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
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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