**Exhibit
        10.26**
   Cobra
  **DATED**       **2007**
 
 **GENVEC,
        INC.**
 
 and
 
 **COBRA
        BIOLOGICS LIMITED**
 _____________________________________
 
 **MASTER
        SERVICES AGREEMENT**
 
 **Number:
        [** ***GenVec
        001*** **]**
 
 _____________________________________
 
 *December
        21, 2007*
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
  1
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 **CONTENTS**
 
 Section1
              Definitions
                  and Interpretations
              42
              Services
              73
              GenVec
                  Materials
              104
              Capacity
                  Reservation & Associated Fees
              115
              Delivery
                  & Retention of Deliverables
              116
              Compensation
                  & Payment
              127
              Defective
                  Services or Deliverables
              138
              Services
                  Involving the Release of Materials Processed by Third
                  Parties
              149
              Term
                  & Termination
              1410
              Confidentiality
              1711
              Rights
                  in Data and Intellectual Property
              1812
              Warranties
              1913
              Indemnification
              2014
              Insurance
              2115
              Limitations
                  of Warranties and Liabilities
              2216
              Regulatory
                  Matters
              2317
              Notices
              2318
              Force
                  Majeure
              2319
              Restriction
                  on Hiring Cobra Personnel
              2420
              Records,
                  Access to Facility and Audits
              2421
              Miscellaneous
              25
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
  2
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 **THIS
        MASTER SERVICES AGREEMENT** (this
“ **Agreement** ”),
        effective as of December 21, 2007 (the “ **Effective
        Date** ”),
        is by
        and between:
  **GENVEC,
        INC.** ,
        a
        Delaware corporation, having its principal place of business at 65 West Watkins
        Mill Road, Gaithersburg, MD 20878 (“ **GenVec** ”),
        and
  **COBRA
        BIOLOGICS LIMITED** ,
        a
        corporation registered in England and Wales (Company Number 02710654) and
        a
        wholly owned subsidiary of Cobra Biomanufacturing Plc., having its principal
        place of business at The Stephenson Building, The Science Park, Keele,
        Staffordshire, ST5 5SP (“ **Cobra** ”).
  **BACKGROUND**
  GenVec
        is
        engaged in the research, development and clinical testing of pharmaceutical
        or
        biological products and requires from time to time the provision of certain
        services in respect of the production of its products.
  Cobra
        provides contract research and development and technical consultancy services
        relating to the processing, development, scale-up and the generation of
        pharmaceutical and biological products.
  GenVec
        desires that Cobra provide it with certain such consultancy and related
        services, as described below, and Cobra desires to do so, on the terms and
        conditions set forth below.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **WHEREFORE,
        THE PARTIES AGREE AS FOLLOWS.**
  **AGREEMENT**
  **1.**  **Definitions** **and Interpretation** **s** . For
        purposes of this Agreement, the following definitions shall apply, and the
        terms
        defined herein in plural shall include the singular and vice-versa: In these
        conditions the following words have the following meanings:
  **1.1.**  **Definitions** .
  **Affiliate**
              
              With
                  respect to any person or entity, any other person or entity which
                  directly
                  or indirectly controls, is controlled by or is under common control
                  with
                  such person or entity.**cGMP**
              
              Current
                  Good Manufacturing Practices regulations and guidelines applicable
                  to the
                  manufacture of pharmaceuticals and biologics intended for use in
                  clinical
                  trials in the United States and/or the European Union, including
                  those
                  described in the U.S. Food, Drug & Cosmetics Act (21 U.S.C. Section
                  301 *et* *seq.*) and regulations promulgated
                  thereunder, and in ICH guide Q7a “ICH Good Manufacturing Practice Guide
                  for Active Pharmaceutical Ingredients,” as applied to investigational
                  drugs (Section 19).**Capacity
                  Reservation Fee**
              
              As
                  defined in Section 4.1.**Claims**
              
              As
                  defined in Section 13.1.**Cobra
                  Materials**
              
              As
                  defined in Section 2.4.**Committed
                  Costs**
              
              Any
                  costs incurred or committed to by Cobra in advance of the provision
                  of
                  Deliverables which cannot be cancelled or offset through reasonable
                  commercial efforts, including the procurement of materials, equipment,
                  maintenance and subcontract services, but excluding the costs of
                  Facility
                  modifications and associated capital equipment.**Confidential
                  Information**
              
              As
                  defined in Section 10.1.
 **GenVec
                    Materials**
                
                Any
                    products, DNA, protein, cell lines, cell banks, virus, biological
                    matter,
                    equipment or other tangible materials that are supplied by GenVec
                    to Cobra
                    for use in performing the
                    Services.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **GenVec
                  Property**
              
              As
                  defined in Section 11.2.**Data**
              
              Any
                  data, documentation or records resulting from or related to the
                  performance of the Services.**Debarred
                  Entity**or**Debarred Individual**
              
              An
                  entity or individual, as applicable, that has been debarred by
                  the United
                  States Food and Drug Administration (“**FDA**”)
                  pursuant to 21 U.S.C. §335(a) or (b).**Defect**or**Defective**
              
              With
                  respect to Deliverables: Deliverables that, at the time of Delivery,
                  fail
                  to meet any purchase criteria, Specifications or other requirements
                  provided in a Service Schedule or otherwise agreed to by the
                  parties.
                With
                  respect to Services: Services that fail to comply with Section
                  2.3 or any
                  other requirements expressly provided therefor in a Service
                  Schedule.**Deliverables**
              
              All
                  reports and materials that Cobra is to provide to GenVec pursuant
                  to a
                  Service Schedule.**Delivery**
              
              The
                  Shipper’s collection of Deliverables from Cobra’s facility.**Disclosing
                  Party**
              
              As
                  defined in Section 10.1.**Facility**
              
              As
                  defined in Section 2.4.**First
                  Reserved Date**
              
              As
                  defined in Section 4.1.**Intellectual
                  Property (“IP”)**
              
              All
                  inventions, processes, improvements, patents, trade marks, trade
                  names and
                  copyrights (whether or not registered or capable of being registered),
                  logos, know-how, trade secrets, Confidential Information and any
                  other
                  similar rights subsisting anywhere in the world, and all rights
                  to apply
                  for, and applications for, registered protection of the
                  foregoing.
  Confidential
  *
          The
          asterisk denotes that confidential portions of this exhibit have been omitted
          in
          reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
          portions have been submitted separately to the Securities and Exchange
          Commission.
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 **Pre-existing
                  IP**
              
              As
                  defined in Section 11.1.**Price**
              
              The
                  total charges for Services to be performed pursuant to a Service
                  Schedule.**Processed
                  Materials**
              
              As
                  defined in Section 8.1.**Project
                  Manager**
              
              As
                  defined in Section 2.6.**New
                  IP**
              
              As
                  defined in Section 11.1.**Qualified
                  Person**
              
              As
                  defined in Section 8.1.**Recipient**
              
              As
                  defined in Section 10.1.**Reserved
                  Slot**
              
              As
                  defined in Section 4.1.**Services**
              
              All
                  work to be performed by Cobra for GenVec under this Agreement and
                  all
                  Service Schedules.**Service
                  Schedule**
              
              A
                  written statement describing the Services to be performed with
                  respect to
                  a given project, the Price of such Services and any other terms
                  relevant
                  to such Services, which has been agreed upon and signed by both
                  parties,
                  as such statement may be modified from time to time upon the written
                  agreement of the parties.**Shipper**
              
              As
                  defined in Section 5.2.**Shortage**
              
              As
                  defined in Section 7.1.**Specifications**
              
              The
                  specifications, standards, limits, criteria and other requirements
                  (if
                  any) provided in a Service Schedule or otherwise agreed to by the
                  parties
                  to which Deliverables should conform.**Working
                  Day**
              
              Any
                  day other than a Saturday, Sunday or English public
                  holiday.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **1.2.**  **Interpretations** .
  1.2.1.  Any
        reference in this Agreement to a “Article”, “Section,” “subsection” or
“Schedule” is to an article, section, subsection or schedule of this
        Agreement.
  1.2.2.  Any
        phrase introduced by the terms "including," "include" or any similar expression
        shall be construed as illustrative and shall not limit the sense of the words
        preceding such
        phrase.
  **2.**  **Services**
  **2.1.**  **Service
        Schedules** .
  2.1.1.  Formation .
        This
        Agreement shall govern the relationship between Cobra and GenVec. Services
        to be
        performed hereunder shall be described in detail in a document (which may
        be
        titled a “Service Proposal”) that, once signed by both parties, shall be deemed
        to be a Service Schedule that is part of this Agreement. Cobra shall be
        obligated to perform those services that are described in a Service Schedule,
        as
        well as any agreed incidental service, function or responsibility not
        specifically described in a Service Schedule, but that is commercially
        reasonable and required for the proper performance and provision of such
        services, functions and responsibilities. With the prior agreement of both
        parties, those services not agreed as incidental will be carried out under
        an
        additional or amended Service Schedule executed by both parties in advance
        of
        such services being provided, in accordance with the provisions of Section
        2.5
        below.
  2.1.2.  Effect .
        Each
        Service Schedule, along with this Agreement, shall be deemed (a) the entire
        agreement between the parties with respect to the Services described in such
        Service Schedule, and (b) separate and distinct from any other Service
        Schedule combined with this Agreement.
  2.1.3.  Conflicts .
        To the
        extent the terms of any Service Schedule conflict with other terms of this
        Agreement, such other terms of this Agreement shall control, unless the Service
        Schedule expressly provides otherwise. No purchase order issued by GenVec
        shall
        modify or amend any terms of a Service Schedule or this Agreement.
  **2.2.** **Subcontracting**.
          Cobra shall not sub-contract any Services to a third party without GenVec’s
          prior written consent, which shall not be unreasonably withheld. Cobra
          shall
          ensure that any permitted subcontractor has been bound, in writing, to
          obligations of confidentiality and non-use of GenVec’s Confidential Information
          that are at least as restrictive as those provided in Sections 10.1 - 10.5,
          prior to disclosing any such information to the subcontractor. Where the
          subcontractor has been selected by Cobra and/or Cobra is directing the
          subcontracted activities, Cobra shall be responsible for each permitted
          subcontractor’s performance hereunder (including, without limitation, any breach
          of this Agreement by such subcontractor), as if Cobra were itself performing
          such activities.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **2.3.**  **Performance
        Standards** .
        Cobra
        shall perform the Services and deliver the Deliverables pursuant to the Service
        Schedule and in accordance with the Specifications, applicable laws, cGMPs
        and
        the terms of this Agreement. Cobra will carry out work in accordance with
        the
        Service Schedule, but cannot guarantee the outcome of development Services
        and
        in the case of cGMP Deliverables, cannot guarantee the outcome of such cGMP
        deliverables and related Services until such time as both parties have agreed
        *.
  **2.4.**  **Facility;
        Resources.**  Unless
        otherwise set forth in a Service Schedule, Cobra shall perform the Services
        at
        Cobra’s manufacturing facility identified in the Service Schedule (the
“ **Facility** ”).
        Cobra
        may not change the Facility without GenVec’s prior written consent. Cobra will
        ensure that the Facility has sufficient qualified personnel, production
        capacity, manufacturing resources, and quality systems necessary to properly
        perform the Services in accordance with this Agreement and that the Facility
        is
        operated in compliance with cGMPs and all applicable laws for such period
        as
        there are executed Service Schedules requiring the use of the Facility. Except
        to the extent otherwise provided in a Service Schedule or in any schedule
        of
        items to be supplied by GenVec (“GenVec Materials”), which can be added as an
        appendix to the Agreement with the written consent of both parties, Cobra
        shall
        obtain and maintain in the Facility sufficient dedicated equipment and other
        associated resources necessary to perform the Services (“ **Cobra
        Materials** ”).
        for
        such period as there are executed Service Schedules requiring the use of
        the
        Facility. Cobra shall only obtain Cobra Materials from reputable and verified
        suppliers, shall inspect and test such Cobra Materials, as appropriate, prior
        to
        engaging in any Services therewith, and shall establish a source of supply
        for
        all Cobra Materials sufficient to ensure Cobra’s ability to fulfill its
        obligations hereunder in a timely and cost-efficient manner. Cobra shall
        use
        commercially reasonable efforts to procure all Cobra Materials at the lowest
        prices reasonably available, consistent with such matters as security and
        sources of supply, quality of product, volume requirements, terms and conditions
        of supply and the Services Schedule. In no event shall Cobra use GenVec
        Materials either for itself or for third parties without the express, written
        consent of GenVec.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **2.5.**  **Changed
        Services**
  2.5.1.  Must
        be Agreed in Writing .
        No
        changes to a Service Schedule, Services thereunder or the Price of Services
        shall be implemented unless and until the parties have agreed on such change,
        in
        writing, signed by a person authorized to bind the respective party, through
        a
        written change order (a “ **Variation** ”)
        or an
        amendment to the Service Schedule.
  2.5.2.  Either
        Party May Request .
        Either
        party may request that changes be made to a given Service Schedule. If manifest
        changes are requested, then to the extent possible, Cobra shall provide GenVec
        with a written statement that describes in detail the proposed changes, any
        anticipated change in Price resulting therefrom and any other relevant facts
        that Cobra believes GenVec may reasonably require. Cobra shall implement
        such
        changes when and if the parties agree upon them, in writing.
  2.5.3.  Required
        Changes .
        If
        either party requests a change to a Service Schedule or Services thereunder
        that
        (a) the requesting party reasonably deems to be necessary in light of any
        Data, or (b) are required as a result of any changes in applicable laws,
        regulations (including those governing cGMP and good laboratory practices),
        safety requirements, best practices or manufacturing requirements, and the
        other
        party does not agree to such changes within 30 days of the request, the
        requesting party shall have the right to terminate this Agreement upon written
        notice to the other party, subject to the provisions of Section 9.3. Prior
        to
        the giving of any notice of change hereunder by Cobra, Cobra shall provide
        a
        written good-faith estimate of the costs of such change, and any change in
        price
        caused by such change shall be based on such costs, to which Cobra may add
        a
        commercially reasonable margin.
  **2.6.**  **Project
        Management** .
        Within **20** days
        from the Effective Date, each party shall designate in writing one person
        to be
        that party’s project manager (“ **Project
        Manager** ”)
        for
        issues associated with the Services and the performance of this Agreement.
        Each
        party my substitute or replace its Project Manager at any time by providing
        written notice to the other party. Each party shall make its Project Manager
        available for status meetings, telephone consultation, and otherwise as
        reasonably required to facilitate the performance of the Services in accordance
        with this Agreement. The Project Managers shall meet as needed to discuss
        (i)
        Cobra’s performance of the Services, (ii) action items from previous meetings to
        ensure completion of outstanding issues; and (iii) any personnel-related
        issues
        that affect the Services. The Project Managers shall also meet on a [quarterly]
        basis for business review meetings to discuss the status of the project and
        the
        performance of the Services. The Project Manager for Cobra (including any
        replacements thereof) shall have the requisite skills and experience to
        facilitate the performance of the Services in accordance with this Agreement.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **3.**  **GenVec
        Materials**
  **3.1.**  **Provision
        of Materials** .
        GenVec
        shall use commercially reasonable efforts to timely provide Cobra with any
        and
        all GenVec Materials described in the relevant Service Schedule or in the
        attached schedule of GenVec Materials. In the event that GenVec does not
        supply
        GenVec Materials on a timely basis, the agreed timelines for the program
        may be
        reasonably extended (e.g., by the same amount of time as the amount of the
        delay), unless such extension is not warranted under the circumstances.
  **3.2.**  **Instructions** .
        GenVec
        shall provide Cobra with all relevant instructions and information concerning
        the storage and handling of GenVec Materials, including all relevant health
        and
        safety information, (a) prior to delivery of such materials to Cobra or
        (b) where such information involves non standard and/or special
        requirements, at least 10 Working Days prior to delivery of such materials
        to
        Cobra.
  **3.3.**  **Ownership
        and Use** .
        GenVec
        Materials shall be and shall remain the property of GenVec. Cobra shall not
        use
        GenVec Materials for any purpose other than the provision of Services, without
        GenVec’s written consent, and shall not transfer or permit the transfer of any
        GenVec Materials to any third party, other than permitted sub-contractors
        in
        accordance with Section 2.2. Cobra shall limit access to GenVec Materials
        to
        employees and/or sub-contractors of Cobra who have a need to access such
        materials in connection with the provision of Services. Cobra shall not place
        a
        lien or security interest on, or otherwise encumber the GenVec Materials.
        Cobra
        shall conduct such preventative and other maintenance as is deemed commercially
        reasonable by Cobra or is agreed to in writing by Cobra and GenVec.
  **3.4.**  **Lost
        or Damaged Materials** .
        Cobra
        shall take reasonable measures to protect GenVec Materials from destruction,
        theft or loss while in the possession and/or control of Cobra. Cobra will
        have
        the risk of loss or damage to the GenVec Materials while in the possession
        of
        Cobra. In the event of loss or damage to the GenVec Materials during such
        period, Cobra will immediately notify GenVec. * Section 14 details the
        responsibilities of both parties with respect to insuring GenVec Materials.
        Cobra shall inspect, test, store, handle, and process the GenVec Materials
        in
        compliance with Specifications, cGMPs and all other applicable laws and upon
        receipt of GenVec Materials, Cobra will promptly inspect and evaluate the
        GenVec
        Materials to confirm compliance with the specifications therefor * and in
        accordance with a certification and/or inspection process agreed to in advance
        by both Cobra and GenVec.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **4.**  **Capacity
        Reservation** **and Associated Fees**
  **4.1.**  **Capacity
        Reservation and Fee** .
        A
        Service Schedule may provide for Cobra to reserve capacity and resources
        at its
        Facility for non-GMP R&D services and GMP production slots (each, a
“Reserved Slot”), on particular consecutive dates (the first of which is
        referred to below as the “ **First
        Reserved Date** ”),
        during which Cobra will perform relevant Services. In such a case, the Service
        Schedule shall require that GenVec pay, prior to the commencement of Services
        thereunder, a specified non refundable fee (a “ **Capacity
        Reservation Fee** ”),
        as
        additional consideration for services under the Service Schedule, such fee
        to be
        related to such reservation, as detailed in the Service Schedule, and which
        shall be creditable against future Services to be performed under the Service
        Schedule, but shall not be refundable except as expressly provided herein.
        *.
  **4.2.**  **Changes
        to Reserved Slots.** If
        GenVec makes a written request to change a Reserved Slot, Cobra shall use
        commercially reasonable efforts to accommodate the request, subject to
        availability of an appropriate Reserved Slot. *.
  **4.3.**  **Cancellation
        of Reserved Slots** .
  *
  **4.4.**  **Exceptions.** *.
  **5.**  **Delivery
        and Retention of Deliverables**
  **5.1.**  **Timing** .
        Cobra
        shall use commercially reasonable efforts to have the Deliverables ready
        and
        available for pickup by the Shipper on the dates specified in the relevant
        Service Schedule. However, such dates are not guaranteed. Cobra shall notify
        GenVec when Deliverables are available for collection and shall promptly
        inform
        GenVec of any delay in such availability.
  **5.2.**  **Manner
        of Delivery** .
        Unless
        the parties agree otherwise in writing, (a) all Deliverables shall be made
        available, at the Facility, for loading by a common carrier agreed upon by
        the
        parties (the “ **Shipper** ”)
        and
        shipment to GenVec or its designee, and (b) shipments shall be *. The
        Deliverables shall be collected within * of Cobra’s notice to GenVec of their
        availability (where deliverables require release prior to use, the Deliverables
        will not be considered available until such time as the release is complete),
        during regular business hours, at a date and time agreed by the parties,
        in
        advance. If the Deliverables are not collected within the *, then Cobra will,
        at
        the request of GenVec (a) dispatch Deliverables to GenVec, for a fee equal
        * or
        (b) retain the Deliverables at the facility, for a fee equal to *, until
        the
        Deliverables have been collected.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **5.3.**  **Retention
        of Deliverables or GenVec Materials** .
        If
        GenVec wishes Cobra to retain at its facility (a) GenVec Materials or samples
        of
        Deliverables over and above those Cobra is required by law or regulation
        to
        retain, or (b) Deliverables that are available for collection by the Shipper,
        such retention shall be subject to the parties’ agreement to such retention, in
        additional consideration for the services provided under the relevant Service
        Schedule, a fee equal to * will be payable by GenVec. GenVec will be responsible
        for the insurance of such Deliverables as detailed in Section 14.
  **6.**  **Compensation
        and Payment**
  **6.1.**  **Prices
        of Services** .
        The
        Prices of Services to be performed pursuant to a given Service Schedule shall
        be
        as provided in such Service Schedule.
  **6.2.**  **Taxes** .
        Prices
        are exclusive of any applicable VAT and/or other sales/transaction taxes,
        for
        which GenVec shall additionally be liable and as such Cobra reserves the
        right
        to charge GenVec for any such VAT and/or other sales/transaction taxes.
  **6.3.**  **Other
        Costs** .
        Unless
        provided otherwise in a Service Schedule, any costs of shipping, consumables,
        insurance or importation of Deliverables and GenVec Materials, raw materials
        or
        of packaging materials, * shall be added by Cobra from time to time to give
        a
        total amount, and in additional consideration for services under the Service
        Schedule a fee equal to the total amount shall be charged to GenVec separately.
  **6.4.**  **Travel
        Expenses** .
        GenVec
        shall reimburse Cobra for all reasonable, necessary and documented travel
        and
        accommodation expenses involved in the provision of Services, to the extent
        such
        expenses are agreed upon by the parties, in writing and are consistent with
        GenVec’s travel reimbursement policy (a copy of which has been provided to
        Cobra), provided that such request for expenses conforms to and complies
        with
        the then-applicable Travel and Expense Reimbursement Policy of .GenVec.
  **6.5.**  **Timing
        of Payments** .
        Capacity Reservation Fees shall be due * after the parties’ execution of the
        Service Schedule to which such fees relate and GenVec’s receipt of invoice, and
        in any case prior to Cobra’s making a firm reservation of capacity for the
        relevant Services. The balance of the Price of Services shall be payable
        within
        * of GenVec’s receipt of applicable invoice. Timing of invoicing shall be as
        provided in the relevant Service Schedule.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
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  **6.6.**  **Late
        Payments.** Payments
        shall be deemed to be made only when Cobra has received cash or cleared funds
        covering the amounts due. If GenVec fails to make any payment in full on
        its due
        date, Cobra shall charge GenVec interest on the unpaid balance at the rate
        of *.
        In the event that the invoice is queried within * of receipt, Cobra will
        not
        apply this charge until * after such time as the query has been resolved.
        Both
        parties agree to act in good faith and act reasonably to resolve all queries
        promptly.
  **7.**  **Defective
        Services or Deliverables**
  **7.1.**  **Acceptance
        and Rejection** .
  7.1.1
              GenVec
                  shall have * following GenVec’s receipt of Deliverables, (i) to accept
                  them (ii) to notify Cobra, in writing that the Deliverables do
                  not meet
                  the warranties set forth in Article 12, cGMPs or the agreed Specifications
                  (in each case, “**Defective**”)
                  and/or (iii) to notify Cobra, in writing, that Deliverables due
                  to GenVec
                  are missing from the shipment (a “**Shortage**”).Upon
                  request by Cobra, GenVec shall return to Cobra, at Cobra’s expense, any
                  Deliverables rejected hereunder as defective, unless it would not
                  be
                  reasonably possible to do so.Failure
                  to notify Cobra of a Defect or Shortage within such * period *,
                  or to
                  return rejected Deliverables, upon request by Cobra, as required
                  under
                  this Section 7.1, shall be deemed an acceptance of the relevant
                  Deliverables and/or Services. The criteria for testing that Deliverables
                  are not Defective will be agreed to in advance in writing by both
                  Cobra
                  and GenVec.
  7.1.2
              If
                  GenVec cannot determine that the Deliverables are Defective within
                  the *
                  period described above through reasonable testing at the date of
                  delivery
                  (a “**Latent
                  Defect**”),
                  then GenVec shall be entitled to notify Cobra of the Latent Defect
                  within
                  * of the discovery thereof. Following such notification and upon
                  request
                  by Cobra, GenVec shall return to Cobra, at Cobra’s expense, any
                  Deliverables rejected under this Section 7.1.2 as Defective, unless
                  it
                  would not be reasonably possible to do so. Latent Defects shall
                  only be
                  those Defects that are the result of a cause assignable to the
                  fault of
                  Cobra, *.
  **7.2.**  **Disputes
        Regarding Defects** .
        In the
        event of a dispute over whether Deliverables are Defective, the parties shall
        provide a representative sample of such Deliverables to an agreed upon,
        independent testing laboratory, for analysis and a final, binding determination
        of whether the Deliverables are Defective and the cause thereof. The party
        that
        the determination disfavors shall bear the costs of the analysis.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
  13
  Cobra
  **7.3.**  **Remedies
        for Defective Deliverables/Services** .
        With
        respect to (a) any Deliverables timely rejected pursuant to Section 7.1.1,
        or
        rejected pursuant to 7.1.2. and, in each case, determined by Cobra or an
        independent laboratory, pursuant to Section 7.2, to be Defective, and (b)
        any
        Shortages, Cobra shall, with the agreement of GenVec, *, at no additional
        charge
        to GenVec, at which time the Deliverables shall be subject to further acceptance
        testing by GenVec.
  **7.4.**  **GenVec’s
        Sole of Remedy** .
        The
        remedy provided in Section 7 shall be GenVec’s sole remedy for the Delivery of
        Defective Deliverables or the performance of Defective Services hereunder.
  **8.**  **Services
        Involving the Release of Materials Processed by Third Parties.**
  **8.1.**  **Access
        and Assistance to Qualified Person** .
        This
        Article 8 applies to Services involving the release by Cobra, through a **Qualified
        Person** (as that
        term is defined in Article
        48 of Directive 2001/83/EC), of
        materials that have been processed, in whole or in part, by a third party
        (“ **Processed
        Materials** ”).
        In
        any such case, GenVec,
        at its own cost, shall (a) ensure that the Qualified Person is named on any
        relevant marketing authorization and shall (a) provide the Qualified Person
        with
        unrestricted access to GenVec’s premises, personnel, procedures, documentation
        and information (including any dossiers upon which marketing authorizations
        have
        been granted, together with any variations affecting such approvals) relevant
        to
        or associated with such product and (b) provide the Qualified Person with
        such assistance as is reasonably requested by the Qualified Person from time
        to
        time.
  **8.2.**  **Replacement
        of Qualified Person** .
        Where a
        Qualified Person named in the Service Schedule is no longer able to perform
        the
        Services, GenVec shall, at Cobra’s cost, provide Cobra with such assistance as
        is necessary and/or desirable to have an alternative Qualified Person named
        on
        any relevant marketing authorization.
  **8.3.**  **Limitation
        on Liability for Services by Qualified Person** .
        Neither
        Cobra nor any Qualified Person shall have any liability to GenVec in any
        way
        related to the release of a Processed Material, except where the liability
        arises as a direct result of a violation by the Qualified Person of his
        statutory obligations as a Qualified Person.
  **9.**  **Term
        and Termination**
  **9.1.**  **Term** .
        The
        term of this Agreement shall be five (5) years from the Effective Date, unless
        (a) at that time, Services are being performed pursuant to a Service
        Schedule, in which case, the term shall extend through the completion of
        all
        pending Service Schedules, or (b) this Agreement is terminated in accordance
        with Section 9.2.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
  14
  Cobra
  **9.2.**  **Termination** .
  9.2.1.  Termination
        by Cobra .
        Cobra
        may terminate this Agreement or Services remaining to be performed under
        any
        Service Schedule, at any time, with or without cause, upon at least 720 days’
written notice to GenVec, subject to Section 9.3.
  9.2.2.  Termination
        by GenVec. GenVec may terminate this Agreement or Services remaining to be
        performed under any Service Schedule, at any time, with or without
        cause ,
        upon at
        least 60 days’ written notice to Cobra (subject to this section 9) on condition
        that at same time as serving written notice on Cobra GenVec pays to Cobra
        a
        termination payment calculated in accordance with [Appendix 2], (which shall
        apply to termination of the first Service Schedule, A393) and any other
        termination payment specified in any other Service Schedule.
  [If
        GenVec terminates this agreement, Cobra shall use commercially reasonable
        efforts to fill any vacated reserved slots with another customer.  GenVec
        shall be liable only for the portion of the payment of the relevant Termination
        Fee that was charged to GenVec and not recovered by Cobra from another customer
        and after taking into account all reasonable and documented Services and
        Deliverables provided to GenVec in connection with such Reserved Slot and
        any
        Committed Costs prior to notice of cancellation.]
  9.2.3.  For
        Breach .
        Either
        party may terminate this Agreement or the Service Schedule at issue upon
        thirty
        30 days notice informing the other party that it is in material breach of
        any of
        its obligations hereunder and stating the reasons therefor, unless the notified
        party has cured such breach within such 30-day notice period.
  9.2.4.  For
        Insolvency. Either
        party may terminate this Agreement upon the occurrence of any of the following
        events: (a) the other party makes an assignment for the benefit of its creditors
        or files a voluntary petition under federal or state bankruptcy or insolvency
        laws, (b) a receiver or custodian is appointed for all or substantially all
        of
        the other party's business, (c) proceedings are instituted against the
        other party under federal or state bankruptcy or insolvency laws that have
        not
        been stayed or dismissed within sixty (60) days, (d) all or substantially
        all of
        the other party's business or assets become subject to attachment, garnishment
        or other process or (e) a court or other governmental authority of competent
        jurisdiction determines that the other party is insolvent.
  Confidential
  *
        The
        asterisk denotes that confidential portions of this exhibit have been omitted
        in
        reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
        portions have been submitted separately to the Securities and Exchange
        Commission.
  15


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**9.3.**  **Duties
      upon Termination** **.** Upon
      the
      termination of any Service Schedule(s) (whether terminated individually or
      in
      connection with the termination of this Agreement):




9.3.1.  Payment .
      GenVec
      shall pay to Cobra, within * of receipt of invoice, (a) if this Agreement is
      terminated by GenVec pursuant to Section 9.2, any Capacity Reservation Fee
      (or
      part thereof) that has not previously been paid; (b) for all Services
      satisfactorily provided pursuant to the relevant Service Schedule(s), up to
      the
      date of termination; and (c) if this Agreement is terminated by GenVec
      pursuant to Section 9.2,2. for all documented and reasonable committed costs
      and
      expenses (both internal and external) related to such Services that GenVec
      approved in writing and Cobra, acting reasonably, is unable to avoid, or if
      applicable pursuant to Section 9.2.2, a termination fee as detailed in Section
      9.2.2.




9.3.2.  Transfer
      Assistance .
      To the
      extent requested by GenVec *, Cobra shall provide reasonable technology transfer
      and termination assistance services to GenVec in the event that GenVec transfers
      any of the services provided hereunder by Cobra to itself or to a third party.
      The purpose of this assistance shall include the following: (i) to enable GenVec
      to obtain from a successor provider, or to provide for itself, services to
      substitute or replace those provided by Cobra, and (ii) for Cobra to assist
      GenVec during the termination assistance period, so that GenVec or its successor
      provider can provide those services terminated and to eliminate or minimize
      any
      disruption or deterioration of the Services during and as a result of the
      handover. * In the event that Cobra terminates this Agreement without cause,
      then Cobra shall provide its labour within the services described in the
      preceding sentences *




9.3.3.  Return
      or Destruction of GenVec’s Materials .




9.3.3.1.  Cobra
      shall, within * of receipt of a written request by GenVec, either return to
      GenVec or destroy, as requested by GenVec, * any and all GenVec Materials
      obtained in connection with the relevant Service Schedule(s), and samples of
      any
      Deliverables in Cobra’s possession produced thereunder, together with any
      relevant Data; except that Cobra shall be entitled to retain in its archive,
      at
      its own expense, one copy of such GenVec Materials, samples of Deliverables,
      Data and other information, to the extent that they are required to be stored
      by
      Cobra under applicable law, regulations or rules.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


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9.3.3.2.  If
        Cobra
        does not receive such a request from GenVec within * of termination, Cobra
        shall
        send written notice to GenVec. If GenVec does not respond within * of receipt
        of
        such notice, Cobra shall be entitled to destroy, at GenVec’s cost any and all
        such GenVec Materials, samples of Deliverables, Data and other information
        relating to the relevant Service Schedule(s), except for any that are required
        to be retained at Cobra’s facility, pursuant to Section 5.3.


**10.**  **Confidentiality**




**10.1.**  **Definitions** . **** During
      the term of this Agreement, each party (a “ **Disclosing
      Party”** )
      may
      provide to the other (a “ **Recipient** ”),
      information, economic information, business or research strategies, trade
      secrets, Intellectual Property and material embodiments thereof, and Cobra
      may
      generate Data (collectively, “ **Confidential
      Information** ”).
      (For
      purposes of this Article 10, Data shall be deemed to be GenVec’s Confidential
      Information, GenVec shall be deemed the Disclosing Party with respect thereto,
      and Cobra shall be deemed the Recipient thereof.)




**10.2.**  **Exclusions** .
      Confidential Information shall not include information that (a) the Recipient
      can prove, by competent evidence, was in its possession prior to receipt from
      the Disclosing Party, (b) was furnished to the Recipient by a third party
      without breach of a duty of confidentiality, (c) was or became, through no
      fault
      of the Recipient, publicly known, (d) the Recipient can demonstrate by
      contemporaneous written records was developed by or for the Recipient
      independently of the disclosure of Confidential Information by the Disclosing
      Party or its Affiliates or (e) is required by law, regulation or rule to be
      disclosed, provided that the Recipient notifies the Disclosing Party of such
      requirement as soon as reasonably practicable, and cooperates in action that
      the
      Disclosing Party reasonably elects to take in order to protect the
      confidentiality of such Confidential Information.




**10.3.**  **Obligations** .
      Unless
      the parties agree otherwise in writing, the Recipient (a) shall maintain the
      Disclosing Party’s Confidential Information in confidence, (b) shall allow
      access only to those employees, permitted subcontractors or agents who need
      to
      see and use such Confidential Information in order for the Recipient to perform
      its obligations hereunder and who are bound by obligations of confidentiality
      and nonuse that are no less restrictive than the ones set forth herein, (c)
      shall use such information solely in the performance of this Agreement, and
      (d)
      shall at all times protect such information from misuse or disclosure with
      at
      least the same degree of care it uses to protect its own Confidential
      Information, such care to be of the type and degree that would be used by a
      reasonable and prudent business person in the biopharmaceutical industry. The
      confidentiality obligations herein shall survive the expiration or termination
      of this Agreement.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


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**10.4.**  **Responsibility
        for Employees and Agents** .
        Each
        party shall be responsible for the acts and/or omissions of its employees,
        agents and representatives under Sections 10.1 – 10.3 (whether or not they
        remain its employees and/or representatives), as if they were such party’s own
        acts or omissions.


**10.5.**  **Ownership
      and Return** .
      Each
      party’s Confidential Information shall at all times be its sole and exclusive
      property. At any time, upon the written request of the Disclosing Party, or
      upon
      termination or expiration of this Agreement, the Recipient shall return or
      destroy (at the election of the Disclosing Party) all Confidential Information
      of the Disclosing Party in its possession (including all copies, abstracts
      or
      summaries thereof), except that the Recipient may retain one copy of the
      Disclosing Party’s Confidential Information solely for archival purposes.




**10.6.**  **Supercession
      of Prior Confidentiality Agreement** .
      Any
      information previously exchanged between the parties in connection with any
      Services or this Agreement and meeting the definition hereunder of Confidential
      Information shall be governed by the terms of this Article 10. Any
      confidentiality or non-disclosure agreement previously executed by the parties
      in connection with such information is hereby terminated and superseded by
      this
      Article 10 to the extent thereof.




**11.**  **Rights
      in Data and** **Intellectual
      Property**




**11.1.**  **Pre-existing
      IP** .
      This
      Agreement shall not affect the ownership of any Intellectual Property owned
      by
      or licensed to either party as of the Effective Date (“ **Pre-existing
      IP** ”).
      IP
      arising out of the performance of the Services which relates to manufacturing
      services in general developed in whole or in part by Cobra during the term
      of
      this Agreement shall be referred to as **“New
      IP”** .




**11.2.**  **Ownership** .
      As
      between the parties, subject to Cobra’s rights in any of its Pre-Existing
      IP , **** GenVec
      shall own all right, title, and interest in and to the Deliverables, the Data
      and all technology, know-how, inventions, discoveries, ideas, concepts,
      trade-secrets, improvements, processes, documents, information, or data, whether
      patentable or not, which result from the Services or the GenVec Materials which
      is not New IP (“ **GenVec
      Property** ”),
      and
      to the extent Cobra has or may acquire or be deemed to have acquired any rights
      therein, Cobra hereby transfers and assigns its right, title, and interest
      in
      such property to GenVec. Upon GenVec’s request at any time, Cobra agrees to
      deliver to GenVec any and all documents and information necessary to protect
      GenVec’s interest in the GenVec Property. Cobra further agrees, during the term
      hereof, promptly to notify GenVec in writing of any such
      developments. New IP
      shall be the sole property of Cobra, and shall be subject to the rights of
      GenVec pursuant to Section 11.4.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


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Cobra


**11.3.** **GenVec
        License**. GenVec hereby grants to Cobra a nonexclusive,
        royalty-free, limited, non-transferable license, for the term of this Agreement
        to use the GenVec Property and GenVec’s Pre-existing IP and sublicense the same
        to subcontractors approved by GenVec, but in each case, solely to the extent
        necessary to perform the Services in accordance with this Agreement and to
        otherwise comply with the obligations hereunder. *.


**11.4.**  **Cobra
      License** .
      Cobra
      hereby grants to GenVec a non-exclusive, fully paid, royalty-free, irrevocable
      license, with the right to sublicense, to any Cobra Pre-Existing IP that Cobra
      incorporates into the Deliverables or is used to produce the Deliverables on
      condition that during such time Cobra is providing GenVec with contract
      manufacturing and development services and such license shall cease if Cobra
      ceases to be conducting such contract manufacturing and development services
      for
      GenVec.. This
      license shall survive the termination or expiration of this Agreement in
      accordance with the provisions of Section 9.3.2 above. Cobra hereby grants
      to
      GenVec a non-exclusive, irrevocable license to practice any New IP that is
      required for the manufacturer, development, use or sale of GenVec’s product.




**12.**  **Warranties** .




**12.1.**  **By
      Cobra** .
      Cobra
      warrants to GenVec that:




(a)
            the
                Services will be performed (i) in a professional and workmanlike
                manner
                with at least that degree of care and skill as is practiced by other
                recognized firms in providing services of a similar nature and (ii)
                in
                compliance with all cGMPs, laws, rules and regulations applicable
                thereto,




(b)
            all
                Services required, pursuant to a Service Schedule, to be performed
                in
                accordance with Good Laboratory Practices or Medicines Control Agency
                guidelines shall be performed in accordance with such practices or
                guidelines, as applicable,




(c)
            Cobra
                has the right to use the Pre-existing IP of Cobra that is used in
                performing the Services and such Pre-existing IP of Cobra, (i) has
                never
                been, is not currently, and during the term will not become, a Debarred
                Entity and (ii) to the best of its knowledge no Debarred Entity or
                Debarred Individual, including subcontractors or parties, will perform
                any
                services on GenVec’s behalf. If Cobra becomes aware of FDA investigations
                of, or debarment proceedings against, Cobra or any person performing
                Services, then Cobra will immediately notify GenVec of any such
                circumstances during the term of this Agreement




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


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**12.2.**   **Mutual** .
      Each
      party represents and warrants to the other that (i) to its knowledge, it has
      the
      right to grant the licenses granted hereunder and to provide the Confidential
      Information provided hereunder; (ii) it has all requisite power and authority
      (corporate and otherwise) to enter into this Agreement and has been duly
      authorized by all necessary actions in the execution and delivery hereof by
      the
      officer or individual whose name is signed on its behalf below; (iii) its
      execution and delivery of this Agreement and the performance of its obligations
      hereunder do not and will not conflict with or result in a breach of or a
      default under its organizational instruments or any other agreement, instrument,
      order, or law applicable to it or by which it may be bound; and (iv) this
      Agreement has been duly and validly executed and delivered by it and constitutes
      its valid and legally binding obligation, enforceable in accordance with its
      terms, except as enforcement may be limited by bankruptcy, insolvency or other
      laws of general application relating to or affecting the enforcement of
      creditors’ rights and except as enforcement is subject to general equitable
      principles.




**13.**  **Indemnification** .




**13.1.**  **By
      GenVec** .
      GenVec
      shall defend/indemnify and hold harmless Cobra and its Affiliates,
      subcontractors, and their respective directors, officers, employees and agents,
      including any Qualified Persons, from and against any and all third party
      claims, damages, liabilities, losses, costs and expenses, including reasonable
      attorneys’ fees (collectively, “ **Claims** ”)
      (a)  arising out of GenVec’s negligence or willful misconduct, except to
      the extent that such a Claim arises out of the negligence or willful misconduct
      of Cobra, or (b) alleging the infringement of third-party rights by Cobra’s use,
      in performing the Services, of any process, method, Specification or information
      supplied to Cobra by GenVec (GenVec’s liability shall include acts or omission
      of its directors, officers, employees, and agents), or (c) [breach by GenVec
      of
      any of its warranties or representations hereunder], or (d) relating to
      Deliverables or Services associated therewith after such Deliverables have
      been
      accepted by GenVec




**13.2.**  **By
      Cobra** .
      Cobra
      shall defend/indemnify and hold harmless GenVec and its Affiliates, and their
      respective directors, officers, employees and agents, from and against any
      and
      all Claims arising out of (a) Cobra’s negligence or willful misconduct, except
      to the extent that such a Claim arose out of the negligence or willful
      misconduct of GenVec, (b) breach by Cobra of any of its warranties or
      representations hereunder, or (c) a party alleging the infringement of
      third-party rights related to the Services of any process, method,
      Specification, Cobra Pre-existing IP or information, other than that supplied
      to
      Cobra by GenVec. (Cobra’s liability shall include acts or omission of its
      directors, officers, employees, subcontractors, and agents), or (d) relating
      to
      Deliverables or Services associated therewith before such Deliverables have
      been
      accepted by GenVec.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


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**13.3.**  **Indemnification
      Procedures** . **** Each
      party shall inform the other as soon as reasonably practicable after learning
      of
      any Claim for which indemnity could be sought under Section 13.1 or Section
      13.2. A **** party
      seeking indemnity (a) shall permit the indemnifying party to assume full
      responsibility to investigate, prepare for and defend against the Claim,
      (b) shall reasonably assist the indemnifying party, at the indemnifying
      party’s reasonable expense, in the investigation of, preparation for and defense
      of such Claim and (c) shall not compromise or settle such Claim without the
      indemnifying party’s prior written consent, not to be unreasonably
      withheld.




**14.**  **Insurance.**




**14.1.**  **Of
      Both Parties** .
      Each
      party represents and warrants that it has and shall maintain (a) any and all
      insurance required by applicable laws and regulations and (b) commercial general
      liability insurance, including blanket contractual liability insurance covering
      such party with respect to its obligations hereunder, with limits of liability
      that are commercially reasonable * Such coverage shall be maintained for not
      less than * following expiration or termination of this Agreement or, if such
      coverage is of the “claims made” type, for * following expiration or termination
      of this Agreement. Some or all such insurance may be in the form of
      self-insurance.




**14.2.**  **Of
      Cobra** .
      Cobra
      represents and warrants that it presently maintains and shall continue to
      maintain, at its expense, all-risk property damage insurance coverage with
      blanket replacement cost limits and deductibles adequate to cover the value
      of
      GenVec Materials, GenVec Property, Cobra Materials, , equipment, etc. that
      will
      be in Cobra’s possession while such equipment is in Cobra’s possession, custody
      or control.




**14.3.**  **GenVec** will be
      responsible for the cost of insurance of GenVec Materials  and
      raw
      materials, to be arranged by Cobra and agreed to in writing by both parties,
      any
      liability for GenVec Materials and raw materials under such agreement will
      be
      limited to the value of the insurance cover obtained. Such costs * shall be
      added by Cobra from time to time to give a total amount, and in additional
      consideration for services under the Service Schedule a fee equal to the total
      amount shall be charged to GenVec separately.




**14.4.**  **Proof
      of Coverage** .
      Upon
      request, each party will provide the other with a certificate of insurance
      evidencing the above and showing the name of the issuing company, the policy
      number, the effective date, the expiration date and the limits of liability.
      The
      insurance certificate shall further provide for a minimum of * notice to the
      insured of a cancellation of, or material change in, the insurance.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


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**15.**  **Limitations
      of Warranties and Liabilities.**




**15.1.**  **Limitation
      of Warranties** .




15.1.1.  Except
      for the warranties expressly provided in this Agreement (including in any
      Service Schedule), NEITHER
      PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY SERVICES,
      DELIVERABLES OR OTHER MATERIALS PROVIDED HEREIN, INCLUDING ANY WARRANTY OF
      THEIR
      FITNESS FOR USE, MERCHANTABILITY, QUALITY, OR NON-INFRINGEMENT OF THIRD PARTY
      RIGHTS. Any
      representation or warranty made by any person or entity, including employees
      or
      representatives of Cobra that are inconsistent herewith, shall be disregarded
      and shall not be binding on Cobra, unless made in writing and signed by an
      authorized representative of Cobra.




15.1.2.  Notwithstanding
      anything to the contrary provided in Section 12. 1
      or
      elsewhere in this Agreement, in no event shall Cobra be liable for any Defect
      in
      Services and/or Deliverables to the extent arising from any information,
      Specification and/or other requirement supplied to Cobra by GenVec.




**15.2.**  **Limitations
      on Damages** .




15.2.1.  EXCEPT
      IN
      THE CASE OF VIOLATION OF ARTICLE 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE
      TO
      THE OTHER FOR LOST PROFITS (OTHER THAN THE PROFIT ELEMENT IN THE PRICES OF
      SERVICES), SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES
      IN
      CONNECTION WITH THIS AGREEMENT.




15.2.2.  **[EXCEPT
      IN THE CASE OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT]** THE
      TOTAL
      LIABILITY OF EITHER PARTY TO THE OTHER PARTY WITH RESPECT TO SERVICES TO BE
      PERFORMED PURSUANT TO ANY SERVICE SCHEDULE SHALL NOT EXCEED *.




**15.3.**  **Exception
      to Limitations** .
      Notwithstanding anything provided to the contrary herein, nothing in this
      Agreement shall exclude or limit the liability of a party; to the extent such
      liability may not be excluded or limited, as a matter of law.




**15.4.**  Cobra’s
      employees, sub-contractors and/or agents are not authorized to make any
      representations or warranties concerning the Services unless confirmed by a
      Director of Cobra in writing.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


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Cobra


**16.**  **Regulatory
        Matters** . **** In
        addition to any other record-keeping and reporting requirements set forth
        herein
        or in a Service Schedule, Cobra shall keep all records and reports required
        to
        be filed with the FDA and any other governmental agencies in connection with
        the
        performance of the Services, and shall make the Deliverables produced hereunder
        and the facilities used in performing the Services available at reasonable
        business hours for inspection by representatives of such agencies. Cobra
        shall
        notify GenVec of any inspection, investigation or inquiry by the FDA or other
        governmental agency that relates in any way to Cobra’s performance under any
        Service Schedule, and shall send GenVec a copy of any report on the results
        of
        any such inspection, investigation or inquiry. Cobra shall fully cooperate
        with
        GenVec during any such inspection, investigation or other inquiry, including,
        but not limited to, allowing a representative of GenVec to be present during
        all
        portions of any such inspection, investigation or other inquiry and sharing
        with
        GenVec any other information related thereto to the extent relevant to the
        performance of the Services. Cobra shall discuss any response to observations
        or
        notifications received in connection with any such inspection, investigation
        or
        other inquiry and shall give GenVec an opportunity to comment upon any proposed
        response before it is made.


**17.**  **Notices** .
      Any
      legal notice to be given under this Agreement shall be in writing and shall
      be
      delivered by an internationally recognized courier or facsimile transmission
      (with receipt confirmed by automatic transmission report), addressed to the
      parties as follows (or as a party may designate in a notice delivered to the
      other party pursuant to this Article 17). Notices shall be deemed delivered
      upon
      receipt.





If
                to Cobra:
            If
                to GenVec:Cobra
                Biologics Limited
            GenVec,
                Inc.The
                Stephenson Building
            65
                West Watkins Mill RoadThe
                Science Park
            Gaithersburg,
                Maryland, 20878Keele,
                Staffordshire, ST5 5SP, UK
            USAAttention:
                ____________________
            Attention:
                ____________________Fax.
                No. _____________________
            Fax.No.
                ______________________




**18.**  **Force
      Majeure** .
      Neither
      party shall be liable to the other for any delay or failure in performance
      of
      this Agreement to the extent that such delay is due to events outside that
      party’s reasonable control, including acts of God, war, flood, fire, labor
      disputes, strikes, lock-outs, riots, civil commotion, malicious damage,
      explosion, governmental actions and any other similar events. If either party
      is
      affected by any such event, then the time for performance shall be extended
      for
      a period equal to the period that such event delayed such performance.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


23




Cobra




**19.**  **Restriction
      on Hiring** **Personnel** .




**19.1.**  **GenVec** shall
      not, during the term of this Agreement and for a period of * thereafter,
      directly or indirectly induce
      or
      solicit any person who is an employee of Cobra, to accept employment or other
      work that would result in such person ceasing or limiting the amount of work
      previously performed on behalf of Cobra, without the prior written consent
      of
      Cobra. The above prohibition shall not apply to any personnel that respond
      to an
      indirect solicitation (e.g., through a newspaper, magazine or trade journal
      advertisement).




**19.2.**  **Cobra** shall
      not, during the term of this Agreement and for a period of * thereafter,
      directly or indirectly induce or solicit any person who is an employee, agent
      or
      consultant of GenVec, to accept employment or other work that would result
      in
      such person ceasing or limiting the amount of work previously performed on
      behalf of GenVec, without the prior written consent of GenVec. The above
      prohibition shall not apply to any personnel that respond to an indirect
      solicitation (e.g., through a newspaper, magazine or trade journal
      advertisement).




**20.**  **RECORDS, ACCESS TO FACILITY AND AUDITS**




**20.1.**  **Records** .
      Cobra
      shall establish and maintain complete, accurate and authentic data, books and
      records of the work performed hereunder. Without limiting the generality of
      the
      foregoing, Cobra shall monitor and maintain reasonable records respecting its
      compliance with cGMPs, including the process of establishment and implementation
      of the operating procedures and the training of personnel as are reasonably
      necessary to assure such compliance. Cobra agrees that, in response to any
      complaint or in the defense by GenVec of any litigation, hearing, regulatory
      proceeding or investigation relating to the Services, Cobra shall make available
      to GenVec upon reasonable prior written notice, such Cobra employees and records
      reasonably necessary to permit the effective response to, defense of, or
      investigation of such matters at reasonable cost to GenVec. [Access to financial
      data and accounting records shall be restricted to copies of relevant supplier
      invoices and employee expense claims which have been recharged to GenVec,
      applicable stock usage records and employee timesheets.




**20.2.**  **Inspection
      and Audit** .
      GenVec
      and its representatives shall have the opportunity to converse with Cobra’s
      personnel and visit, inspect and audit the Facility and all data, records,
      reports, information, licenses, permits and other documentation relating to
      the
      Services for the purpose of assuring Cobra’s compliance with its obligations
      under this Agreement including verification of the Prices due hereunder and
      Cobra’s compliance with applicable law. GenVec’s exercise of its inspection and
      audit rights hereunder shall in no way waive, modify, or diminish Cobra’
obligations under this Agreement, or impose any obligation to inspect, audit,
      or
      act upon GenVec. Cobra shall cooperate with GenVec and its representatives
      and
      provide such assistance as GenVec and its representatives reasonably require
      in
      carrying out such inspections and audits. Access to financial data and
      accounting records shall be restricted to copies of relevant supplier invoices
      and employee expense claims which have been recharged to GenVec, applicable
      stock usage records and employee timesheets.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


24




Cobra




**20.3.**  **Follow-up** .
      Following any review or audit, GenVec shall have the right to conduct (or have
      its representatives conduct) a review meeting with Cobra to obtain factual
      concurrence with issues identified in the findings. Cobra and GenVec shall
      review the findings of each review and audit promptly after the issuance of
      the
      resulting report or findings and shall mutually agree upon the appropriate
      manner, if any, in which to respond to the changes suggested by the audit
      report. Cobra shall provide to GenVec a plan and schedule for any necessary
      corrective action for GenVec’s approval and shall complete such corrective
      actions in accordance with the approved plan and schedule. To the extent that
      any Cobra review or audit, or any audit performed by GenVec or its
      representatives, reveals any overpayment by GenVec, then Cobra shall promptly
      reimburse (or at GenVec’s request, credit such overpayment) to GenVec the
      overcharge by Cobra. In the event the overpayment exceeds * of the fees due
      over
      the period audited, then Cobra shall also reimburse to GenVec the costs of
      such
      audit.




**20.4.**  **Survival.** Cobra’s
      obligation and GenVec’s rights under this Section 20 shall survive for a period
      of * following expiration or termination of this Agreement.




**21.**  **Miscellaneous**




**21.1.**  **Independent
      Contractors** .
      The
      parties are independent contractors hereunder, and nothing contained in this
      Agreement shall be construed to place them in the relationship of partners,
      principal and agent, employer and employee or joint venturers. Neither party
      shall have the power or right to bind or obligate the other party, nor shall
      either party hold itself out as having such authority.




**21.2.**  **Waiver** .
      No
      waiver of any term or condition of this Agreement shall be valid or binding
      on
      either party unless made in writing by the party to be charged. The failure
      of
      either party at any time to enforce, or to require performance by the other
      party of any provision of this Agreement, shall in no way be construed as a
      present or future waiver of such provision or of any other
      provision.




**21.3.**  **Severability** .
      If any
      provision of this Agreement is held by any competent authority to be invalid
      or
      unenforceable, in whole or in part, the validity of the other provisions of
      this
      Agreement and the remainder of the provision in question shall not be
      affected.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


25




Cobra




**21.4.**  **No
      Third-party Rights** .
      No
      third party shall have the right to enforce the terms of this Agreement. The
      rights of any third party to enforce this Agreement may be varied and/or
      extinguished by agreement between the parties, without the consent of any such
      third party.




**21.5.**  **Assignment** .
      Neither
      party may assign any of its rights or obligations under this Agreement without
      the prior written consent of the other party, except for an assignment to a
      party’s successor in interest by way of a merger or the purchase of all or
      substantially all of such party’s assets or business to which this Agreement
      relates. Notwithstanding the preceding sentence, Cobra may not assign this
      Agreement to any this party (by way of merger or the purchase of all or
      substantially all of its assets) to a competitor of GenVec, without GenVec’s
      prior written consent.




**21.6.**  **Construction
      and Headings** .
      All
      section titles or headings contained in this Agreement are for convenience
      only,
      will not be deemed a part hereof or thereof and will not affect the meaning
      or
      interpretation of this Agreement or Service Schedule.




**21.7.**  **Governing
      Law** .
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of **New
      York** ,
      excluding that body of law pertaining to conflict of laws.




**21.8.**  **Dispute
      Resolution** .




21.8.1.  Except
      as
      otherwise provided in Sections 7.2 and 21.8.2, any dispute arising out of or
      in
      connection with this Agreement, shall be referred to arbitration by a single
      arbitrator. The arbitration shall be carried out in accordance with the Rules
      of
      Arbitration of the International Chamber of Commerce in force as at the date
      of
      the dispute. The arbitration shall be held in London, England, if initiated
      by
      GenVec and in Gaithersburg, Maryland, USA if initiated by Cobra. All decisions
      of the arbitrator shall be final and binding on the parties and may be enforced
      in any court of competent jurisdiction. The party favored by the arbitrator’s
      decision shall be entitled to the costs of the arbitration and reasonable
      attorneys’ fees.




21.8.2.  Either
      party shall be entitled to seek relief from a State of Maryland, USA court
      of
      competent jurisdiction to enjoin a breach of Section 3.3, Sections 10.1 - 10.6
      or Article 11.




Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.




26




Cobra




**21.9.**  **Nature
      of this Agreement** .
      The
      parties agree that this Agreement is for the provision of Services - in
      particular the conduct of tests and other work and the provision of expert
      reports, and that, to the extent that any Service Schedule requires the delivery
      of Deliverables, such Deliverables are incidental to the delivery of Services.




**21.10.**  *




**21.11.**  **Further
      Assurances** .
      Each
      party shall execute, acknowledge and deliver such further instruments, and
      take
      such further actions as may be reasonably necessary or appropriate to carry
      out
      the purposes and intent of this Agreement.




**21.12.**  **Entire
      Agreement** .
      This
      Agreement and any Service Schedules executed hereunder constitute the entire
      agreement of the parties with respect to the subject matter hereof and supersede
      all prior or contemporaneous understandings or agreements between them, whether
      written or oral, respect to such subject matter., with the exception of the
      Quality Agreement executed on even date herewith. In the event of conflict
      between the terms of this Agreement and the terms of the Quality Agreement
      on
      matters pertaining to GMPs, the terms of the Quality Agreement shall govern,
      and
      any breach of the Quality Agreement shall be deemed a breach of this Agreement.
      For all other matters, the terms of this Agreement shall govern. No amendment
      or
      modification of this Agreement shall be valid or binding on the parties unless
      made in writing and signed by the duly authorized representatives of both
      parties.




**IN
      WITNESS WHEREOF,** the
      parties hereto have each caused this Agreement to be executed by their
      duly-authorized representatives as of the date first above written.





**COBRA
                BIOLOGICS LTD.**
            
            **GENVEC,
                INC.**By:
                David R. Thatcher
            
            By:
                Paul H. FischerSignature:
                /s/ David R. Thatcher
            
            Signature:
                /s/ Paul H. FischerPrint
                Name: David R. Thatcher
            
            Print
                Name: Paul H. FischerTitle:
                Chief Executive
            
            Title:
                CEODate:
                17th January 2008
            
            Date:
                1/23/08





Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


27




Cobra





**Appendix
      1: Capacity Reservation Fee Worksheet for Service Schedule
      A393**





**Components
      of Capacity Reservation Fee:**





*


*


*


*


*





**Occupancy
      Charge per Month During Consistency Runs:**


*




**Estimated
      Months in Suite per Consistency Run:**  *





**Portion
      of Capacity Reservation Fee Per Reserved Consistency Run:**





*


Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.


28




Cobra





**Appendix
      2: Termination for Service Schedule A393**





Maximum
      Termination fee rate: $ *





Termination
      fee to apply beginning *





Maximum
      Termination fee to apply beginning *





Reduction
      of Termination fee to begin *





Date
                of Termination
            
            Milestone
            
            Termination
              Fee
            
            % of  Max Termination Fee(Based
                on project
              schedule)
            
            
            
            $Month
                1
            
            
            
            
            
            *
            
            
            *Month
                2
            
            
            
            
            
            *
            
            
            *Month
                3
            
            
            
            
            
            *
            
            
            *Month
                4
            
            
            *
            
            
            *
            
            
            *Month
                5
            
            
            
            
            
            *
            
            
            *Month
                6
            
            
            
            
            
            *
            
            
            *Month
                7
            
            
            
            
            
            *
            
            
            *Month
                8
            
            
            *
            
            
            *
            
            
            *Month
                9
            
            
            
            
            
            *
            
            
            *Month
                10
            
            
            *
            
            
            *
            
            
            *Month
                11
            
            
            
            
            
            *
            
            
            *Month
                12
            
            
            
            
            
            *
            
            
            *Month
                13
            
            
            
            
            
            *
            
            
            *Month
                14
            
            
            
            
            
            *
            
            
            *Month
                15
            
            
            
            
            
            *
            
            
            *Month
                16
            
            
            *
            
            
            *
            
            
            *Month
                17
            
            
            
            
            
            *
            
            
            *Month
                18
            
            
            *
            
            
            *
            
            
            *Month
                19
            
            
            
            
            
            *
            
            
            *Month
                20
            
            
            *
            
            
            *
            
            
            *Month
                21
            
            
            
            
            
            *
            
            
            *Month
                22
            
            
            *
            
            
            *
            
            
            *





Confidential




*
      The
      asterisk denotes that confidential portions of this exhibit have been omitted
      in
      reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
      portions have been submitted separately to the Securities and Exchange
      Commission.





29