**Exhibit 4.5****WARRANT**THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEENISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ANDSUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BEREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF,EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO ATRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.**MARCH 15, 2006**     Warrant to Purchase up to 520,000 shares of Common Stock of GenVec, Inc. (the“Company”).     In consideration for Kingsbridge Capital Limited, an entity organized and existing under thelaws of the British Virgin Islands, with registered address Palm Grove House, 2nd Floor, Road Town,Tortola, British Virgin Islands (the “Investor”) agreeing to enter into that certain Common StockPurchase Agreement, dated as of the date hereof, between the Investor and the Company (the“Agreement”), the Company hereby agrees that the Investor or any other Warrant Holder (as definedbelow) is entitled, on the terms and conditions set forth below, to purchase from the Company atany time during the Exercise Period (as defined below) up to 520,000 fully paid and nonassessableshares of common stock, par value $.001 per share, of the Company (the “Common Stock”) at theExercise Price (hereinafter defined), as the same may be adjusted from time to time pursuant toSection 6 hereof. The resale of the shares of Common Stock or other securities issuable uponexercise or exchange of this Warrant is subject to the provisions of the Registration RightsAgreement (as defined in the Agreement).     Section 1. Definitions.     “Affiliate” shall mean any Person that, directly or indirectly through one or moreintermediaries, controls or is controlled by, or is under direct or indirect common control withany other Person. For the purposes of this definition, “control,” when used with respect to anyPerson, means the power to direct the management and policies of such Person, directly orindirectly, whether through the ownership of voting securities, by contract or otherwise, and theterm “controls” and “controlled” have meanings correlative to the foregoing.     “Closing Price” as of any particular day shall mean the closing price per share of theCompany’s Common Stock as reported by Bloomberg L.P. on such day.     “Exercise Period” shall mean that period beginning six months after the date of thisWarrant and continuing until (i) the expiration of the five-year period thereafter, or (ii) aFunding Default, subject in each case to earlier termination in accordance with Section 6 hereof.     “ExercisePrice” as of the date hereof shall mean twodollars and sixty-seven cents ($2.67),representing 125% of the average Closing Price of the Common Stock during the five (5) Trading Daysimmediately preceding the date of this Warrant.     “Funding Default” shall mean a failure by the Investor to accept a Draw Down Noticemade by the Company and to acquire and pay for the Shares in accordance therewith within three (3)Trading Days
 

 
following the delivery of such Shares to the Investor, provided such Draw Down Noticewas made in accordance with the terms and conditions of the Agreement (including the satisfactionor waiver of the conditions to the obligation of the Investor to accept a Draw Down set forth inArticle VII of the Agreement), provided further, that such failure was reasonably within thecontrol of the Investor.     “Per Share Warrant Value” shall mean the difference resulting from subtracting theExercise Price from the Closing Price on the Trading Day immediately preceding the Exercise Date.     “Person” shall mean an individual, a corporation, a partnership, a limited liabilitycompany, an association, a trust or other entity or organization, including a government orpolitical subdivision or an agency or instrumentality thereof.     “Principal Market” shall mean the Nasdaq National Market, the Nasdaq SmallCap Market,the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principaltrading exchange or market for the Common Stock.     “SEC” shall mean the United States Securities and Exchange Commission.     “Trading Day” shall mean any day other than a Saturday or a Sunday on which thePrincipal Market is open for trading in equity securities.     “Warrant Holder” shall mean the Investor or any permitted assignee or permittedtransferee of all or any portion of this Warrant.     “Warrant Shares” shall mean those shares of Common Stock received upon exercise ofthis Warrant.     Section 2. Exercise.     (a) Method of Exercise. This Warrant may be exercised in whole or in part (but not asto a fractional share of Common Stock), at any time and from time to time during the ExercisePeriod, by the Warrant Holder by (i) surrender of this Warrant, with the form of exercise attachedhereto as Exhibit A completed and duly executed by the Warrant Holder (the “Exercise Notice”), tothe Company at the address set forth in Section 10.04 of the Agreement, accompanied by payment ofthe Exercise Price multiplied by the number of shares of Common Stock for which this Warrant isbeing exercised (the “Aggregate Exercise Price”) or (ii) telecopying an executed andcompleted Exercise Notice to the Company and delivering to the Company within five (5) businessdays thereafter the original Exercise Notice, this Warrant and the Aggregate Exercise Price. Eachdate on which an Exercise Notice is received by the Company in accordance with clause (i) and eachdate on which the Exercise Notice is telecopied to the Company in accordance with clause (ii) aboveshall be deemed an “Exercise Date.”     (b) Payment of Aggregate Exercise Price. Subject to paragraph (c) below, payment ofthe Aggregate Exercise Price shall be made by wire transfer of immediately available funds to anaccount designated by the Company. If the amount of the payment received by the Company is lessthan the Aggregate Exercise Price, the Warrant Holder will be notified of the deficiency and shallmake payment in that amount within three (3) Trading Days. In the event the payment exceeds the AggregateExercise Price, the Company will refund the excess to the Warrant Holder within five (5) TradingDays of receipt.     (c) Cashless Exercise. In the event that the Warrant Shares to be received by theWarrant Holder upon exercise of the Warrant may not be resold pursuant to an effective registrationstatement or an exemption to the registration requirements of the Securities Act of 1933, asamended, and applicable state
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laws, the Warrant Holder may, as an alternative to payment of theAggregate Exercise Price upon exercise in accordance with paragraph (b) above, elect to effect acashless exercise by so indicating on the Exercise Notice and including a calculation of the numberof shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a“Cashless Exercise”). If a registration statement on Form S-1 under the Securities Act of1933, as amended, or such other form as deemed appropriate by counsel to the Company for theregistration for the resale by the Warrant Holder of (x) the shares of Common Stock of the Companythat may be purchased under the Agreement, (y) the Warrant Shares, or (z) any securities issued orissuable with respect to any of the foregoing by way of exchange, stock dividend or stock split orin connection with a combination of shares, recapitalization, merger, consolidation or otherreorganization or otherwise, has been declared effective by the SEC and remains effective, theCompany may permit or require the Warrant Holder to elect to effect a Cashless Exercise. In theevent of a Cashless Exercise, the Warrant Holder shall receive that number of shares of CommonStock determined by (i) multiplying the number of Warrant Shares for which this Warrant is beingexercised by the Per Share Warrant Value and (ii) dividing the product by the Closing Price on theTrading Day immediately preceding the Exercise Date, rounded to the nearest whole share. TheCompany shall cancel the total number of Warrant Shares equal to the excess of the number of theWarrant Shares for which this Warrant is being exercised over the number of Warrant Shares to bereceived by the Warrant Holder pursuant to such Cashless Exercise.     (d) Replacement Warrant. In the event that the Warrant is not exercised in full, thenumber of Warrant Shares shall be reduced by the number of such Warrant Shares for which thisWarrant is exercised, and the Company, at its expense, shall forthwith issue and deliver to or uponthe order of the Warrant Holder a new Warrant of like tenor in the name of the Warrant Holder,reflecting such adjusted number of Warrant Shares.     Section 3. Ten Percent Limitation. The Warrant Holder may not exercise this Warrantsuch that the number of Warrant Shares to be received pursuant to such exercise aggregated with allother shares of Common Stock then owned by the Warrant Holder beneficially or deemed beneficiallyowned by the Warrant Holder would result in the Warrant Holder owning more than 9.9% of all of suchCommon Stock as would be outstanding on such Exercise Date, as determined in accordance withSection 13(d) of the Exchange Act of 1934 and the rules and regulations promulgated thereunder.     Section 4. Delivery of Warrant Shares.     (a) Subject to the terms and conditions of this Warrant, as soon as practicable after theexercise of this Warrant in full or in part, and in any event within ten (10) Trading Daysthereafter, the Company at its expense (including, without limitation, the payment by it of anyapplicable issue taxes) will cause to be issued in the name of and delivered to the Warrant Holder,or as the Warrant Holder may lawfully direct, a certificate or certificates for, or make depositwith the Depositary Trust Company via book-entry of, the number of validly issued, fully paid andnon-assessable Warrant Shares to which the Warrant Holder shall be entitled on such exercise,together with any other stock or other securities or property (including cash, where applicable) towhich the Warrant Holder is entitled upon such exercise in accordance with the provisions hereof.     (b) This Warrant may not be exercised as to fractional shares of Common Stock. In the eventthat the exercise of this Warrant, in full or in part, would result in the issuance of anyfractional share of Common Stock, then in such event the Warrant Holder shall receive the number ofshares rounded to the nearest whole share.
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     Section 5. Representations, Warranties and Covenants of the Company.     (a) The Warrant Shares, when issued in accordance with the terms hereof, will be dulyauthorized and, when paid for or issued in accordance with the terms hereof, shall be validlyissued, fully paid and non-assessable.     (b) The Company shall take all commercially reasonable action and proceedings as may berequired and permitted by applicable law, rule and regulation for the legal and valid issuance ofthis Warrant and the Warrant Shares to the Warrant Holder.     (c) The Company has authorized and reserved for issuance to the Warrant Holder the requisitenumber of shares of Common Stock to be issued pursuant to this Warrant. The Company shall at alltimes reserve and keep available, solely for issuance and delivery as Warrant Shares hereunder,such shares of Common Stock as shall from time to time be issuable as Warrant Shares.     (d) From the date hereof through the last date on which this Warrant is exercisable, theCompany shall take all steps commercially reasonable to ensure that the Common Stock remains listedor quoted on the Principal Market.     Section 6. Adjustment of the Exercise Price. The Exercise Price and, accordingly, thenumber of Warrant Shares issuable upon exercise of the Warrant, shall be subject to adjustment fromtime to time upon the happening of certain events as follows:     (a) Reclassification, Consolidation, Merger, Mandatory Share Exchange, Sale or Transfer.          (i) Upon occurrence of any of the events specified in subsection (a)(ii) below (the“Adjustment Events”) while this Warrant is unexpired and not exercised in full, the WarrantHolder may in its sole discretion require the Company, or any successor or purchasing corporation,as the case may be, without payment of any additional consideration therefor, to execute anddeliver to the Warrant Holder a new Warrant providing that the Warrant Holder shall have the rightto exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those thenapplicable to this Warrant) and to receive upon such exercise, in lieu of each share of CommonStock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock,other securities, money or property receivable upon such Adjustment Event by the holder of oneshare of Common Stock issuable upon exercise of this Warrant had this Warrant been exercisedimmediately prior to such Adjustment Event. Such new Warrant shall provide for adjustments thatshall be as nearly equivalent as may be practicable to the adjustments provided for in this Section6.          (ii) The Adjustment Events shall be (1) any reclassification or change of Common Stock (otherthan a change in par value, as a result of a subdivision or combination of Common Stock or inconnection with an Excluded Merger or Sale), (2) any consolidation, merger or mandatory shareexchange of the Company with or into another corporation (other than a merger or mandatory shareexchange with another corporation in which the Company is a continuing corporation and which doesnot result in any reclassification or change other than a change in par value or as a result of asubdivision or combination of Common Stock), other than (each of the following referred to as an“Excluded Merger or Sale”) a transaction involving (A) sale of all or substantially all ofthe assets of the Company, (B) any merger, consolidation or similar transaction where the consideration payable to theshareholders of the Company by the acquiring Person consists substantially entirely of cash, orwhere the acquiring Person does not agree to assume the obligations of the Company underoutstanding warrants (including this Warrant). In the event of an Excluded Merger or Sale, if thesurviving, successor or purchasing Person does not agree to assume the obligations under thisWarrant, then the Company shall deliver a notice to
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the Warrant Holder at least 10 days before theconsummation of such Excluded Merger or Sale, the Warrant Holder may exercise this Warrant at anytime before the consummation of such Excluded Merger or Sale (and such exercise may be madecontingent upon the consummation of such Excluded Merger or Sale), and any portion of this Warrantthat has not been exercised before consummation of such Excluded Merger or Sale shall terminate andexpire, and shall no longer be outstanding.     (b) Subdivision or Combination of Shares. If the Company, at any time while thisWarrant is unexpired and not exercised in full, shall subdivide its Common Stock, the ExercisePrice shall be proportionately reduced as of the effective date of such subdivision, or, if theCompany shall take a record of holders of its Common Stock for the purpose of so subdividing, as ofsuch record date, whichever is earlier. If the Company, at any time while this Warrant isunexpired and not exercised in full, shall combine its Common Stock, the Exercise Price shall beproportionately increased as of the effective date of such combination, or, if the Company shalltake a record of holders of its Common Stock for the purpose of so combining, as of such recorddate, whichever is earlier.     (c) Stock Dividends. If the Company, at any time while this Warrant is unexpired andnot exercised in full, shall pay a dividend or other distribution in shares of Common Stock to allholders of Common Stock, then the Exercise Price shall be adjusted, as of the date the Companyshall take a record of the holders of its Common Stock for the purpose of receiving such dividendor other distribution (or if no such record is taken, as at the date of such payment or otherdistribution), to that price determined by multiplying the Exercise Price in effect immediatelyprior to such payment or other distribution by a fraction: (i) the numerator of which shall be thetotal number of shares of Common Stock outstanding immediately prior to such dividend ordistribution, and (ii) the denominator of which shall be the total number of shares of Common Stockoutstanding immediately after such dividend or distribution. The provisions of this subsection (c)shall not apply under any of the circumstances for which an adjustment is provided in subsections(a) or (b).     (d) Liquidating Dividends, Etc. If the Company, at any time while this Warrant isunexpired and not exercised in full, makes a distribution of its assets or evidences ofindebtedness to the holders of its Common Stock as a dividend in liquidation or by way of return ofcapital or other than as a dividend payable out of earnings or surplus legally available fordividends under applicable law or any distribution to such holders made in respect of the sale ofall or substantially all of the Company’s assets (other than under the circumstances provided forin the foregoing subsections (a) through (c)), then the Warrant Holder shall be entitled to receiveupon exercise of this Warrant in addition to the Warrant Shares receivable in connection therewith,and without payment of any consideration other than the Exercise Price, the kind and amount of suchdistribution per share of Common Stock multiplied by the number of Warrant Shares that, on therecord date for such distribution, are issuable upon such exercise of the Warrant (with no furtheradjustment being made following any event which causes a subsequent adjustment in the number ofWarrant Shares issuable), and an appropriate provision therefor shall be made a part of any suchdistribution. The value of a distribution that is paid in other than cash shall be determined ingood faith by the Board of Directors of the Company. Notwithstanding the foregoing, in the eventof a proposed dividend in liquidation or distribution to the shareholders made in respect of thesale of all or substantially all of the Company’s assets, the Company shall deliver a notice to theWarrant Holder at least 10 days before the consummation of such event, the Warrant Holder mayexercise this Warrant at any time before the consummation of such event (and such exercise may bemade contingent upon the consummation of such event), and any portion of this Warrant that has not beenexercised before consummation of such event shall terminate and expire, and shall no longer beoutstanding.     Section 7. Notice of Adjustments. Whenever the Exercise Price or number of WarrantShares shall be adjusted pursuant to Section 6 hereof, the Company shall promptly prepare acertificate signed by its Chief Executive Officer or Chief Financial Officer setting forth inreasonable detail the event requiring
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the adjustment, the amount of the adjustment, the method bywhich such adjustment was calculated (including a description of the basis on which the Company’sBoard of Directors made any determination hereunder), and the Exercise Price and number of WarrantShares purchasable at that Exercise Price after giving effect to such adjustment, and shallpromptly cause copies of such certificate to be sent by overnight courier to the Warrant Holder.     Section 8. No Impairment. The Company will not, by amendment of its Amended andRestated Articles of Incorporation or By-Laws or through any reorganization, transfer of assets,consolidation, merger, dissolution or issue or sale of securities, avoid or seek to avoid theobservance or performance of any of the terms of this Warrant, but will at all times in good faithassist in the carrying out of all such terms and in the taking of all such action as may benecessary or appropriate in order to protect the rights of the Warrant Holder against impairment.Without limiting the generality of the foregoing, the Company (a) will not increase the par valueof any Warrant Shares above the amount payable therefor on such exercise, and (b) will take allsuch action as may be reasonably necessary or appropriate in order that the Company may validly andlegally issue fully paid and nonassessable Warrant Shares on the exercise of this Warrant.     Section 9. Rights As Stockholder. Except as set forth in Section 6 above, prior toexercise of this Warrant, the Warrant Holder shall not be entitled to any rights as a stockholderof the Company with respect to the Warrant Shares, including (without limitation) the right to votesuch shares, receive dividends or other distributions thereon or be notified of stockholdermeetings. However, in the event of any taking by the Company of a record of the holders of anyclass of securities for the purpose of determining the holders thereof who are entitled to receiveany dividend (other than a cash dividend) or other distribution, any right to subscribe for,purchase or otherwise acquire any shares of stock of any class or any other securities or property,or to receive any other right, the Company shall mail to the Warrant Holder, at least ten (10) daysprior to the date specified therein, a notice specifying the date on which any such record is to betaken for the purpose of such dividend, distribution or right, and the amount and character of suchdividend, distribution or right.     Section 10. Replacement of Warrant. Upon receipt of evidence reasonably satisfactoryto the Company of the loss, theft, destruction or mutilation of the Warrant and, in the case of anysuch loss, theft or destruction of the Warrant, upon delivery of an indemnity agreement or securityreasonably satisfactory in form and amount to the Company or, in the case of any such mutilation,on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver,in lieu thereof, a new Warrant of like tenor.     Section 11. Choice of Law. This Warrant shall be construed under the laws of theState of New York.     Section 12. Entire Agreement; Amendments. Except for any written instrumentconcurrent or subsequent to the date hereof executed by the Company and the Investor, this Warrantand the Agreement contain the entire understanding of the parties with respect to the matterscovered hereby and thereby. No provision of this Warrant may be waived or amended other than by awritten instrument signed by the party against whom enforcement of any such amendment or waiver issought.     Section 13. Restricted Securities.     (a) Registration or Exemption Required. This Warrant has been issued in a transactionexempt from the registration requirements of the Securities Act of 1933, as amended, in relianceupon the provisions of Section 4(2) thereof. This Warrant and the Warrant Shares issuable uponexercise of this
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Warrant may not be resold except pursuant to an effective registration statementor an exemption to the registration requirements of the Securities Act of 1933 and applicable statelaws.     (b) Legend. Any replacement Warrants issued pursuant to Section 2 and Section 10hereof and, unless a registration statement has been declared effective by the SEC in accordancewith the Securities Act of 1933, as amended, with respect thereto, any Warrant Shares issued uponexercise hereof, shall bear the following legend:“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDERTHE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANYOTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON ANEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCHOTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST ORPARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO ATRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.”     (c) No Other Legend or Stock Transfer Restrictions. No legend other than the onespecified in Section 13(b) has been or shall be placed on the share certificates representing theWarrant Shares and no instructions or “stop transfer orders” (so called “stock transferrestrictions”) or other restrictions have been or shall be given to the Company’s transfer agentwith respect thereto other than as expressly set forth in this Section 13.     (d) Assignment. Assuming the conditions of Section 13(a) above regarding registrationor exemption have been satisfied, the Warrant Holder may sell, transfer, assign, pledge orotherwise dispose of this Warrant (each of the foregoing, a “Transfer”), in whole or in part, butonly to an Affiliate of the Warrant Holder. The Warrant Holder shall deliver a written notice toCompany, substantially in the form of the Assignment attached hereto as Exhibit B, indicating theperson or persons to whom the Warrant shall be Transferred and the respective number of warrants tobe Transferred to each assignee. The Company shall effect the Transfer within ten (10) days, andshall deliver to the Transferee(s) designated by the Warrant Holder a Warrant or Warrants of liketenor and terms for the appropriate number of shares. In connection with and as a condition of anysuch proposed Transfer, the Company may request (i) the Warrant Holder to provide an opinion ofcounsel to the Warrant Holder in form and substance reasonably satisfactory to the Company to theeffect that the proposed Transfer complies with all applicable federal and state securities lawsand (ii) any such Transferee to provide customery representations and warranties attendant to theacquisition of unregistered securities, including, without limitation, the Transferee’s investmentintent and status as an “accredited investor” within the meaning of Regulation D.     (e) Investor’s Compliance. Nothing in this Section 13 shall affect in any way theInvestor’s obligations under any agreement to comply with all applicable securities laws uponresale of the Common Stock.     Section 14. Notices. All notices, demands, requests, consents, approvals, and othercommunications required or permitted hereunder shall be given in accordance with Section 10.04 ofthe Purchase Agreement.
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     Section 15. Miscellaneous. This Warrant and any term hereof may be changed, waived,discharged or terminated only by an instrument in writing signed by the party against whichenforcement of such change, waiver, discharge or termination is sought. The headings in thisWarrant are for purposes of reference only, and shall not limit or otherwise affect any of theterms hereof. The invalidity or unenforceability of any provision hereof shall in no way affectthe validity or enforceability of any other provision.     Section 16. Company Call Right.     (a) If a Funding Default occurs, the Company shall have the right to demand the surrender ofthis Warrant or any remaining portion thereof, Shares and/or cash from the Investor as follows (the“Call Right”):          (i) If the Investor has not previously exercised this Warrant in full, then the Company shallhave a right to demand the surrender of this Warrant, or remaining portion thereof, from theInvestor without compensation, and the Investor shall promptly surrender this Warrant, or remainingportion thereof. Following such demand for surrender, this Warrant shall automatically be deemedto have been canceled and shall have no further force or effect.          (ii) If, prior to receiving a Call Right Notice, the Investor has previously exercised thisWarrant with respect to some or all of the Warrant Shares, and the Investor has not previously soldsuch Warrant Shares, then Company shall have a right to purchase from the Investor that number ofshares of Common Stock equal to the number of shares of Common Stock issued in connection with theexercise(s) of the Warrant, at a repurchase price per share equal to the price per share paid bythe Investor in connection with such exercise(s). For greater certainty, (a) if Warrant Shareswere exercised for cash, the purchase price per share under the Call Right shall be equal to theExercise Price, (b) if Warrant Shares were exercised on a cashless exercise basis, the purchaseprice per share for such Warrant Shares under the Call Right shall be zero, and (c) if such WarrantShares were exercised on both a cash and cashless exercise basis, the purchase price per shareunder the Call Right shall be equal to the total amount of cash paid in connection with such cashexercise(s) divided by the total number of shares of Common Stock issued in connection with allexercises of the Warrant (whether on a cash or cashless basis).          (iii) If, prior to receiving a Call Right Notice, the Investor has previously exercised thisWarrant with respect to some or all of the Warrant Shares, and the Investor subsequently sold suchWarrant Shares, then the Investor shall remit to the Company the excess, if any, of (x) theproceeds received by Investor through the sale of such Warrant Shares, over (y) the aggregateExercise Price for such Warrant Shares. In the event that the Investor obtained such WarrantShares through a Cashless Exercise, then the Investor shall instead remit to the Company allproceeds received by the Investor through the sale of such Warrant Shares. For the avoidance ofdoubt, in the event that the Investor has sold some or all of the Warrant Shares prior to receivinga Call Right Notice, then the right set forth in this paragraph (iii) shall constitute the soleCall Right of the Company with respect to such Warrant Shares which have been sold.     (b) Company may exercise the Call Right by delivering a notice (the “Call RightNotice”)to the Investor within thirty (30) days after the occurrence of a FundingDefault. On the tenth (10th) business day following delivery of the Call Right Notice to theInvestor, the Company shall tender the purchase price, if any, and the Investor shall tender sharesof Common Stock, if any, to be sold to the Company pursuant to the Call Right Notice, immediatelyfollowing which the Company and the Investor shall consummate such purchase and sale. The CallRight shall survive both the assignment of the
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Warrant by the Investor and the disposition of theWarrant Shares by the Investor following exercise of the Warrant.     Section 17. Absence of Presumption. This Warrant shall be construed without regard toany presumption or rule requiring construction or interpretation against the party drafting orcausing any instrument to be drafted.[Remainder of this page intentionally left blank]
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     IN WITNESS WHEREOF, this Warrant was duly executed by the undersigned, thereunto dulyauthorized, as of the date first set forth above.         GENVEC, INC.           By: /s/ Paul H. Fischer       Paul H. Fischer, Ph.D.