Defense Threat Reduction Agency 8725 John J. Kingman Road, MSC 6201 Fort Belvoir, VA 22060-6201

LETTER CONTRACT HDTRA1-09-C-0046

* Mail sent without an office symbol may be misdirected within DTRA. Please use the most current office symbol assigned. If an office symbol changes during the term of this contract, the contracting officer may advise of this change via letter in lieu of a contract modification.

11.  CONTRACT CLAUSES

52.216-23            EXECUTION AND COMMENCEMENT OF WORK (APR 1984)

The Contractor shall indicate acceptance of this letter contract by signing three copies of the contract and returning them to the Contracting Officer not later than May 7, 2009. Upon acceptance by both parties, the Contractor shall proceed with performance of the work, including purchase of necessary materials.

(End of clause)

52.216-24            LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $2,000,000.00 dollars.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is $2,000,000.00 dollars.

(End of clause)

52.216-26            PAYMENTS OF ALLOWABLE COSTS BEFORE DEFINITIZATION (DEC 2002)

(a) Reimbursement rate. Pending the placing of the definitive contract referred to in this letter contract, the Government will promptly reimburse the Contractor for all allowable costs under this contract at the following rates:

(1) One hundred percent of approved costs representing financing payments to subcontractors under fixed-price subcontracts, provided that the Government’s payments to the Contractor will not exceed 80 percent of the allowable costs of those subcontractors.

(2) One hundred percent of approved costs representing cost-reimbursement subcontracts; provided, that the Government’s payments to the Contractor shall not exceed 85 percent of the allowable costs of those subcontractors.

(3) Eighty-five percent of all other approved costs.

LETTER CONTRACT HDTRA1-09-C-0046

(b) Limitation of reimbursement. To determine the amounts payable to the Contractor under this letter contract, the Contracting Officer shall determine allowable costs in accordance with the applicable cost principles in Part 31 of the Federal Acquisition Regulation (FAR). The total reimbursement made under this paragraph shall not exceed 85 percent of the maximum amount of the Government’s liability, as stated in this contract.

(c) Invoicing. Payments shall be made promptly to the Contractor when requested as work progresses, but (except for small business concerns) not more often than every 2 weeks, in amounts approved by the Contracting Officer. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost incurred by the Contractor in the performance of this contract.

(d) Allowable costs. For the purpose of determining allowable costs, the term “costs” includes—

(1) Those recorded costs that result, at the time of the request for reimbursement, from payment by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(2) When the Contractor is not delinquent in payment of costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for—

(i) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made—

(A) In accordance with the terms and conditions of a subcontract or invoice; and

(B) Ordinarily within 30 days of the submission of the Contractor’s payment request to the Government;

(ii) Materials issued from the Contractor’s stores inventory and placed in the production process for use on the contract;

(iii) Direct labor;

(iv) Direct travel;

(v) Other direct in-house costs; and

(vi) Properly allocable and allowable indirect costs as shown on the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

LETTER CONTRACT HDTRA1-09-C-0046

(3) The amount of financing payments that the Contractor has paid by cash, check, or other forms of payment to subcontractors.

(e) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(f) Audit. At any time before final payment, the Contracting Officer may have the Contractor’s invoices or vouchers and statements of costs audited. Any payment may be (1) reduced by any amounts found by the Contracting Officer not to constitute allowable costs or (2) adjusted for overpayments or underpayments made on preceding invoices or vouchers.

(End of clause)

252 ###-###-#### CONTRACT DEFINITIZATION (OCT 1998)

(a) A Cost-Plus-Fixed Fee contract is contemplated. The Contractor agrees to begin promptly negotiating with the Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the undefinitized contract action, (2) all clauses required by law on the date of execution of the definitive contract action, and (3) any other mutually agreeable clauses, terms, and conditions. The Contractor agrees to submit a Cost-Plus-Fixed Fee proposal and cost or pricing data supporting its proposal.

(b) The schedule for definitizing this contract is as follows:

LETTER CONTRACT HDTRA 1-09-C-0046

(c) If agreement on a definitive contract action to supersede this undefinitized contract action is not reached by the target date in paragraph (b) of this clause, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with subpart 15.4 and part 31 of the FAR, subject to Contractor appeal as provided in the Disputes clause. In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation of Government Liability clause.

(1) After the Contracting Officer’s determination of price or fee, the contract shall be governed by—

(i) All clauses required by the FAR on the date of execution of this undefinitized contract action for either fixed-price or cost-reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);

(ii) All clauses required by law as of the date of the Contracting Officer’s determination; and

(iii) Any other clauses, terms, and conditions mutually agreed upon.

(2) To the extent consistent with paragraph (c)(1) of this clause, all clauses, terms, and conditions included in this undefinitized contract action shall continue in effect, except those that by their nature apply only to an undefinitized contract action.

(d) The definitive contract resulting from this undefinitized contract action will include a negotiated cost/price ceiling in no event to exceed $5,132,400.

(End of clause)

LETTER CONTRACT HDTRA 1-09-C-0046

12. LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS:

252 ###-###-#### LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

List of Documents, Exhibits and Other Attachments

a. Attachments applicable to this contract are identified as follows:

HDTRA1-09-C-0046

Attachment Number 1

AVI BioPharma PMO Platform — H1N1 Countermeasure Development
1 May 2009
Statement of Work for AVI BioPharma Project

Preclinical development of medical countermeasures against the prevailing strains of swine flu based on AVI BioPharma’s proprietary Phosphorodiamidate Morpholino Oligomer backbone.

Task 1: AVI will perform program management including project planning and direction, and management of subcontractors.

Task 2: AVI will analyze the sequence provided and determine appropriate viral targets, recommend lead candidate targets and back-up candidate targets. We expect this task to complete within 1-2 days after the start work and receipt of the viral sequence.

Task 3: AVI will manufacture development (non-GMP) grade material of the lead therapeutic candidate in sufficient quantities for the planned animal tests within 7-11 days.

Task 4: AVI will manufacture development (non-GMP) grade material of the back-up therapeutic candidates in sufficient quantities for the planned animal tests within 7-11 days.

Task 5: AVI will engage a BSL3 laboratory facility to perform an initial test, “Ferret Study 1”, in a ferret model for the lead therapeutic candidate

Task 6: AVI will engage a BSL3 laboratory facility to perform a confirmatory test, “Ferret Study 2”, in a ferret model for the lead therapeutic candidate

Task 7: AVI will engage a BSL3 laboratory facility to perform initial testing, “Mouse Study 1”, in a mouse model for the back-up therapeutic candidates

Task 8: AVI will engage a BSL3 laboratory facility to perform an additional confirmatory test, “Ferret Study 3”, in a ferret model for the lead therapeutic candidate or back-up candidate depending on outcome of the Mouse Study 1

Task 9: If needed, AVI will engage a BSL3 laboratory facility to perform a confirmatory test, “Ferret Study 4”, in a ferret model for the lead therapeutic candidate

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