that you have described the materi al terms of the following related party
agreements, but have not filed the agreements as exhibits:

• 2009 Marketing Arrangement with an enti ty controlled by family members of
the Chief Executive Officer to market and sell BioThrax; and
• Consulting Arrangement with a memb er of the Company’s Board of
Directors.

Please file these agreements as exhibits to  your Form 10-K, or provide us with a
legal analysis as to why you are not require d to file the agreements as exhibits
pursuant to Item 601(b)(10)(ii)(A) of Regulation S-K.
12. Please identify the member of the compa ny’s Board of Directors with whom the
company entered into a consulting arrange ment, as disclosed on page 118.  Please
refer to Item 404(a)(1) of Regulation S- K.  It does not appear that you are
describing the related party consulting  agreement with The Hauer Group, as you
indicate on page 118 that the company paid approximately $218,000 under the unnamed consulting arrangement at issu e during the year ended December 31,
2008, while you disclose on page 11 of th e definitive proxy statement that the
company paid The Hauer Group approximately $180,000 in 2008 in connection with the Consulting Agreement to which it is a party.

Schedule 14A filed April 3, 2009

Information About Executive And Director Compensation

Compensation Discussion and Analysis
Elements of Executive Compensation, page 17
13. We note your disclosure on page 17 that ad justments to base salary are based in
part upon each executive officer’s individua l performance.  We further note that
the base salaries of your named execu tive officers increased in 2008.  Please
confirm that you will expand your disclosure to discuss the material factors that
the Compensation Committee considered in ad justing base salaries in next year’s
Compensation Discussion and Analysis.

R. Don Elsey
Emergent BioSolutions Inc.
October 29, 2009
Page 5  Employment Agreements, page 23

14. We note that you have described the mate rial terms of the company’s employment
agreement with Dr. Lockhart, but have not filed the employment agreement as an exhibit.  Please file the agreemen t as an exhibit to your Form 10-K.

 Information Relating to Op tion Exercises, page 25

15. We note your disclosure on page 25 regardi ng the exercise of stock options during
the fiscal year ended December 31, 2009 for each named executive officer.  However, your disclosure does not addre ss any vesting of stock during the last
completed fiscal year.  Please advise whether the company had any vesting of
stock.

Form 10-Q for the Fiscal Quarter Ended June 30, 2009

Notes to Consolidated Financial Statements

1.  Summary of significant accounting policies
Note receivable, page 7
 16. Please tell us how you concluded that your  note receivable with PSC was not
impaired as of June 30, 2009, and that it is probable you will co llect all principal
and interest due according to the terms of the contract.  In this regard, specifically
tell us how you considered the following factors identified in your disclosure on
page 14:

• PSC failed to repay the loan by the end of the forbearance period;
• You sought an order requiring PSC to  provide you with possession of the
collateral, as you are not in po ssession of such  collateral; and
• You, along with several other PSC cred itors, filed a peti tion for bankruptcy
against PSC.

* * * *
 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Please furnish a cover letter with your
response that keys your response to our co mments.  Detailed cover letters greatly
facilitate our review.  Please furnish your  letter on EDGAR under the form type label
CORRESP.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that  the filings includes all information required
under the Securities Exchange Act of 1934 and that they have provided all information

R. Don Elsey
Emergent BioSolutions Inc.
October 29, 2009
Page 6  investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 Please contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Mary Mast,
Review Accountant, at (202) 551-3613 if  you have any questions regarding the
processing of your response, as well as any questions regarding comments on the
financial statements and related matters.  Y ou may contact Rose Zukin, Staff Attorney, at
(202) 551-3239 with questions on the remain ing comments.  In this regard, do not
hesitate to contact me, at (202) 551-3679.
        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant