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SEC Comment Letter for Emergent BioSolutions Inc. (EBS) (CIK 0001367644) (EBS) — Dec 16, 2014

Emergent BioSolutions Inc. (EBS) (CIK 0001367644)
Date: Dec. 16, 2014 · CIK: 0001367644 · Accession: 0000000000-14-064898

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Document Type
Confidence
SEC Posture
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Summary

Reasoning

File numbers found in text: 001-33137

Date
December 16, 2014
Author
/s/ Jim B. Rosenberg
Form
UPLOAD
Company
Emergent BioSolutions Inc. (EBS) (CIK 0001367644)

Letter

December 16, 2014 Via E -mail Robert G. Kramer Chief Financial Officer Emergent BioSolutions, Inc. 2273 Research Boulevard Suite 400 Rockville, MD 20850

Re: Emergent BioSolutions, Inc. Form 10-K for the Fiscal Year Ended December 31 , 2013 Filed March 10 , 2014 Form 10 -Q for the Quarterly Period Ended September 30, 2014 Filed November 10, 2014 File No. 001-33137

Dear M r. Kramer :

We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document s. In our comment s, we ask that you provide us information so we may better understand your disclosure s.

Please respond to this letter within 10 business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe a comment appl ies to your facts and circumstances, please tell us why in you r response. Please furnish us a letter on EDGAR under the form type label CORRESP that keys your response s to our commen ts.

After reviewing the information provided, we may raise additional comments and/or request that you amend your filing.

Form 10 -K for the Fiscal Year Ended December 31, 2014 Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Operations Overview Research and Development Expenses

1. Please tell us why you believe classifying legal costs of pursuing patent protection of your intellectual property as research and development complies with ASC 730 -10-55-2i.

Robert G. Kramer Emergent BioSolutions, Inc. December 16, 2014 Page 2

Form 10 -Q for the Quarterly Period Ended September 30, 2014 Management’s Discussion and Analysis of Financial Condition and Results of Operations Contractual Obligations

2. Please provide us proposed disclosure to be included in future filings to include the interest in connection with the convertible debt in the contractual ob ligations table.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made.

In responding to our comment s, please provide a written statement from the company acknowledging that:  the company is responsible for the adequacy and accuracy of the disclosure in the filing s;  staff comments or chan ges to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing s; and  the company may not assert staff comments as a defense in any proceeding initia ted by the Commission or any person under the federal securities laws of the United States.

You may contact Scott Wuenschell , Staff Accountant, at (202) 551 -3467 or Joel Parker , Accounting Branch Chief, at (202) 551 -3651 if you have any questions regarding the comm ent. In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,
/s/ Jim B. Rosenberg

Show Raw Text
December 16, 2014

Via E -mail
Robert G. Kramer
Chief Financial Officer
Emergent BioSolutions, Inc.
2273 Research Boulevard
Suite 400
Rockville, MD 20850

Re: Emergent BioSolutions, Inc.
   Form 10-K for the Fiscal Year Ended December 31 , 2013
   Filed March 10 , 2014
   Form 10 -Q for the Quarterly Period Ended September 30, 2014
   Filed November 10, 2014
File No. 001-33137

Dear M r. Kramer :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document s.  In our comment s, we
ask that you provide us information so we may better understand your disclosure s.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe  a comment appl ies to your facts and circumstances, please tell us why in you r
response.   Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response s to our commen ts.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Form 10 -K for the Fiscal Year Ended December 31, 2014
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Operations Overview
Research and Development Expenses

1. Please tell us why you believe classifying legal costs of pursuing patent protection of
your intellectual property as research and development complies with ASC 730 -10-55-2i.

Robert G. Kramer
Emergent BioSolutions, Inc.
December 16, 2014
Page 2

 Form 10 -Q for the Quarterly Period Ended September 30, 2014
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations

2. Please provide us proposed disclosure to be included in future filings to include the
interest in connection with the convertible debt in the contractual ob ligations table.

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comment s, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;
 staff comments or chan ges to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and
 the company may not assert staff comments as a defense in any proceeding initia ted by
the Commission or any person  under the federal securities laws of the United States.

You may contact Scott Wuenschell , Staff Accountant, at (202) 551 -3467  or Joel Parker ,
Accounting Branch Chief, at (202) 551 -3651 if you have any questions regarding the comm ent.
In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant