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SEC Comment Letter for Emergent BioSolutions Inc. (EBS) (CIK 0001367644) (EBS) — Dec 4, 2009

Emergent BioSolutions Inc. (EBS) (CIK 0001367644)
Date: Dec. 4, 2009 · CIK: 0001367644 · Accession: 0000000000-09-068578

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File numbers found in text: 001-33137

Date
December 4, 2009
Author
Not clearly detected
Form
UPLOAD
Company
Emergent BioSolutions Inc. (EBS) (CIK 0001367644)

Letter

Via Facsimile and U.S. Mail Mail Stop 4720 December 4, 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 File Number: 001-33137

Dear Mr. Elsey:

We have reviewed your November 13, 2009 response to our October 29, 2009 letter and have the following comments. In our comments, we ask you to provide us with information to better understand your disc losure. Where it requests you to revise disclosure, the information you provide should show us what the revised disclosure will look like and identify the annual or quarterly filing, as applicable, in which you intend to first include it. If you do not believe that revised disclosu re is necessary, explain the reason in your response. After reviewi ng the information provided, we may raise additional comments and/or reques t that you amend the above filings.

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

Liquidity and Capital Resources Contractual Obligations, page 89 1. Refer to your response to prior comment ten. We note your response that you do not expect that any (contingent contr actual payments) would have an adverse effect on (your) financial position, operati ons and capital resources because, if payable, (you) expect that the benefits associated with the achievement of the relevant milestones or the achievement of revenue would offset the burden of making the payments. Please note that su ch contractual obligations should be disclosed on a gross basis with out considering the offsetting effect of contingent revenues or cash inflows. Please revise your disclosure to indicate your aggregate contractual license and milestone payments.

R. Don Elsey Emergent BioSolutions Inc. December 4, 2009 Page 2 Schedule 14A filed April 3, 2009

Information About Executive And Director Compensation

Employment Agreements, page 23 2. Please refer to your response to comment 14. You advise us that the agreement with Dr. Lockhart need not be filed as an exhibit to your Form 10-K because it is unexecuted. However, we note that the company is currently using this employment agreement to determine Dr. Lockhart’s executive compensation. Please file this agreement as an exhibit. Since it is nearing th e end of your fiscal year, you may file this agreement as an e xhibit to a Form 8-K, and may note in the periodic report that the exhibit does not constitute a definitive agreement.

* * * *

Please provide us the information request ed within 10 busine ss days or tell us when you will provide us with a response. Pl ease furnish a cover le tter with your response that keys your response to our comments. De tailed cover letters gr eatly facilitate our review. Please furnish your letter on EDGAR under the form type label CORRESP.

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 que stions regarding the first comment. You may contact Rose Zukin, Staff Attorney, at (202) 551-3239 with questions on the second comment. In this regard, do not hesi tate 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

Show Raw Text
Via Facsimile and U.S. Mail
Mail Stop 4720

         December 4, 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
 File Number:  001-33137

Dear Mr. Elsey:

We have reviewed your November 13, 2009 response to our October 29, 2009
letter and have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where it requests you to revise
disclosure, the information you provide should show us what the revised disclosure will
look like and identify the annual or quarterly filing, as applicable, in which you intend to
first include it.  If you do not  believe that revised disclosu re is necessary, explain the
reason in your response.  After reviewi ng the information provided, we may raise
additional comments and/or reques t that you amend the above filings.

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

Liquidity and Capital Resources
Contractual Obligations, page 89
1. Refer to your response to prior comment  ten.  We note your response that you do
not expect that any (contingent contr actual payments) would have an adverse
effect on (your) financial position, operati ons and capital resources because, if
payable, (you) expect that the benefits associated with the achievement of the
relevant milestones or the achievement of  revenue would offset the burden of
making the payments.  Please note that su ch contractual obligations should be
disclosed on a gross basis with out considering the offsetting effect of contingent revenues or cash inflows.  Please revise your  disclosure to indicate your aggregate
contractual license and milestone payments.

R. Don Elsey
Emergent BioSolutions Inc. December 4, 2009 Page 2
Schedule 14A filed April 3, 2009

Information About Executive And Director Compensation

Employment Agreements, page 23
2. Please refer to your response to comment 14.  You advise us that the agreement
with Dr. Lockhart need not be filed as an  exhibit to your Form 10-K because it is
unexecuted.  However, we note that the company is currently using this employment agreement to determine Dr. Lockhart’s executive compensation.  Please file this agreement as an exhibit.  Since it is nearing th e end of your fiscal
year, you may file this agreement as an e xhibit to a Form 8-K, and may note in
the periodic report that the exhibit does not constitute a definitive agreement.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

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 que stions regarding the first comment.  You
may contact Rose Zukin, Staff Attorney, at  (202) 551-3239 with questions on the second
comment.  In this regard, do not hesi tate 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