Exhibit 10.37





Other Transactions (OT) Agreement/Modification P00005


OTHER TRANSACTION FOR PROTOTYPE AGREEMENT




BETWEEN




GenVec, Inc.


65 West Watkins Mill Road


Gaithersburg, MD 20878




AND




The Department of Homeland Security


Science & Technology Directorate


Washington, DC 20528




Agreement Number:
HSHQDC-07-9-00004Modification Number:
P00005Concerning:
Human Adenovirus Type C, Serotype 5


Replication Deficient Foot-and-Mouth Disease (FMD) Serotype-Specific Vectored Vaccines, and Vectored Biological Immunomodulators




Total Contractor Cost Share/Contribution: $1,226,463.00


Total Funds Obligated by This Modification: $1,226,463.00


Period of Performance: 01/30/2007 - 05/31/2011




Purchase Requisition Number: RSCB-10-00252 and RSCB-10-00273




Line of Appropriation:


RSCB-10-00252


$283,911.00


NONE000-000-02- 31-01-01-002-01-00-0000-00-00-00-00-GE-OE-25-50-000000




RSCB-10-00273


$942,552.00


NONE000-000-02-31-01-01-002-01-00-0000-00-00-00-00-GE-OE-25-50-000000




Authority: Section 831 of the Homeland Security Act of 2002, Public Law 107-296, as amended by Public Law 110-161.




The Modification of the Agreement is entered into between the United States of America, hereinafter called the Government, represented by The Department of Homeland Security (DHS), and GenVec, Inc., pursuant to and under US Federal law.




*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









FOR GENVEC:

FOR THE UNITED STATES OF AMERICA:/s/ Douglas J. Swirsky
9/20/2010

/s/ Kristian Jovanovic
9/20/2010(Signature)
(Date)

(Signature)
(Date)Douglas J. Swirsky, CFO


Kristian JovanovicGenVec


OT Agreements Officer




Subject OTA is hereby modified as follows:




ARTICLE II: TERM




The Period of Performance for this agreement is extended through 05/31/2011.




ARTICLE III: STATEMENT OF OBJECTIVES




The purpose of this modification is to add additional level of effort, in accordance with the attached revised Statement of Work, which is within original scope of work.




Total amount obligated by this modifications $1,226,463.00




Unless specifically addressed by this modification, all terms and conditions of this Other Transaction Agreement remain unchanged.




*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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Scope of Work




For option year 2, GenVec will conduct* for the FMD Vaccine candidate as required by DHS and USDA CVB for completion of milestone 10.  Due to additional funding requirements *, additional funding in the amount of $1,226,463 will be provided to complete these tests.




Justification:


The DHS contract with GenVec, under agreement #HSHQDC-07-9-00004, has a goal to obtain a conditional license for the FMD product.  *




Deliverables




See Attachment II for detailed list and description of technical data and physical deliverables associated.




Other Contract Details




A.
Period of Performance.  The period of performance for this revised SOW is a base period from the contract year one option award date to May 31, 2011.  DHS may give subsequent extension notices to GenVec, Inc. in writing for further performance in accordance with the terms of this SOW.




B.
Travel.  All travel must be approved by the DHS Technical Representative.  All foreign travel must be approved in advance by the ORD Program Manager, DHS Programs, Plans and Budgets (PPB), and the DHS S&T Special Assistant for International Policy.




C.
DHS-Furnished Information.




i.
DHS will provide certain DHS information, materials, and forms unique to DHS to GenVec, Inc. to support certain tasks under this SOW.  Delays in the supply of DHS information, materials to GenVec could result in delays to the completion of certain deliverables.


ii.
The DHS S&T Technical Representative identified in this SOW will be the point of contact (POC) for identification of any required information to be supplied by DHS.


iii.
GenVec; Inc. will prepare any documentation according to the guidelines provided by DHS.




*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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E.
Place of Performance.  GenVec, Inc. will perform the work under this SOW at their place of R&D business, located in Gaithersburg, MD and through the use of sub-contractors where required as identified in this SOW.




F.
DHS-Furnished Property.  DHS property will not be provided to GenVec, Inc. unless otherwise agreed to by the parties of the agreement.




G.
Deliverables.  GenVec, Inc. will provide all deliverables identified in this SOW directly to the DHS S&T Technical Representative with a copy of the transmittal letter to the Other Transaction Contracting Officer and as otherwise specified in this SOW.




H.
Publications.  All manuscripts must be approved prior to submission by the DHS S&T Technical Representative at PlADC and by the GenVec Technical Representative with approval not to be unreasonably withheld by either party.




I.
Program Status Report.  GenVec, Inc. will deliver a quarterly program status reports to the DHS S&T Technical Representative and DHS S&T Resource Manager containing the following metrics: (1) monthly scientific reports will be delivered to the DHS S&T Technical Representative according to mutually agreed upon format and content requirements; and (2) a monthly report, including financial, schedule, and scope information, risk information and an assessment of performance will be delivered to the DHS S&T Technical Representative and the DHS S&T Resource Manager.  Financial data should include monthly expenditures for labor, travel and equipment.




J.
Security Requirements.  All work performed under this SOW is unclassified unless otherwise specified by DHS.  If classified work is required under this SOW, DHS will provide specific guidance to the contractor as to which work will be conducted in a classified manner and at which classification level.  GenVec, lnc. participants will also adhere to applicable government orders, guides, and directives while performing the work hereunder.




Points of Contact




GenVec, Inc. Points of Contact (POCs):




·
Technical POC(s) —


*


65 West Watkins Road


Gaithersburg, MD 20878


Phone: *


*




·
Financial POC(s) —


*


65 West Watkins Road


Gaithersburg, MD 20878


Phone: *


*




*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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DHS POCs:




·
DHS S&T Technical Representative —


*


DHS Director of Science


Plum Island Animal Disease Center


P.O. Box 848


Greenport, NY 11944


*


*




·
Resource Manager


*


Department of Homeland Security


ATTN: Science and Technology Directorate/Office, *


Washington, DC 20528


*


*




Either party may change its representatives named in this Statement of Work by written notification to the other Party.  The Government will effect the change as stated in subparagraph C.4 of Article IV of the Other Transaction Agreement.




*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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ATTACHMENT I - STATEMENT OF WORK EXECUTION


(Option Year 2 Funded Milestones)




Milestone 10:*




General Approach




GenVec will complete studies required by USDA CVB to successfully fulfill all safety requirements as outlined by the USDA *.




Additional activities required by CVB will be carried out to obtain a conditional license for the FMD product *.




*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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ATTACHMENT II




LIST OF TECHNICAL DELIVERABLES


OPTION YEAR TWO




Milestone 10

*
*
**
*




MILESTONE DELIVERABLES


OPTION YEAR 2




Milestone 10
**
$1,226,463





*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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