Unassociated Document


     

    

     

    Exhibit
10.37


    Dr Paul
Fischer

    Chief
Executive

    Genvec
Inc

    65 West
Watkins Mill Road

    Gaithersburg

    MD
20878

    


    20th March
2009

    


    Dear Dr
Fischer

    


    Master
Services Agreement between Cobra Biologics Limited (“Cobra”) and GenVec Inc.
(“GenVec”) dated 17 January 2008 (the “MSA”) and Service Schedule under Contract
A393 for TNFerade Process Scale-Up and Validation (“Service Schedule A393” and
together with the MSA, the “Agreement”)

    


    This
letter forms a side agreement to the Agreement which amends some of the terms of
the Agreement until 30 June 2009.  In consideration of the payments
and mutual obligations set out below it is agreed as follows:

     

    
      	
              1.

            	
              GenVec
      will make the following payments to
Cobra:

            


    

     

    
      	
              1.1

            	
              USD
      $700,000 on 20 March 2009;

            


    

     

    
      	
              1.2

            	
              USD
      $600,000 on 20 April 2009; and

            


    

     

    
      	
              1.3

            	
              USD
      $500,000 on 20 May 2009.

            


    

     

    
      	
              2.

            	
              On
      condition that GenVec makes all the above payments, Cobra will accept them
      (together with amounts already paid) in full and final settlement of the
      amounts due to Cobra from GenVec under the Agreement until 30 June
      2009.  For clarity, Cobra agrees that, in accordance with clause
      3 below, Cobra will not perform additional services that incur additional
      costs under the Agreement prior to 1 July
2009.

            


    

     

    
      	
              3.

            	
              GenVec
      confirms that it wishes the Services under the Agreement to be placed on
      hold until 30 June 2009 or until the parties agree
      otherwise.  For the purposes of this letter, “on hold,” means,
      among other things, that no further work will be performed by Cobra, and
      no further third party costs will be incurred by Cobra on behalf of
      GenVec.  GenVec agrees that Cobra has no liability to GenVec for
      any resulting delays and/or added costs for the programme of work as a
      result of placing the Services on
hold.

            


    

     

    
      	
              4.

            	
              GenVec
      may, by not less than 3 days prior written notice to Cobra, terminate the
      Agreement effective on 30 June 2009 on condition that at the same time as
      serving notice GenVec pays to Cobra in cleared funds USD
      $350,000.  If GenVec validly exercises such termination and
      makes the payments under clause 1 above, then no additional payments shall
      be owed by GenVec to Cobra under the Agreement, including any additional
      termination payment under clause 9.2.2 of the MSA on such
      termination.

            


    

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


     

    
      	
              5.

            	
              Any
      other termination of the Agreement at any time will be in accordance with
      the terms of the Agreement.

            


    

     

    
      	
              6.

            	
              If
      GenVec does not terminate the Agreement in accordance with paragraph 4
      above, then the provisions of clause 4 of this letter shall fall away and
      the Agreement shall return to being in force in its un-amended form with
      effect from 1 July 2009 except as provided in this clause 6 and clause 7
      of this letter, or agreed to be varied by the parties in writing, provided
      that, in accordance with clause 1 above no additional services will be
      performed under the Service Schedule until July 1, 2009.  If
      GenVec does not terminate the Agreement in accordance with paragraph 4
      above, then until the parties complete the re-negotiation provided for
      under clause 7 below, GenVec shall be responsible for only the occupancy
      fees of $250,000 per suite per month as specified in the Agreement
      commencing 1 July 2009, until such time as the Agreement is terminated in
      accordance with its terms.

            


    

     

    
      	
              7.

            	
              It
      is the intention of the parties, if GenVec does not wish to terminate the
      Agreement in accordance with paragraph 4 above, that the parties will
      re-negotiate the financial terms and timescales under the Agreement for
      the Services under the programme of work including the payment of new
      Capacity Reservation Fees.

            


    

     

    
      	
              8.

            	
              All
      amounts payable under this letter are exclusive of any applicable sales
      tax which shall be payable in
addition.

            


    

     

    
      	
              9.

            	
              This
      letter shall form part of the Agreement and any terms defined in the
      Agreement shall have the same meanings in this
  letter.

            


    

     

    Two
copies of this letter are enclosed.  We should be grateful if you
would sign and date both copies to confirm your agreement to the above
terms.  One copy should then be returned to us and the other copy
should be retained for your own records.

    


    Yours
faithfully

    


    


    /s/ Simon
Saxby

    For and
on behalf of

    Cobra
Biologics Limited

    


    Name:
Simon
Saxby

    


    Title:
CEO

    


    Date:20 March
2009

    


    On
behalf of GenVec I confirm that GenVec agrees to and accepts the above terms and
variations to the Agreement.

     

     

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      



    /s/ Paul H.
Fischer

    For
and on behalf of

    GenVec
Inc

    


    Name: Paul H. Fischer,
PhD

    


    Title: President &
CEO

    


    Date: 3/20/09