AMENDED AND RESTATED MARKETING AGREEMENT

Exhibit 10.27

AMENDED AND RESTATED MARKETING AGREEMENT

This Amended and Restated Marketing Agreement (the " Agreement ") is made effective as of the 5 ^th day of November 2008 (the "Effective Date"), by and between Emergent BioDefense Operations Lansing Inc. (formerly known as BioPort Corporation), a Michigan corporation having offices at 3500 N. Martin Luther King, Jr., Blvd., Lansing Michigan 48906 (" Emergent ") and Intergen N.V., a corporation of the Netherlands Antilles, its address being c/o Tarma Trust Management, Castorweg 22-24, Curacao, Netherlands Antilles (" Intergen ") (Emergent and Intergen each a " Party " and collectively the " Parties ").

WHEREAS, Intergen and Emergent entered into an Amended and Restated Marketing Agreement on January 1, 2000, which was amended by Supplement No. 1 on September 15, 2006, and subsequently entered into another Amended and Restated Marketing Agreement dated November 5, 2007 (collectively, the " Prior Agreement ");

WHEREAS, pursuant to the Prior Agreement Intergen agreed to serve as Emergent's representative in certain countries in the Middle East and North Africa with regard to the promotion and sale of BioThrax® (Anthrax Vaccine Adsorbed) and such other vaccines against biological warfare threat agent for which Emergent obtains approval;

WHEREAS, the Prior Agreement expired on the Effective Date;

WHEREAS, Intergen represents that it has made substantial progress in promoting the sale of BioThrax in the Middle East, and, in particular, in Saudi Arabia;

WHEREAS, Emergent acknowledges that the progress that Intergen has made to date in developing a market for BioThrax in the Middle East has been at Intergen's own cost; and

WHEREAS, the Parties desire to extend the relationship established by the Prior Agreement, and amend and restate the Prior Agreement in its entirety, to provide Intergen with the opportunity to consummate the sales on which it has been working;

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be bound agree as follows:

For purposes of this Agreement, the terms listed below shall have the meaning ascribed to them in this Section 1:

"Affiliates," when used with respect to a particular Person, means a Person that, directly or indirectly, controls, is controlled by or is under common control with such particular Person. For purposes of this definition, "control" (including the correlative meanings of the terms "controlled by" and "under common control with") shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting

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securities, by contract or otherwise.

"BioThrax" means BioThrax® (Anthrax Vaccine Adsorbed).

"Confidential Information" means information relating to the business, prospective business, technical processes, finances, price lists, customer lists, employees, facilities, operations, financial condition and results, inventions, improvements, trade secrets, know-how, processes, formulas, methods, assays, data, instrumentation, sales and marketing strategy, standard operating procedures, clinical trials, non-clinical studies, study protocols, investigators' brochures, manufacturing processes, and other technical or scientific information in written, electronic or oral form, whether or not marked as "confidential" or "proprietary." Notwithstanding the above, Confidential Information shall not include (a) information that is now in, or hereafter enters, the public domain through no fault of the receiving party; (b) information that was previously known by the receiving party independently of the disclosing party; (c) information that is independently developed by the receiving party; (d) information that is disclosed with the written approval of the other party; (e) information that is received from a third party without a duty of confidentiality.

"Contract" means any written, legally binding, unconditional and irrevocable commitment to purchase Product, subject only to the condition of delivery of Product, between Emergent and a customer in the Territory, provided that Intergen (a) introduced the customer to Emergent and (b) engaged in meaningful activity that led to the purchase transaction, as reasonably determined by Emergent.

"Contract Value" means the total committed face dollar amount of a Contract, regardless of the duration of such Contract.

"Dollars" and "$." means dollars in the legal tender of the United States of America.

"Emergent" means Emergent BioDefense Operations Lansing Inc. and its Affiliates.

"Malaysian Venture" means the relationship between Emergent and Nine Bio National Institute for Natural Products, Vaccines and Biologicals regarding the joint development and commercialization of biodefense countermeasures and other medical products and the entity or entities formed pursuant to that relationship.

"Net Sales" means the actual amount of the payment to, and funds received by, Emergent for the sale of Product under a Contract (" Gross Sales "), less the following deductions: (a) any discounts actually granted by Emergent; (b) chargebacks, retroactive price reductions or allowances actually allowed or granted; (c) rebates actually paid or credited; (d) amounts actually repaid or credited by reason of rejections, recalls, defects or returns and all reasonable expenses incurred in processing such returns; (e) taxes (such as sales, use, import, or export taxes) actually paid; and (f) freight, insurance and other transportation charges actually incurred; provided however, that the amounts set forth in subsections (e) and (f) shall not exceed in the aggregate seven and one-half percent (7.5%) of Gross Sales; provided, however, that, for purposes of calculating Net Sales of Product sold by the Malaysian Venture to customers in the Territory, Gross Sales shall mean the actual amount of the payment to, and funds received by, Emergent for the sale of Product to the Malaysian Venture (and not the amount of the payment by a customer in the Territory to the Malaysian Venture for the sale of Product under a Contract).

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"Person" means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, lenders, trust companies, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

"Products" means the products set forth on Schedule 1 hereto.

"Reimbursable Out-of-Pocket Expenses" means commissions and fees payable to third-party, non-Affiliate consultants, distributors, agents, and other representatives (including third parties performing FCPA due diligence) retained by Intergen or reasonably required by a customer in the Territory for the execution of a Contract or the consummation of a sale thereunder.

"Term" means November 5, 2008 through and including November 5, 2009, unless earlier terminated pursuant to the terms of the Agreement or extended by operation of the Agreement or by written amendment executed by a duly authorized representative of each Party.

"Territory" means the countries specifically set forth on Schedule 2 hereto; provided, however , that the Territory does not include any country to which export of Products is prohibited by the USG.

"USG" means the United States Government.

2.1      Emergent appoints Intergen to be its non-exclusive marketing representative with regard to the sale and promotion of the Products in the Territory.

2.1.1 Emergent shall have the right to conduct direct sales activity in the Territory and to retain other representatives for the sale and promotion of the Products in the Territory; provided, however , that (1) Emergent shall notify Intergen in advance of the appointment of any such representatives and (2) Intergen and Emergent shall work together to minimize any interference between Intergen and such other sales representatives or any direct sales activity by Emergent.

2.1.2 For the avoidance of doubt, the sale of Products in the Territory by the Malaysian Venture shall be considered for purposes of this Agreement as the sale of Products by Emergent.

2.2      During the Term, Intergen shall provide services to Emergent in accordance with the terms and conditions set out in this Agreement.

2.3      The Parties acknowledge and agree that Intergen shall have the right to, in its sole discretion, hire such employees, engage such consultants and appoint such agents as it deems appropriate to perform its obligations hereunder, at Intergen's cost pursuant to Article 6, below. Intergen further agrees that such consultants, employees or agents shall be bound by the obligations and restrictions set forth in Sections 3.2, 12, and 13, below. Intergen shall be responsible for compliance by its employees, representatives, consultants, and agents with the terms of this Agreement.

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3.1      Throughout the term of this Agreement, Intergen shall perform a variety of marketing and other activities as follows:

3.1.1 Assist Emergent with the promotion and sale of the Products throughout the Territory and assist with inquiries or orders received for Products;

3.1.2 Advise Emergent on advantageous pricing structures for the Products, from time to time;

3.1.3 Safeguard the property, rights, and interests of Emergent and assist Emergent in taking all steps to defend the rights of Emergent;

3.1.4 Assist Emergent with promptly obtaining and maintaining all licenses, permits and authorizations as may be required from time to time in connection with the supply of the Products to the Territory;

3.1.5 Supply customers and potential customers with (i) such literature as may be commercially prudent for the purpose of promoting sales of the Products within the Territory and (ii) catalogs and such other information that are necessary for proper presentation and solicitation of Product sales;

3.1.6 Promptly forward to Emergent a duplicate copy of every communication, letter, opportunity and order relating to the supply of the Products (directly or indirectly) to Persons in the Territory;

3.1.7 Keep Emergent informed from time to time as to the market for the Products in the Territory, the prices at which customers and potential customers are prepared to buy the Products, and use its best efforts to give Emergent notice of any change in the market price structure for the Products;

3.1.8 Take all reasonable and necessary steps to ensure that sales of Products to Persons in the Territory will be used for the internal requirements of the Persons acquiring the Products from Emergent and such Products are not acquired for purposes of resale or other transfer into the private or foreign public sectors;

3.1.9 Take all reasonable and necessary steps to ensure that its sales of Products to Persons in the Territory are under terms and conditions that do not undermine other existing or potential sales of Products outside the Territory; and

3.1.10 Provide periodic reports of its progress to Emergent, including the following:

(a)      an annual marketing plan to be provided on or before February 15 of the first year of the Term and on or before December 31 of each subsequent calendar year during the Term;

(b)      Provide a report of its progress to Emergent on a quarterly basis and at such additional times as is reasonably requested by Emergent. This document shall include, at a minimum, a report of Intergen's progress during the preceding period, a list of all Contracts executed during the preceding period, and a summary of Intergen's planned marketing and

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sales activities for the upcoming period;

(c)       an annual report that summarizes all marketing efforts and sales for each calendar year; and

3.2      Intergen shall perform the above-described obligations in accordance with the highest business standards and with its best efforts, and will not perform any acts that will or may reflect adversely upon the business, integrity, or goodwill of Emergent. Intergen shall not, and shall ensure that its officers, employees and agents do not, make any representation or give any warranty in relation to the Products other than those that are contained in Emergent's then-current package insert, unless authorized by Emergent in advance and in writing. Intergen shall not sell, offer to sell, or offer pricing on Product to any customer directly, nor shall it accept orders or make contracts on behalf of Emergent, without Emergent's prior written authorization. Intergen shall not incur any liability on behalf of Emergent or pledge Emergent's credit.

3.3      Intergen acknowledges and agrees that whenever reasonably possible, Emergent shall have the right to have an Emergent representative present at all customer and prospective customer meetings between Intergen and/or any of its agents and any representatives of any customer or prospective customer in the Territory. To facilitate Emergent’s ability to attend such meetings, Intergen shall provide Emergent with sufficient advance notice of any such meetings to allow the Emergent representative a reasonable opportunity to attend such meetings; provided, however, that when because of exigent circumstances Intergen determines in its reasonable discretion that Emergent’s attendance at any such meeting is not practicable, Intergen will provide Emergent promptly following any such meeting with a report on such meeting.

3.4      Intergen shall provide Emergent with access to all invoices, books, accounts and records relating to Reimbursable Out-of-Pocket Expenses.

Emergent shall:

4.1      Apply for the regulatory approvals and/or waivers necessary to sell Products in the Territory, with Intergen's assistance;

4.2      Supply Intergen, at the expense of Emergent, with (i) such literature as Intergen shall reasonably request from time to time for the purpose of promoting sales of the Products within the Territory, provided that the information requested by Intergen does not contravene applicable regulatory restrictions on the promotion and sale of pharmaceutical products, and (ii) catalogs and such other informati