exv10w1






Exhibit 10.1




June 6, 2008




GenVec, Inc.

65 West Watkins Mill Road

Gaithersburg, MD 20878




Ladies and Gentlemen:




     The undersigned (the “Investor”) hereby confirms and agrees with you as follows:



     1. This Purchase Agreement (the “Agreement”) is made as of the date hereof between GenVec,
Inc., a Delaware corporation (the “Company”), and the Investor that is a signatory to this
Agreement.




     2. The Company has authorized the sale and issuance of up to 11,258,279 shares of its common
stock (the “Offered Shares”), par value $0.001 per share (the “Common Stock”), and warrants to
purchase up to 2,251,654 shares of Common Stock (the “Offered Warrants”) (the “Offering”). The
Offered Shares and the Offered Warrants shall be sold together as units, each unit consisting of
one Offered Share and one Offered Warrant (the “Warrant”) to purchase 0.2 of a share of Common
Stock (such units are referred to herein individually as the “Offered Security” and collectively as
the “Offered Securities”). The exercise price of the Warrants is $2.016 per share. The Offering
is being made pursuant to an effective shelf registration statement on Form S-3 (SEC File No.
333-140373).



     3. The Company and the Investor agree that the Offering is being made subject to the execution
by the Company and the Placement Agents of the Placement Agency Agreement, delivery of the free
writing prospectus dated the date hereof, delivery of the base prospectus relating to the Offered
Securities, delivery of the preliminary prospectus dated the date hereof and delivery of additional
offering information, including pricing information. The Company and the Investor agree that the
Investor will purchase from the Company and the Company will issue and sell to the Investor the
number Offered Securities set forth below the Investor’s name on Schedule I hereto, at a purchase
price of $1.51 per share, pursuant to the Terms and Conditions for Purchase of Offered Securities
attached hereto as Annex I and incorporated herein by reference as if fully set forth
herein. The Investor acknowledges that the Offering is not being underwritten by the Placement
Agents and that there is no minimum offering amount. Shares of Common Stock will be credited to
the Investor using customary book-entry procedures. The executed Warrant will be delivered
pursuant to the terms thereof.



     4. The Investor represents that, except as set forth below, (a) it has had no position, office
or other material relationship within the past three years with the Company or persons known to it
to be affiliates of the Company, (b) except as set forth on Schedule II hereto, neither it, nor any
group of which it is a member or to which it is related, beneficially owns (including the right to
acquire or vote) any securities of the Company and (c) it is not a, and it has no direct or
indirect affiliation or association with any, FINRA member as of the date hereof.



     5. The Investor confirms that it has had full access to all filings made by the Company with
the Securities and Exchange Commission, including the registration statement and base prospectus
relating to the Offered Securities, and the documents incorporated by reference therein, and that
it was able to read, review, download and print each such filing.



 









 





     Please confirm that the foregoing correctly sets forth the agreement between us by signing in
the space provided below for that purpose.



	 	 	 	 	 	 	 	 	 
	 

	 	Name of Investor:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 
	AGREED AND ACCEPTED:	 	 
	 
	 	 	 	 
	GENVEC, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 







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SCHEDULE I




SCHEDULE OF INVESTORS







	 	 	 	 	 
	 

	 	Name of Investor:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Name of Individual Representing
Investor:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Title of Individual Representing
Investor:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Telecopier:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	Number of	 	Number of	 	Price Per	 	Aggregate
	Offered Shares	 	Offered Warrants	 	Offered Securities	 	Purchase
	to Be Purchased	 	 to be Purchased 	 	In Dollars 	 	   Price   
	 

	 	 	 	$___
	 	 	$	 








 









 








SCHEDULE II




SCHEDULE OF BENEFICIAL OWNERSHIP




     Please provide the number of securities of GenVec, Inc. that you or your organization will own
immediately after Closing, including those Offered Securities purchased by you or your organization
pursuant to this Purchase Agreement and those securities purchased or acquired by you or your
organization through other transactions and provide the number of securities that you have or your
organization has the right to acquire within 60 days of Closing:



 


 

 









 








ANNEX I




TERMS AND CONDITIONS FOR PURCHASE OF OFFERED SECURITIES




     1. Agreement to Sell and Purchase the Offered Securities; Placement Agent.



     1.1 Upon the terms and subject to the conditions hereinafter set forth, at the Closing (as
defined in Section 2 below), the Company will sell to the Investor, and the Investor will purchase
from the Company, the number of shares of Common Stock and the number of Warrants set forth on
Schedule I of this Agreement below such Investor’s name at the purchase price set forth therein.



     1.2 The Company may enter into agreements similar to this Agreement with certain other
investors (the “Other Investors”) and expects to complete sales of Offered Securities to them.
(The Investor and the Other Investors hereinafter collectively are referred to as the “Investors,”
and this Agreement and the agreements executed by the Other Investors are hereinafter collectively
referred to as the “Agreements”). The Company may accept or reject any one or more Agreements in
its sole discretion.



     1.3 The Company has entered into a Placement Agency Agreement (the “Placement Agency
Agreement”) dated the date hereof with Merriman Curhan Ford & Co. and Boenning & Scattergood, Inc.
in their capacities as Placement Agents for the Offering (together, the “Placement Agents”), and
the Company has agreed to pay the Placement Agents a fee in respect of the sale of the Common Stock
and Warrants.



     2. Delivery of the Shares at Closing. The completion of the purchase and sale of the
Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be
specified by the Company and the Placement Agents, in accordance with Rule 15c6-1 promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



          The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor
shall be subject to the accuracy of the representations and warranties made by the Investor and the
fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing.




          The Investor’s obligation to purchase the Offered Securities shall be subject to the condition
that the Placement Agents shall not have (a) terminated the Placement Agency Agreement pursuant to
the terms thereof or (b) determined that the conditions to closing in the Placement Agency
Agreement have not been satisfied.




          Prior to the Closing, the Investor shall remit by wire transfer the amount of funds equal to
the aggregate purchase price for the Units being purchased by the Investor to an account designated
by the Company and the Placement Agent pursuant to the terms of that certain Escrow Agreement (the
“Escrow Agreement”) dated as of the date hereof, by and among the Company, the Placement Agents and
JPMorgan Chase Bank, N.A. (the “Escrow Agent”). Such funds shall be held in escrow until the
Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the
satisfaction, in the sole judgment of the Placement Agents, of the conditions set forth in the
foregoing paragraph. The Company and the Placement Agents have agreed to indemnify and hold the
Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims
(including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under
the Escrow Agreement or otherwise with respect to the funds held in escrow pursuant hereto or
arising under the Escrow Agreement, unless it is finally determined that such Losses resulted
directly from the willful misconduct or gross negligence of the Escrow Agent. 




 









 








          At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by
the Escrow Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to
the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on
Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex II.




     3. Representations, Warranties and Covenants of the Company. The Company hereby
represents and warrants to, and covenants with, the Investor, as follows:



     3.1 The issuance and sale of each of the Offered Shares and the Offered Warrants have been
duly authorized by the Company, and the Offered Shares, when issued and paid for in accordance with
this Agreement, will be duly and validly issued, fully paid and nonassessable and will not be
subject to preemptive or similar rights. The Warrant Shares have been duly authorized and reserved
for issuance pursuant to the terms of the Offered Warrants, and the Warrant Shares, when issued by
the Company upon valid exercise of the Offered Warrants and payment of the exercise price, will be
duly and validly issued, fully paid and nonassessable and will not be subject to preemptive or
similar rights.



     3.2 This Agreement constitutes a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, subject to the effect of applicable bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and equitable principles of
general applicability.



     4. Representations, Warranties and Covenants of the Investor. The Investor represents
and warrants to the Company as follows:



     4.1 The Investor has received the Company’s base prospectus relating to the Offered
Securities, the free writing prospectus dated the date hereof and the preliminary prospectus
related to the Offering. The Investor acknowledges that the Investor has received certain
additional information regarding the Offering, including pricing information (the “Offering
Information”). Such Offering Information may be provided to the Investor by any means permitted
under the Securities Act of 1933, as amended, including through a prospectus supplement, a free
writing prospectus and oral communications.



     4.2 The Investor has full right, power, authority and capacity to enter into this Agreement
and to consummate the transactions contemplated hereby and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and this Agreement constitutes
a valid and binding obligation of the Investor enforceable against the Investor in accordance with
its terms, subject to the effect of applicable bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and equitable principles of general applicability.



     4.3 The Investor is knowledgeable, sophisticated and experienced in making, and is qualified
to make, decisions with respect to investments in shares representing an investment decision like
that involved in the purchase of the Offered Securities and has, in connection with its decision to
purchase the number of Offered Securities set forth on Schedule I to the Agreement, relied solely
upon the registration statement, the prospectus, the free writing prospectus dated the date hereof
and any amendments or supplements thereto and has not relied upon any information provided by the
Placement Agents.



     4.4 The Investor understands that nothing in the registration statement, the prospectus, the
free writing prospectus dated the date hereof and any amendments or supplements thereto, this
Agreement or any other materials presented to such Investor in connection with the purchase and
sale of the Offered Securities constitutes legal, tax or investment advice. The Investor has
consulted such legal, tax and



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investment advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of Offered Securities.



     4.5 From and after obtaining knowledge of the sale of the Offered Securities contemplated
hereby, the Investor has not engaged in any purchases or sales of the securities of the Company
(including, without limitation, any Short Sales (as defined herein) involving the Company’s
securities), and has not violated its obligations of confidentiality.  The Investor covenants that
it will not engage in any purchases or sales of the securities of the Company (including Short
Sales) or disclose any information about the contemplated offering (other than to its advisors that
are under a legal obligation of confidentiality) prior to the time that the transactions
contemplated by this Agreement are publicly disclosed.  The Investor agrees that it will not use
any of the Units acquired pursuant to this Agreement to cover any short position in the Common
Stock if doing so would be in violation of applicable securities laws.  For purposes hereof, “Short
Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and
indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put
equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements
(including on a total return basis), and sales and other transactions through non-US broker dealers
or foreign regulated brokers.



     5. Survival of Representations, Warranties and Agreements. Notwithstanding any
investigation made by any party to this Agreement, all covenants, agreements, representations and
warranties made by the Company and the Investor herein shall survive the execution of this
Agreement, the delivery to such Investor of the Offered Securities being purchased and the payment
therefor.



     6. Notices. All notices, requests, consents and other communications hereunder shall
be in writing, shall be mailed (A) if within domestic United States, by first-class registered or
certified airmail, or nationally recognized overnight express courier, postage prepaid, or by
facsimile, or (B) if delivered from outside the United States, by International Federal Express or
facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail
domestic, three business days after so mailed, (ii) if delivered by a nationally recognized
overnight carrier, one business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed, (iv) if delivered by facsimile, upon electronic
confirmation of receipt and shall be delivered as addressed as follows: (a) if to the Company, at
the office of the Company, 65 West Watkins Mill Road, Gaithersburg, MD 20878, Attention: Douglas
J. Swirsky, with copies to Hogan & Hartson LLP, 111 S. Calvert Street, Suite 1600, Baltimore, MD
21202, Attention: Asher M. Rubin, Esq.; and (b) if to an Investor, at its address on Schedule I
hereto, or at such other address or addresses as may have been furnished to the Company in writing
by such Investor.



     7. Changes. This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the Investor.



     8. Headings. The headings of the various sections of this Agreement have been
inserted for convenience or reference only and shall not be deemed to be part of this Agreement.



     9. Severability. In case any provision contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired thereby.



     10. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to the principles of
conflicts of law.



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     11. Counterparts; Facsimile. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute one instrument, and shall become effective when one or more counterparts have been
signed by each party hereto and delivered to the other parties. Facsimile signatures shall be as
effective as original signatures.



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Annex II




GENVEC, INC.




INVESTOR QUESTIONNAIRE




     Pursuant to Annex I to the Agreement, please provide us with the following
information:



	 	 	 	 	 
	1.

	 	The exact name that your Shares and Warrants are to be registered
in. You may use a nominee name if appropriate:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	2.

	 	The relationship between the Investor and the registered holder
listed in response to item 1 above:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	3.

	 	The mailing address of the registered holder listed in response to
item 1 above:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	4.

	 	The Social Security Number or Tax Identification Number of the
registered holder listed in the response to item 1 above:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	5.

	 	Name of DTC Participant (broker-dealer at which the account or
accounts to be credited with the Shares are maintained):	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	6.

	 	DTC Participant Number:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	7.

	 	Name of Account at DTC Participant being credited with the Shares:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	8.

	 	Account Number at DTC Participant being credited with the Shares: