<Page>

                                                                   Exhibit 10.24

                                                               December 31, 2001

Mr. Thomas E. Smart
GenVec, Inc.
65 West Watkins Mill Road
Gaithersburg, MD  20878

SUBJECT:  LETTER CONTRACT NO. 21XS073A FOR THE PRODUCTION OF ADENOVIRAL
          VECTOR-BASED HIV VACCINE CANDIDATES CONSISTENT WITH FDA
          REQUIREMENTS SUITABLE FOR SUBSEQUENT PHASE III CLINICAL TRIALS

Dear Mr. Smart:

This Letter Contract No. 21XS073A entered into between SAIC-Frederick, Inc. and
Genvec, Inc., hereinafter referred to as the "Contractor," is to provide for the
initiation of work related to the production of adenoviral vector based HIV
vaccine candidates consistent with FDA requirements suitable for subsequent
Phase III clinical trials in accordance with the enclosed Sections B - J,
incorporated herein. As such, the following clauses and provisions are hereby
incorporated and made part of this letter contract.

1)      52.216-23  EXECUTION AND COMMENCEMENT OF WORK (APR 1984)

        The Contractor shall indicate acceptance of this letter contract by
        signing three copies of the contract and returning them to the
        Contracting Officer not later than December 31, 2001. Upon acceptance by
        both parties, the Contractor shall proceed with performance of the work,
        including purchase of necessary materials.

2)      52.216-24  LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

        (a)     In performing this contract, the Contractor is not authorized
                to make  expenditures  or incur obligations exceeding $*.

        (b)     The maximum amount for which the Government shall be liable if
                this contract is terminated is $*.

(*)=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED BY A "*".

                                  Page 1 of 55
<Page>

3)      CONTRACT DEFINITIZATION

        (a)     NEGOTIATION OF DEFINITIVE CONTRACT. The parties contemplate
                that this letter contract will be superseded on or before
                January 28, 2002 by a definitized contract consisting of the
                terms and conditions set forth in Sections B through J attached
                hereto, except for the "TBD" figures set forth in Articles B.3
                (relating to estimated costs of contract performance) and F.2
                (relating to the required level of effort), and the definitized
                actual dollar amounts to be supplied in Article B.4 (relating to
                fee). Based upon GenVec's updated cost proposal and supporting
                data submitted on December 28, 2001, the parties agree to
                continue to diligently negotiate the estimated costs of contract
                performance and the corresponding level of effort. Upon
                definitization of the estimated costs of contract performance,
                the parties shall convert the agreed-upon fixed base fee
                percentages and fixed incentive fee percentages set forth in
                Article B.4 of this letter contract to actual dollar amounts and
                definitize Article B.4 at those amounts. As part of
                definitization, the parties shall also agree on: (i) a
                definition of "critical Milestone I activities" as used in
                Article B.4; and (ii) authorized travel costs as used in Article
                B.5.

        (b)     SCHEDULE FOR DEFINITIZATION. The parties are currently
                negotiating the estimated costs of contract performance and
                required level of effort. The target date for definitization of
                the contract is January 28, 2002.

        (c)     TERMINATION OF LETTER CONTRACT. This letter contract shall
                terminate upon (i) the execution of a definitized contract; or
                (ii) unless sooner extended by mutual agreement of the
                parties, at 5:00 p.m. EST on January 28, 2002, whichever
                occurs first. In the event of termination under the foregoing
                alternative (ii), the termination shall be deemed to be a
                termination for convenience pursuant to the termination clause
                of this letter contract, FAR 52.249-6, Termination
                (Cost-Reimbursement).

4)      PAYMENTS OF ALLOWABLE COSTS BEFORE DEFINITIZATION

        (a)     REIMBURSEMENT RATE. Pending the placing of the definitive
                contract referred to in this letter contract, the Government
                will promptly reimburse the Contractor for all allowable costs
                under this contract at the following rates:

                -   Direct Costs: * percent of all allowable, and if applicable,
                    approved costs
                -   Other Direct Costs: * percent of all allowable, and if
                    applicable, approved costs
                -   Indirect Rates as follows:
                    -  Fringe Benefits (FB): *% of Direct Labor Costs (DLC)
                    -  Overhead (OH): *% of the sum of DLC and FB
                    -  G&A: *% of the sum of DLC, FB, and OH

        (b)     LIMITATION OF REIMBURSEMENT. To determine the amounts payable to
                the Contractor under this letter contract, the Contracting
                Officer shall determine allowable costs in accordance with the
                applicable cost principles in Part 31 of the Federal Acquisition

                                  Page 2 of 55
<Page>

                Regulation (FAR). The total reimbursement made under this
                paragraph shall not exceed * percent of the maximum amount of
                the Government's liability, as stated in Section 2.B of this
                contract.

        (c)     INVOICING. Payments shall be made promptly to the Contractor
                when requested as work progresses, but (except for small
                business concerns) not more often than every 2 weeks, in amounts
                approved by the Contracting Officer. The Contractor shall submit
                to an authorized representative of the Contracting Officer, in
                such form an invoice or voucher supported by a statement of the
                claimed allowable cost incurred by the Contractor in the
                performance of this contract in accordance with Attachment 2
                entitled, "INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL
                REPORTING INSTRUCTIONS FOR NIH COST-REIMBURSEMENT CONTRACTS,
                NIH(RC)-4."

        (d)     ALLOWABLE  COSTS. For the purpose of determining  allowable
                costs, the term "costs" includes--(1) Those recorded costs that
                result, at the time of the request for reimbursement, from
                payment by cash, check, or other form of actual payment for
                items or services purchased directly for the contract; (2) When
                the Contractor is not delinquent in payment of costs of contract
                performance in the ordinary course of business, costs incurred,
                but not necessarily paid, for- (i) Supplies and services
                purchased directly for the contract, provided payments will be
                made-- (A) In accordance with the terms and conditions of a
                subcontract or invoice; and (B) Ordinarily prior to the
                submission of the Contractor's next payment request to the
                Government; (ii) Material issued from the Contractor's stores
                inventory and placed in the production process for use on the
                contract; (iii) Direct labor; (iv) Direct travel; (v) Other
                direct in-house costs; and (vi) Properly allocable and allowable
                indirect costs as shown on the records maintained by the
                Contractor for purposes of obtaining reimbursement under
                Government contracts; and (3) The amount of financing payments
                that the Contractor has paid by cash, check, or other forms of
                payment to subcontractors.

        (e)     SMALL BUSINESS  CONCERNS.  A small business  concern may receive
                more frequent payments than every 2 weeks.

        (f)     AUDIT. At any time before final payment, the Contracting Officer
                may have the Contractor's invoices or vouchers and statements of
                costs audited. Any payment may be - (1) Reduced by any amounts
                found by the Contracting Officer not to constitute allowable
                costs; or (2) Adjusted for overpayments made on preceding
                invoices or vouchers.

                                  Page 3 of 55
<Page>

Upon your acceptance below, this letter constitutes a contract and signifies
mutual agreement.

                                 Sincerely,

                                 SAIC Frederick


                                 Dennis J. Dougherty
                                 Manager, Research Contracts

DJD:JBL
--------------------------------------------------------------------------------

                                  Date:
                                              -------------------
Accepted:
                  ------------------------------------------------

By:
                  ------------------------------------------------
                  (Signature)

Title:
                  ------------------------------------------------

                                  Page 4 of 55
<Page>

CONTRACT NO.
21XS073A
                               SPECIAL PROVISIONS

                           TABLE OF CONTRACT CONTENTS

<Table>
<S>                                                                                                     <C>
NOTICE...................................................................................................7
PART I...................................................................................................8
   SECTION B - SUPPLIES OR SERVICES AND COST PROVISIONS..................................................8
         ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES..........................................8
         ARTICLE B.2. TYPE OF CONTRACT...................................................................8
         ARTICLE B.3. CONTRACT PRICE/COST................................................................8
         ARTICLE B.4. FEE................................................................................9
         ARTICLE B.5. PROVISIONS APPLICABLE TO DIRECT COSTS.............................................10
         ARTICLE B.6. LIMITATION OF COST................................................................10
         ARTICLE B.7. AVAILABILITY OF FUNDS.............................................................11
   SECTION C - DESCRIPTION/SPECIFICATION/STATEMENT OF WORK..............................................12
         ARTICLE C.1. BACKGROUND........................................................................12
         ARTICLE C.2. STATEMENT OF WORK (SOW)...........................................................12
         ARTICLE C.3. DELIVERABLES......................................................................22
         ARTICLE C.4. ITEMS TO BE FURNISHED TO THE CONTRACTOR...........................................25
   SECTION D - PACKAGING AND SHIPMENT...................................................................26
         ARTICLE D.1. PACKAGING AND SHIPMENT............................................................26
   SECTION E - INSPECTION AND ACCEPTANCE................................................................27
         ARTICLE E.1. INSPECTION AND ACCEPTANCE.........................................................27
         ARTICLE E.2. cGMP INSPECTION REQUIREMENTS......................................................27
   SECTION F - DELIVERIES OR PERFORMANCE................................................................28
         ARTICLE F.1. PERIOD OF PERFORMANCE.............................................................28
         ARTICLE F.2. LEVEL OF EFFORT...................................................................29
         ARTICLE F.3. WORKING FILES.....................................................................29
   SECTION G - CONTRACT ADMINISTRATION DATA.............................................................30
         ARTICLE G.1. CONTRACT REPRESENTATIVES..........................................................30
         ARTICLE G.2. KEY PERSONNEL.....................................................................31
         ARTICLE G.3. INVOICE SUBMISSION................................................................31
         ARTICLE G.4. INDIRECT COST RATES...............................................................32
         ARTICLE G.5. GOVERNMENT PROPERTY...............................................................32
         ARTICLE G.6. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE...................................33
   SECTION H - SPECIAL CONTRACT REQUIREMENTS............................................................34
         ARTICLE H.1. REFERENCES TO THE DEPARTMENT OF HEALTH AND HUMAN SERVICES PROJECTS................34
         ARTICLE H.2. SAFETY AND BIOSAFETY STANDARDS....................................................34
         ARTICLE H.3. HUMAN SUBJECTS....................................................................34
         ARTICLE H.4. HUMAN MATERIALS...................................................................34
         ARTICLE H.5. CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH.................................34
         ARTICLE H.6. NEEDLE EXCHANGE...................................................................35
</Table>

<Page>

<Table>
<S>      <C>                                                                                            <C>
         ARTICLE H.7. ANIMAL WELFARE ASSURANCE..........................................................35
         ARTICLE H.8. RESTRICTION FROM USE OF LIVE VERTEBRATE ANIMALS...................................35
         ARTICLE H.9. PUBLICATIONS AND PUBLICITY........................................................36
         ARTICLE H.10.SALARY RATE LIMITATION LEGISLATION PROVISIONS.....................................36
         ARTICLE H.11.PRESS RELEASES....................................................................36
         ARTICLE H.12.REPORTING MATTERS INVOLVING FRAUD, WASTE, AND ABUSE...............................37
         ARTICLE H.13.EPA ENERGY STAR REQUIREMENTS......................................................37
         ARTICLE H.14.cGMP COMPLIANCE REQUIREMENTS......................................................37
         ARTICLE H.15 BUY AMERICAN ACT - BALANCE OF PAYMENTS PROGRAM CERTIFICATE........................38
         ARTICLE H.16.APPLICATION FOR INDEMNIFICATION PURSUANT TO PUBLIC LAW 85-804.....................38
         ARTICLE H.17.REQUIREMENT TO PROCURE AND MAINTAIN INSURANCE PURSUANT TO HHSAR 352.228-7,
           INSURANCE - LIABILITY TO THIRD PERSONS (DEC 1991)............................................39
         ARTICLE H.18.INTELLECTUAL PROPERTY AND DATA RIGHTS.............................................39
         ARTICLE H.19.HOLD HARMLESS AND INDEMNITY.......................................................40
         ARTICLE H.20.EXCLUSIVE REMEDY FOR DEFAULT......................................................41
PART II.................................................................................................42
   SECTION I - CONTRACT CLAUSES.........................................................................42
         ARTICLE I.1. FAR 52.252-2, CLAUSES INCORPORATED BY REFERENCE (FEB 1998)........................42
         ARTICLE I.2. ADDITIONAL CLAUSES................................................................43
PART III................................................................................................46
   SECTION J  LIST OF DOCUMENTS, EXHIBIT AND OTHER ATTACHMENTS..........................................46
         ARTICLE J.1. ATTACHMENTS.......................................................................46
TERMS AND CONDITIONS....................................................................................47
</Table>

<Page>

                                     NOTICE

Although SAIC Frederick, Inc., the issuer of this Solicitation, is a commercial
organization, it has in the interest of economy, used Government contract
clauses, provisions, and forms throughout this subcontract. Except as otherwise
stated, the following definitions apply throughout this subcontract:

         -   The terms "Contracting Officer" and "Government" mean "Contractor"
             (SAIC Frederick, Inc.) provided; however, the terms "Government"
             and "Contracting Officer" shall retain their original meaning in
             the herein FAR clauses relating to audit of books and records and
             the inspection of research and development and articles related to
             intellectual property and data.
         -   The term "Contractor" means "Subcontractor" (GenVec, Inc.) and the
             term "Contract" means "Subcontract".

These above conditions also apply to the usage of these words as they appear
through the SPECIAL PROVISIONS and all other terms and conditions applicable to
this Solicitation.

<Page>

                                     PART I
              SECTION B - SUPPLIES OR SERVICES AND COST PROVISIONS

ARTICLE B.1.  BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

Independently, and not as an agent of SAIC Frederick/NCI, the Contractor shall
use its best efforts, within the level of effort specified in this Contract for
the base period and each option period that may be exercised, to furnish
services, qualified personnel, materials, equipment, and facilities (other than
materials, equipment and facilities to be provided by SAIC Frederick/NCI under
the terms of this Contract) as needed to perform the work specified in the
Statement of Work (SOW) set forth in Section C below. In particular, the
Contractor shall use its best efforts to produce adenoviral vectors
(Adenovectors) containing HIV-1 genes supplied by the NIH for the use in HIV
vaccine clinical trials. The Contractor shall also use its best efforts to
provide a packaging cell line appropriate for adenovectors that are designed to
exclude the possibility of producing replication competent adenovirus (RCA). The
Contractor shall also use its best efforts to produce cell banks of the
packaging cell line and viral constructs; manufacture lots to support toxicology
testing; and produce lots for Phase I clinical manufacturing under current Good
Manufacturing Practices (cGMPs). The packaging cell line and the viral vectors
used must be compliant with cGMPs and regulatory guidance and suitable for
proceeding to Phase II-III trials, as well as ultimate product manufacture
licensure. Finally, the Contractor shall also use its best efforts to develop
production methods amenable to large-scale cGMP production and to provide any
other supplies or services specified in the SOW. It is understood by both
parties that the HIV-1 genes supplied have not been fully evaluated for their
suitability for insertion into Adenovectors, and if they can be inserted, that
the resulting adenovectors can be produced in a manner and scale suitable for
clinical testing. The Contractor will provide best efforts to manufacture these
vectors and will notify the Government at such time that it deems the project
can not yield the deliverables identified in Section C and will schedule a
meeting with the Project Officer and Contracting Officer to explain why the
project can not yield the required deliverables.

ARTICLE B.2.  TYPE OF CONTRACT

A.   The contract shall be a Cost Plus Fixed Fee (CPFF), Level of Effort (LOE)
     contract.

ARTICLE B.3.  CONTRACT PRICE/COST

A.   To be determined in accordance with Paragraph 3., "Contract
     Definitization," of Letter Contract 21XS073A.
B.   The total cost of this Contract, including the base period and two option
     years, is $  [TBD].
C.   The total costs applicable to the base period and each option period is as
     follows:

<Page>

<Table>
<Caption>
     Period           Period Covered                              Total Cost
     --------------   -----------------                          ------------
     <S>              <C>                                         <C>
     Base Period      12 months from date of contract award       $    [TBD]
                                                                  ----------
     Option Year 1    Subsequent 12 months                        $    [TBD]
                                                                  ----------
     Option Year 2    Subsequent 12 months                        $    [TBD]
                                                                  ----------
</Table>

ARTICLE B.4.  FEE

A.   To be determined in accordance with Paragraph 3, "Contract
     Definitization," of Letter Contract 21XS073A. The stated percentages
     shall be converted upon definitization to absolute dollar amounts based
     on the estimated costs for Milestones I, II, and III.

B.   FIXED FEE.

     (1)      For work pertaining to the milestones listed below, the Government
              shall pay the Contractor a fixed fee as follows:

<Table>
<Caption>
              Milestone                 Fee
              ------------------        ----------------
                 <S>                    <C>
                   I                    $    [*% OF MILESTONE I COSTS]
                                         -----------------------------
                  II                    $    [*% OF MILESTONE II COSTS]
                                         ------------------------------
                 III                    $    [*% OF MILESTONE III COSTS]
                                         -------------------------------
</Table>

     (2)      The Contractor earns and may invoice for, and the Government
              shall pay, the base fee for each period on a pro rata basis
              throughout that period.

C.   Incentive Fee.

     (1)      In addition to the base fee, the Government shall pay the
              Contractor an incentive fee for early completion of critical
              Milestone I activities, which shall be defined during contract
              definitization. The amount of incentive fee shall be
              determined based upon the actual date of successful
              completion, as follows:

<Table>
<Caption>
              Completion Date                    Incentive Fee
              ------------------                 ------------------
              <S>                                <C>
              Contract Award + *                 $    [*% OF MILESTONE I COSTS]
                                                 ------------------------------
              Contract Award + *                 $    [*% OF MILESTONE I COSTS]
                                                  -----------------------------
              Contract Award + *                 $    [*% OF MILESTONE I COSTS]
                                                  -----------------------------
              Contract Award + *                 $    [*% OF MILESTONE I COSTS]
                                                  -----------------------------
</Table>

     (2)      The Contractor may invoice for, and the Government shall pay,
              the appropriate

<Page>

              specified incentive fee consistent with Paragraph C.1. at any time
              following successful completion of the critical Milestone I
              activities within one of the designated time periods.

     (3)      The Government is not obligated to *.

ARTICLE B.5.  PROVISIONS APPLICABLE TO DIRECT COSTS

A.   Items Unallowable Unless Otherwise Provided

Notwithstanding the clause(s), ALLOWABLE COST AND PAYMENT, incorporated in this
     contract, unless authorized in writing by the Contracting Officer, the
     costs of the following items or activities shall be unallowable as direct
     costs:

     (1)  Acquisition, by purchase or lease, of any interest in real property;
     (2)  Special rearrangement or alteration of facilities;
     (3)  Purchase or lease of any item of general purpose, office furniture, or
          office equipment regardless of dollar value. (General purpose
          equipment is defined as any items of personal property which are
          usable for purposes other than research, such as office equipment and
          furnishings, pocket calculators, etc.);
     (4)  Travel to attend general scientific meetings whether at domestic or
          foreign locations;
     (5)  Consultant expenses;
     (6)  Subcontracts.

B.   Travel Costs

     (1)  Domestic Travel

          (a)  Total expenditures for domestic travel (transportation, lodging,
               subsistence, and incidental expenses) incurred in direct
               performance of this Contract shall not exceed $ TBD without prior
               written approval of the Contracting Officer.

          (b)  The Contractor shall invoice and be reimbursed for all travel
               costs in accordance with FAR Subpart 31.205-46.

ARTICLE B.6.  LIMITATION OF COST

This Contract incorporates the Federal Acquisition Regulation Clause 52.232-20,
"Limitation of Cost (Apr 1984)" by reference, with the same force and effect as
if it were given in full text. The

<Page>

full text of this clause is available at http://www.arnet.gov/far. Upon request,
the Contracting Officer will make the full text available.

ARTICLE B.7.  AVAILABILITY OF FUNDS

52.232-19     Availability of Funds for the Next Fiscal Year       (April 1984)

Funds are not presently available for performance under this contract beyond
twelve months after contract award. The Government's obligation for performance
of this contract beyond that date is contingent upon the availability of
appropriated funds from which payment for contract purposes can be made. No
legal liability on the part of the Government for any payment may arise for
performance under this contract beyond twelve months after contract award until
funds are made available to the Contracting Officer for performance and until
the Contractor receives notice of availability, to be confirmed in writing by
the Contracting Officer.

<Page>

             SECTION C - DESCRIPTION/SPECIFICATION/STATEMENT OF WORK

ARTICLE C.1.  BACKGROUND

There are four main pieces of work:

1.   PROVISION OF A PACKAGING CELL LINE FOR ADENOVIRAL VECTORS
2.   ADENOVIRAL VECTOR CONSTRUCTION
3.   cGMP PRODUCTION AND TESTING OF THESE MATERIALS
4.   DEVELOPMENT OF SCALABLE MANUFACTURING PROCESSES AND TESTING METHODS

These four main pieces of work are expanded in the Statement of Work (SOW) below
into three detailed Milestones, which together constitute the entire
requirement. The three Milestones, each representing the critical phases, are
listed in the approximate chronological order in which they are to be initiated.

ARTICLE C.2.  STATEMENT OF WORK (SOW)

MILESTONE NUMBER 1 - PRODUCTION OF SIX (6) ADENOVIRAL VECTORS FOR PRE-CLINICAL
TOXICOLOGY TESTING AND CLINICAL SEED STOCK ESTABLISHMENT

A.       1.       Produce Specific Vaccine Products as Directed by the COTR

                  Produce, scale-up, characterize and formulate specific vaccine
                  products as directed by the COTR. Develop and produce SIX LOTS
                  OF AT LEAST 1 x 10(13) PARTICLES OF ADENOVIRAL VECTORS
                  CONTAINING SIX SEPARATE HIV-1 GENES IN A SUITABLE PACKAGING
                  CELL LINE WITH APPROPRIATE PURITY FOR PRE-CLINICAL TOXICOLOGY
                  TESTING. These lots will be used in the support of production
                  of material suitable for Phase I clinical testing. SAIC
                  Frederick will maintain Quality oversight and conduct audits
                  of all operations associated with this project.

                  TASK I: Construct adenoviral vectors and verify that sequences
                  are correct using genes provided by the Vaccine Research
                  Center (VRC), National Institute of Allergy and Infectious
                  Diseases (NIAID), National Institutes Health (NIH). This will
                  include insertion of HIV-1 genes into shuttle plasmids,
                  conversion of plasmids to adenovectors, expansion of vector
                  seed stocks, and certification of vectors to ensure sequences
                  are correct.

                  TASK II: Produce six (6) lots of Adenovectors using a
                  qualified packaging cell line consisting of at least 1 x
                  10/13/ particles per lot. The Contractor will use clinical
                  seed lots which are acceptable for production of clinical
                  trial material.

<Page>

                  TASK III: Perform preclinical toxicology testing on each
                  production lot bulk harvest. The tests will include, but are
                  not limited to the following:

                           (1)   Sterility testing on cell harvest (as per 21
                                   CFR 610.12)
                           (2)   Cultivatable and non-cultivatable mycoplasma
                                   assay (as per FDA PTC, 1993)
                           (3)   IN VITRO assay for adventitious viral
                                   contaminants
                           (4)   Bovine viral assay in cell lysates
                           (5)   Porcine parvovirus detection in cell lysates
                           (6)   RT-PCR assay for Hepatitis C
                           (7)   Replication competent adenoviruses (RCA) using
                                   A549 cells
                           (8)   The following PCR-based assays for the
                                   detection of:
                                 a.   Adeno-Associated viruses
                                 b.   B-19 parvovirus
                                 c.   HIV-1 and 2
                                 d.   HTLV-I/II
                                 e.   Hepatitis B
                                 f.   CMV
                                 g.   EBV

                           The above listed tests may be modified during the
                           duration of this Contract based on regulatory
                           developments within the adenoviral vector vaccine
                           field. Any changes to the above tests must be
                           approved by the SAIC Frederick COTR.

                  The following guidelines shall apply to the production of the
                  lots for toxicology testing:

                           a)    Where applicable, obtain starting materials
                                 from product inventory/supplier. Complete a
                                 material transfer agreement and confidentiality
                                 agreement, if needed.
                           b)    Develop detailed production plan, timeline and
                                 budget for manufacture of lots of candidate
                                 vaccine products.
                           c)    Where applicable, purchase or otherwise
                                 acquire, products and materials necessary
                                 for production of stated vaccine product.
                                 Ensure all raw materials and reagents
                                 conform to the FDA's current requirements on
                                 TSE risk and, where possible, remove all
                                 materials of animal origin from processes.
                           d)    Scale-up production to required capacity.
                           e)    Produce vaccine product in a form suitable
                                 for use in pre-clinical toxicology testing
                                 (including characterization, formulation,
                                 vialing, labeling, packaging and storage).
                                 These products shall be prepared under
                                 appropriate quality conditions and provide no

<Page>

                                 possibility of replication competent
                                 adenoviral particles due to homologous
                                 recombination.
                           f)    Maintain an inventory of test and pilot lots
                                 of vaccine products that have been produced.
                                 Periodically, as required by the COTR,
                                 examine titer or potency of vaccine
                                 products.
                           g)    Ship the manufactured, packaged, and labeled
                                 dosage forms utilizing shipping procedures
                                 and materials to maximize product stability.
                           h)    Manage and account for intellectual property
                                 rights that pre-exist or may develop through
                                 the activities of the Contractor, including
                                 maintenance of security of confidential
                                 and/or proprietary data.
                           i)    Where applicable and as directed by the
                                 COTR, produce reagents necessary for the
                                 testing or evaluation of immune responses to
                                 the vaccine product.

[NOTE #1. THE SIX HIV-1 GENES WILL BE PROVIDED BY THE VACCINE RESEARCH CENTER,
NIH. THE INSERTS ARE GENES FOR HIV PROTEINS. THE MATERIAL DOES NOT CONTAIN
ENOUGH OF THE VIRAL GENOME TO CAUSE INFECTION. THE GOVERNMENT WILL SUPPLY THE
DNA SEQUENCE AND APPROXIMATELY 1 MCG OF THE DNA PLASMID.]

         2.       Provide Facilities, Equipment and Resources

                  a)       Provide and/or contract facilities and equipment
                           suitable for pre-clinical production of vaccine
                           product.
                  b)       Manage the receipt, storage and manipulation of
                           biohazardous materials and maintain their viability
                           in facilities that provide aseptic and/or sterile
                           conditions as appropriate (as per Center for Disease
                           Control(CDC)/NIH Biosafety in Microbiological and
                           Biomedical Laboratories, U.S. Department of Health
                           and Human Services.)
                  c)       Contract and/or maintain and operate controlled
                           storage of samples at appropriate temperatures with
                           appropriate monitoring for failure (controlled room
                           temperature through -90(DEG.)C, liquid nitrogen
                           storage may be required for some products).
                  d)       Contract and/or provide protective garments,
                           equipment and sufficient monitoring to assure safe
                           handling of potentially hazardous materials,
                           including radioactive materials, for the safety and
                           protection of workers.
                  e)       Conduct work under the contract in accordance with
                           all applicable and current Federal, State, and Local
                           laws, codes ordinances and regulations, as well as
                           all PHS Safety and Health Provisions.

         3.       Perform Vaccine Lot Characterization Tests

                  TASK IV: The following tests will be performed on the final
                  product:

<Page>

                  At various steps during the manufacture of a vaccine, the
                  product must be characterized. Prior to the use of a vaccine
                  in pre-clinical studies that will support clinical studies,
                  the manufactured vaccine will need to undergo final lot
                  release testing. As described in the regulations for General
                  Biological Product Standards (21 CFR 610) the following tests
                  must be performed for each lot of vaccine.

                  a)       Test for Potency. A test for potency (21 CFR 610.10)
                           will evaluate in an IN VITRO or IN VIVO test the
                           specific ability of the vaccine to affect a given
                           response, such as an immune response in mice, which
                           should be supportive of the efficacy of the vaccine
                           in humans. In the case of viral vaccines constructs,
                           potency may be evidenced by the production of the
                           pertinent antigen in a transfected cell line. This
                           test will be developed and performed in conjunction
                           with the VRC/NIAID/NIH.
                  b)       Test for General Safety. The general safety test (21
                           CFR 610.11) must be performed in mice and guinea pigs
                           on each lot of vaccine to detect extraneous toxic
                           contaminants potentially introduced during
                           manufacture.
                  c)       Test for Sterility.  A test for sterility (21 CFR
                           610.12) must be performed as described in the
                           regulations. In addition, bacteriostasis/fungistasis
                           testing will also be performed.
                  d)       Test for Purity. A test for purity (21 CFR 610.13)
                           must be performed on each lot to ensure that the
                           product is free from extraneous material except for
                           that which is unavoidable due to the manufacturing
                           process.
                  e)       Test for Identity. The test for identity (21 CFR
                           610.14) is generally a physical or chemical test
                           performed to establish the identity of the material
                           in the final container.
                  f)       Test for Quantity.  A measure of the amount of
                           material present is imperative for calculating the
                           dilution of the bulk material required for the final
                           container fill.
                  g)       All other tests as may be required for specific
                           vaccine types.  Develop and validate procedures as
                           needed.

         4.       Perform Stability Testing

         Initiate and maintain appropriate stability tests that are required for
         further development of product to clinical trials. Maintain stability
         program as directed by the Contracting Officer's Technical
         Representative, SAIC Frederick. Stability studies will be continued per
         FDA discussion between the contractor, VRC/NIAID/NIH and SAIC
         Frederick.

         5.       Deliverables

                  a)       Six (6) pre-clinical lots composed of separate HIV-1
                           genes containing a

<Page>

                           total of at least 1.0 x 10(13) particles per lot.
                           Material packaging/labeling for pre-clinical
                           toxicology testing will be specified by the SAIC
                           Frederick COTR.

                  b)       Contractor will provide the requisite documentation
                           of the pre-clinical production, a review of the Batch
                           Production Records, along with the results of all
                           bulk and final product release tests, to the SAIC
                           Frederick COTR.

MILESTONE NUMBER 2 - EXPEDITIOUS PHASE I PRODUCTION OF ADENOVIRAL VECTORS

C.       1.       Produce Specific Vaccine Products as Directed by the COTR

                  Produce, scale-up, characterize and formulate specific vaccine
                  products as directed by the COTR. Develop and produce SIX (6)
                  LOTS OF AT LEAST 1 x 10(13) PARTICLES OF CLINICAL GRADE (cGMP)
                  ADENOVIRAL VECTORS CONTAINING SIX SEPARATE HIV-1 GENES in a
                  suitable packaging cell line with appropriate purity for
                  clinical human vaccine trials. SAIC Frederick will maintain
                  Quality oversight and conduct audits of all operations
                  associated with this project.

                  TASK I: Production of six (6) lots of at least 1 x 10(13)
                  particles of clinical grade (cGMP) adenoviral vectors. The
                  bulk cell harvests will be tested for use in clinical trials.
                  These tests will include, but are not limited to the
                  following:

                           (1)   Sterility testing on cell harvest (as per 21
                                 CFR 610.12)
                           (2)   Cultivatable  and  non-cultivatable
                                 mycoplasma  assay (as per FDA PTC, 1993)
                           (3)   IN VITRO assay for adventitious viral
                                 contaminants
                           (4)   Bovine viral assay in cell lysates
                           (5)   Porcine parvovirus detection in cell lysates
                           (6)   RT-PCR assay for Hepatitis C
                           (7)   Replication competent adenoviruses
                                 RCA) using A549 cells
                           (8)   The following PCR-based assays for the
                                 detection of:
                                 a. Adeno-Associated viruses
                                 b. B-19 parvovirus
                                 c. HIV-1 and 2
                                 d. HTLV-I/II
                                 e. Hepatitis B
                                 f. CMV
                                 g. EBV

<Page>

                           The above listed tests may be modified during the
                           duration of this contract based on regulatory
                           developments within the adenoviral vector vaccine
                           field. Any changes to the above tests will be
                           forwarded to the SAIC Frederick Contracting Officer's
                           Technical Representative.

                  The following guidelines shall apply to the production of the
                  lots for Phase I Clinical Lot testing:

                           a)    Where applicable, obtain starting
                                 materials from product inventory/supplier.
                                 Complete a material transfer agreement and
                                 confidentiality agreement, if needed.
                           b)    Where applicable, purchase or otherwise
                                 acquire, products and materials necessary
                                 for production of stated vaccine product.
                                 Ensure all raw materials and reagents
                                 conform to current requirements by FDA on
                                 TSE risk and, where possible, remove all
                                 materials of animal origin from processes.
                           c)    Scale-up production to required capacity.
                           d)    Produce vaccine product in a form suitable
                                 for use in human clinical studies (including
                                 characterization, formulation, vialing,
                                 labeling, packaging and storage). These
                                 products shall be prepared under cGMP
                                 conditions and provide no possibility of
                                 replication competent adenoviral particles
                                 due to homologous recombination.
                           e)    Maintain an inventory of test and pilot lots
                                 of vaccine products that have been produced.
                                 Periodically, as required by the technical
                                 officer, examine titer or potency of vaccine
                                 products.
                           f)    Ship the manufactured, packaged, and labeled
                                 dosage forms utilizing shipping procedures
                                 and materials to maximize product stability.
                           g)    Manage and account for intellectual property
                                 rights that pre-exist or may develop through
                                 the activities of the Contractor, including
                                 maintenance of security of confidential
                                 and/or proprietary data.
                           h)    Where applicable and as directed by the
                                 COTR, produce reagents necessary for the
                                 testing or evaluation of immune responses to
                                 the vaccine product.

         2.       Provide Facilities, Equipment and Resources

                  The following shall apply to the production of the cGMP lots
                  for clinical trials:

                  a)       Provide and/or contract facilities and equipment
                           suitable for cGMP production of vaccine product.
                  b)       Manage the receipt, storage and manipulation of
                           biohazardous materials and maintain their viability
                           in facilities that provide aseptic and/or sterile

<Page>

                           conditions as appropriate (as per CDC (Center for
                           Disease Control)/NIH Biosafety in Microbiological and
                           Biomedical Laboratories, U.S. Department of Health
                           and Human Services.)
                  c)       Contract and/or maintain and operate controlled
                           storage of samples at appropriate temperatures with
                           appropriate monitoring for failure (controlled room
                           temperature through -90(DEG.)C, liquid nitrogen
                           storage may be required for some products).
                  d)       Contract and/or provide protective garments,
                           equipment and sufficient monitoring to assure safe
                           handling of potentially hazardous materials,
                           including radioactive materials, for the safety and
                           protection of workers.
                  e)       Conduct work under the contract in accordance with
                           all applicable and current Federal, State, and Local
                           laws, codes ordinances and regulations, as well as
                           all PHS Safety and Health Provisions.

         3.       Perform Vaccine Lot Characterization Tests

                  At various steps during the manufacture of a vaccine, the
                  product must be characterized. Prior to the use of a vaccine
                  in clinical studies the manufactured vaccine will need to
                  undergo final lot release testing. As described in the
                  regulations for General Biological Product Standards (21 CFR
                  610) the following tests must be performed for each lot of
                  vaccine.

                  a)       Test for Potency. A test for potency (21 CFR 610.10)
                           will evaluate in an IN VITRO or IN VIVO test the
                           specific ability of the vaccine to affect a given
                           response, such as an immune response in mice, which
                           should be supportive of the efficacy of the vaccine
                           in humans. In the case of viral vaccines constructs,
                           potency may be evidenced by the production of the
                           pertinent antigen in a transfected cell line. This
                           test will be developed and performed in conjunction
                           with the VRC/NIAID/NIH.
                  b)       Test for General Safety. The general safety test (21
                           CFR 610.11) must be performed in mice and guinea pigs
                           on each lot of vaccine to detect extraneous toxic
                           contaminants potentially introduced during
                           manufacture.
                  c)       Test for Sterility.  A test for sterility (21 CFR 610
                           .12) must be performed as described in the
                           regulations.  In additional, bacteriostasis/
                           fungistasis testing will also be performed.
                  d)       Test for Purity. A test for purity (21 CFR 610.13)
                           must be performed on each lot to ensure that the
                           product is free from extraneous material except for
                           that which is unavoidable due to the manufacturing
                           process.
                  e)       Test for Identity. The test for identity (21 CFR
                           610.14) is generally a physical or chemical test
                           performed to establish the identity of the material
                           in the final container.
                  f)       Test for Quantity. A measure of the amount of
                           material present is imperative for calculating the
                           dilution of the bulk material required for the final
                           container fill.

<Page>

                  g)       All other tests as may be required for specific
                           vaccine types.  Develop and validate procedures as
                           needed.

<Page>

         4.       Perform Stability Testing

                  Initiate and maintain appropriate stability tests that are
                  required for further development of product to clinical
                  trials. Maintain a stability program as directed by the
                  Contracting Officer's Technical Representative, SAIC
                  Frederick. Stability studies will be continued per FDA
                  discussion between contractor, VRC/NIAID/NIH and SAIC
                  Frederick.

         5.       Deliverables

                  a)       Six (6) Phase I clinical lots composed of separate
                           HIV-1 genes containing a total of at least 1.0 x
                           10(13) particles per lot. Material packaging/labeling
                           for clinical trial use will be specified by the SAIC
                           Frederick COTR.
                  b)       Contractor will provide the requisite documentation
                           of the cGMP clinical production, a review of the
                           Batch Production Records, along with the results of
                           all bulk and final product release tests, to the SAIC
                           Frederick COTR.

MILESTONE NUMBER 3 -  DEVELOPMENT OF SCALEABLE MANUFACTURING PROCESSES AND
TEST METHODS FOR TWO (2) HIV-1 ADENOVECTORS

D.       1.       Produce Specific Vaccine Products as Directed by the COTR

                  Develop scaleable production techniques and analytical methods
                  suitable for Phase I production of adenoviral vectors as
                  directed by the COTR. Develop scaleable production techniques
                  and analytical methods that will support production of AT
                  LEAST 1 x 10(13) PARTICLES OF CLINICAL GRADE (CGMP) ADENOVIRAL
                  VECTORS CONTAINING TWO SEPARATE HIV-1 GENES IN A SUITABLE
                  PACKAGING CELL LINE. These developed processes and analytical
                  techniques must be approvable by regulatory authorities,
                  including adherence to the highest known standards for
                  adenovector vaccine products. SAIC Frederick will maintain
                  Quality oversight and conduct audits of all operations
                  associated with this project.

                           TASK I: Development of scaleable production
                           techniques and analytical methods suitable for Phase
                           I production of adenovectors containing two (2)
                           different HIV-1 genes that will support future
                           production of at least 1 x 10(13) particles of
                           clinical grade (cGMP) adenoviral vectors. Develop
                           appropriate virus banks from clinical seed stock
                           material and provide an appropriate packaging cell
                           line to support development.

                  The following guidelines shall apply to the development of a
                  manufacturing process for the production Ad vectors for
                  clinical lot testing:

<Page>

                           a)    Processes will be developed utilizing
                                 industrially scaleable technology. This
                                 technology should include production of
                                 adenoviral vectors in bioreactors using animal
                                 derived component-free media, column
                                 chromatography/ ultrafiltration, or equivalent
                                 purification techniques. Alternative
                                 manufacturing systems may be used pending
                                 approval by COTR.
                           b)    Where applicable, obtain starting materials
                                 from product inventory/supplier. Complete a
                                 material transfer agreement and confidentiality
                                 agreement, if needed.
                           c)    Where applicable, purchase or otherwise
                                 acquire, products and materials necessary
                                 for production of stated vaccine product.
                                 Ensure all raw materials and reagents
                                 conform to current requirements by FDA on
                                 TSE risk, where possible, remove all
                                 materials of animal origin from processes.
                           d)    Develop processes for production in a form
                                 suitable for use in human clinical studies
                                 (including characterization, formulation,
                                 vialing, labeling, packaging and storage).
                                 The products shall provide no possibility of
                                 replication competent adenoviral particles
                                 due to homologous recombination.
                           e)    Maintain an inventory of test and pilot lots
                                 of vaccine products that have been produced.
                                 Periodically, as required by the technical
                                 officer, examine titer or potency of vaccine
                                 products.
                           f)    Ship the manufactured, packaged, and labeled
                                 dosage forms utilizing shipping procedures
                                 and materials to maximize product stability.
                           g)    Manage and account for intellectual property
                                 rights that pre-exist or may develop through
                                 the activities of the Contractor, including
                                 maintenance of security of confidential
                                 and/or proprietary data.
                           h)    Where applicable and as directed by the
                                 COTR, produce reagents necessary for the
                                 testing or evaluation of immune responses to
                                 the vaccine product.

         2.       Perform Vaccine Lot Characterization Tests

                  At various steps during the manufacture of a vaccine, the
                  product must be characterized to determine the performance of
                  the manufacturing process. Appropriate tests should be
                  conducted to support eventual clinical manufacturing of Ad
                  vectors.

         3.       Perform Stability Testing

                  Initiate and maintain appropriate stability tests that are
                  required for further development of product to clinical
                  trials. Maintain a stability program as directed

<Page>

                  by the COTR. Stability studies will be continued per FDA
                  discussion between contractor, VRC/NIAID/NIH and SAIC
                  Frederick.

[NOTE #2: STABILITY TESTING WILL BE REQUIRED AT VARIOUS POINTS DURING THE
PRODUCTION PROCESS. THERE IS NO SINGLE STABILITY-INDICATING ASSAY OR PARAMETER
FOR ALL BIOLOGICAL PRODUCTS. THEREFORE, MANUFACTURERS SHOULD PROPOSE ON A
CASE-BY-CASE BASIS STABILITY-INDICATING PROFILES FOR THEIR PRODUCTS WHICH
PROVIDE ASSURANCE THAT CHANGES IN IDENTITY, PURITY AND POTENCY OF THE PRODUCT
WILL BE DETECTED.]

ARTICLE C.3. DELIVERABLES

A.       Deliverables

         1.       The Contractor shall provide the following deliverables for
                  Milestone 1:

                  a)       Six (6) pre-clinical lots composed of separate HIV-1
                           genes containing a total of at least 1.0 x 10/13/
                           particles per lot. Material packaging/labeling for
                           pre-clinical toxicology testing will be specified by
                           the COTR.
                  b)       The requisite documentation of the pre-clinical
                           production, a review of the Batch Production Records,
                           along with the results of all bulk and final product
                           release tests, to the COTR.

         2.       The Contractor shall provide the following deliverables for
                  Milestone 2

                  a)       Six (6) Phase I clinical lots composed of separate
                           HIV-1 genes containing a total of at least 1.0 x
                           10(13) particles per lot. Material packaging/labeling
                           for clinical trial use will be specified by the COTR.

                  b)       The requisite documentation of the cGMP clinical
                           production, a review of the Batch Production Records,
                           along with the results of all bulk and final product
                           release tests, to the COTR.

         3.       The Contractor shall provide the following deliverables for
                  Milestone 3

                  a)       A scaleable manufacturing process for two (2) Phase I
                           clinical lots composed of separate HIV-1 genes
                           containing a total of at least 1.0 x 1013 particles
                           per lot. Material packaging/labeling for clinical
                           trial use will be specified by the COTR.
                  b)       The requisite documentation of the cGMP clinical
                           production, a review of the Batch Production Records,
                           along with the results of all bulk and final product
                           release tests, to the COTR.

<Page>

B.       Other Deliverables

         1.       Monthly status reports

                  The Principal Investigator (PI) shall provide written status
                  reports on a monthly basis to the COTR. The updates may be
                  transmitted by email, FAX, or by traditional mail. The monthly
                  updates shall include a summary of results for each milestone,
                  a detailed risk assessment, and an update on the probability
                  that the Contractor can complete the tasks and provide the
                  specified deliverables within the proposed level of effort by
                  the target completion dates.

         2.       Documentation related to manufacturing processes

                  All Standard Operating Procedure's (SOPs) and manufacturing
                  documents shall be available to the VRC and SAIC Frederick for
                  review at Contractor's facilities upon request to the
                  Contractor.

         3.       Participation in discussions with the FDA during pre-IND and
                  IND Meetings, a completed CMC section, and  all documents
                  related to IND submission as necessary for the successful
                  filing of the IND

                  a)       Provide all data, information and records required
                           for the writing and submission of the Master File,
                           Investigator's Brochure, and all other documents
                           related in IND submission to the COTR or to a
                           designated third party. Provide information
                           pertaining to the composition manufacture, and
                           quality control of the vaccine product as appropriate
                           for particular investigations to be covered by an
                           IND.

                  b)       Provide for an orderly transition of data, specimens
                           and products to any successor Contractor or to the
                           Government, subject to COTR direction, within six (6)
                           months of the end of the contract. The Contractor
                           shall deliver, as requested by the COTR and by the
                           completion date of the Contract, the following items:
                           original data, reagents, stored specimens (and any
                           necessary information related thereto), and any
                           Government-owned equipment and property. The
                           transition does not include training of the
                           Government or a successor Contractor.

                  c)       Retain and have available all records, samples, etc.
                           as indicated under cGMP guidelines.

[NOTE #3: THIS MAY INCLUDE INFORMATION CONTAINED IN MASTER PRODUCTION AND
CONTROL RECORDS, BATCH PRODUCTION AND CONTROL RECORDS, STANDARD OPERATING
PROCEDURES (SOP) AND LABORATORY RECORDS. THIS INFORMATION WILL BE REQUESTED WHEN
REQUIRED BY THE FDA AND SHOULD BE SUBMITTED WITHIN THREE (3) WEEKS FROM THE TIME
THE COTR MAKES THE REQUEST.]

<Page>

C.       Reports

In addition to those reports required by the other terms of this contract, the
Contractor shall prepare and submit the following report in the manner stated
below:

         1.       Final Technical Progress Report

                  The Contractor shall submit seven (7) copies of the Final
                  Report to the addresses noted below, which shall summarize the
                  results of the entire contract work for the complete
                  performance period. This report will be comprehensive detail
                  to explain the results achieved and shall be submitted on or
                  before the last day of the contract period.

                  The Final Report shall contain:

                           i.    Title page to include the following
                                 information:
                                 1. Contract number and title
                                 2. Period of performance being reported
                                 3. Contractor's name and address
                                 4. Date of submission
                           ii.   Introduction describing the purpose and scope
                                 of the contract effort.
                           iii.  Description of the overall progress during the
                                 entire contract tenure. Descriptions will
                                 include pertinent data to present significant
                                 results achieved and a scientific evaluation of
                                 the data accrued under the contract.

         2.       Summary of Results

                  The Contractor shall submit, with the final report, a summary
                  (not to exceed 200 words) of the results achieved during the
                  performance of the contract.

                  Copies of all reports shall be submitted to the following
                  addresses:

                  Dr. John W. Madsen, Contracting Officers Technical
                    Representative
                  Vaccine Development Program
                  SAIC Frederick, Inc.
                  NCI-Frederick
                  92 Thomas Johnson Drive, Suite 250
                  Frederick, MD 21702

                  Dr. Philip Gomez, NIAID Project Manager
                  Vaccine Research Center

<Page>

                  NIAID/NIH
                  Building 40, Room 5502
                  Bethesda, MD 20892

                  Mr. Dennis Dougherty, Contracting Officer
                  SAIC Frederick, Inc.
                  NCI-Frederick, Bldg 244
                  P.O. Box B
                  Frederick, MD 21702-1201

D.       Meetings

SAIC Frederick and the VRC will require periodic meetings with the Contractor.
In the event that Contractor's facilities are not within close proximity to the
NIH and SAIC Frederick, meetings shall be conducted via
telephone/teleconference. It is anticipated that meetings with the Contractor
shall occur as needed, but not less than monthly to keep SAIC Frederick and the
VRC informed regarding the progress on specific projects/task objectives.

ARTICLE C.4.  ITEMS TO BE FURNISHED TO THE CONTRACTOR

All biological materials provided by the SAIC Frederick/NCI shall be used for
this project only and shall not be used subsequently by the Contractor for any
for-profit or not-for-profit venture without explicit written permission of the
SAIC Frederick/NCI. Any unused materials provided shall be returned to the SAIC
Frederick/NCI no later than at the conclusion of the contract.

<Page>

                       SECTION D - PACKAGING AND SHIPMENT

ARTICLE D.1. PACKAGING AND SHIPMENT

A.       Any deliverables, required under this contract, shall be packaged,
         marked, and shipped in accordance with all applicable Federal, State,
         and Local specifications, or as specified herein. The contractor shall
         guarantee that all required materials be delivered in immediate usable
         and acceptable condition.

B.       The Contractor shall make arrangements to expeditiously pick up or ship
         out biological reagents and cell lines from the airport or other
         specified sites, following procedures and policies as designated by the
         COTR. The COTR will address final product packaging, labeling, or
         biohazard concerns with the Contractor as necessary. It is essential
         that personnel be available to receive incoming shipments at any given
         time, and to arrange for their immediate and appropriate storage, in
         order to avoid the loss of important biological material. It is
         expected that there will be approximately 50 incoming and 50 outgoing
         shipments in any year.

<Page>

                      SECTION E - INSPECTION AND ACCEPTANCE

ARTICLE E.1. INSPECTION AND ACCEPTANCE

A.       The Contracting Officer or a duly authorized representative will
         perform evaluation of the research services and acceptance of
         deliverables provided.

B.       This contract incorporates the following clauses by reference, with the
         same force and effect as if they were given in full text. Upon request,
         the Contracting Officer will make their full text of a clause may be
         accessed electronically at http://www.arnet.gov/far/.

         FEDERAL ACQUISTION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

<Table>
<Caption>
FAR Clause No.  Clause Title                                           Date
--------------  ------------                                           ----
<S>             <C>                                                    <C>
52.246-9        Inspection of Research and Development - (Short Form)  Apr-1984
</Table>

ARTICLE E.2. cGMP INSPECTION REQUIREMENTS

The contractor shall have established procedures for regularly assessing a
contract manufacturing facility's compliance with the applicable product and
establishment standards. This may include, but is not limited to, review of all
batch records and manufacturing deviations and defects, and periodic audits.
Contract facilities engaged in the manufacture of a biological product are
responsible for compliance with applicable provisions of the FD&C Act and will
be subject to FDA inspection as provided for in section 351(c) of the PHS Act
and section 704(a) of the FD&C Act. The contractor shall ensure that all owned
and contract facilities are ready for inspection by SAIC and Government staff.
The contractor shall provide written documentation to the SAIC Technical Project
Officer and Sponsor of any FDA citation of a deviation from cGMP to allow
evaluation of its impact on the purity, potency, and safety of the product.

<Page>

                      SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1.  PERIOD OF PERFORMANCE

A.       The initial period of performance of this CPFF, LOE contract shall be
         for twelve (12) months from the date of contract award. The Contracting
         Officer may extend the period of performance by exercising one or both
         of the two priced twelve (12) months option years in accordance with
         paragraph B below.

B.       Execution of option years will be based upon actual Contractor
         performance.

         FAR 52.217-9 Option to Extend the Term of the Contract (Mar 1989)

         The Government may extend the term of this contract by written notice
         to the Contractor within thirty (30) days provided, that the Government
         shall give the Contractor a preliminary written notice of its intent to
         extend at least sixty (60) days before the contract expires. The
         preliminary notice does not commit the Government to an extension.

         If the Government exercises this option, the extended contract shall be
         considered to include this option provision.

         The total duration of this contract, including the exercise of any
         options under this clause, shall not exceed 36 months.

C.       If SAIC Frederick exercises its option (s) pursuant to Article F.1,
         paragraph B, the period of performance will be increased as listed
         below:

<Table>
<Caption>
         OPTION YEAR NUMBER                             PERIOD OF PERFORMANCE
         <S>                                            <C>
         Option 1:                                      Twelve (12) months

         Option 2:                                      Twelve (12) months
</Table>

<Page>

ARTICLE F.2.  LEVEL OF EFFORT

A.       In accomplishing the work set forth herein, the Contractor shall
         provide ______ hours direct labor effort during the periods set forth
         below. The labor effort EXCLUDES vacation, sick leave, and holidays.
         These labor HOURS EXCLUDE subcontractor labor HOURS. It is estimated
         that the labor hours will be expended approximately as follows:

<Table>
<Caption>
             PERIOD OF PERFORMANCE    LABOR CATEGORY       DIRECT LABOR HOURS
     <S>                                    <C>              <C>
     Base Period
                                            TBD              TBD
                                            TBD              TBD
     Option Year 1
                                            TBD              TBD
                                            TBD              TBD
     Option Year 2
                                            TBD              TBD
                                            TBD              TBD
</Table>

B.       The Contractor shall have satisfied the requirement herein if furnishes
         not less than 90% nor more than 110% of the total direct labor hours
         specified herein are furnished.

ARTICLE F.3.  WORKING FILES

The Contractor shall maintain accurate working files of all work documentation
including calculations, assumptions, interpretations of technical regulations,
sources of information, and other raw data required in the performance of this
Contract. The Contractor shall provide access to the information contained in
its working files upon request of the SAIC Contracting Officer.

<Page>

                    SECTION G - CONTRACT ADMINISTRATION DATA

ARTICLE G.1.  CONTRACT REPRESENTATIVES

A.       The following individual is designated as SAIC Frederick's Contracting
         Officer and is the only person with the authority to act as an agent of
         SAIC Frederick, Inc. under this contract. Only the Contracting Officer
         has authority to: (1) direct or negotiate any changes in the Statement
         of Work; (2) modify or extend the period of performance; (3) change the
         delivery schedule; (4) authorize reimbursement to the Contractor for
         any costs incurred during the performance of this contract; or (5)
         otherwise change any terms and conditions of this contract.

                       Mr. Dennis Dougherty, Contracting Officer
                       SAIC Frederick
                       NCI-Frederick
                       P.O. Box B, Building 244
                       Frederick, MD  21702-1201
                       Phone: (301) 846-1087
                       Fax: (301) 846-5414
                       E-mail: ddougherty@mail.ncifcrf.gov

B.       The following individual is designated as SAIC Frederick's Contracting
         Officer's Technical Representative (COTR) and is authorized to provide
         technical guidance and is responsible for: (1) monitoring the
         Contractor's technical progress, including the surveillance and
         assessment of performance and recommending to the Contracting Officer
         changes in requirements; (2) interpreting the Statement of Work and any
         other technical performance requirements; (3) performing technical
         evaluation as required; (4) performing technical inspections and
         acceptances required by this contract; and (5) assisting in the
         resolution of technical problems encountered during performance.

                       Dr. John W. Madsen, Contracting Officer's Technical
                         Representative
                       Vaccine Development Facility
                       SAIC Frederick
                       NCI-Frederick
                       PO Box B, Building 244
                       Frederick, MD 21702-1201
                       Phone: 301-846-1632
                       Fax: 301-846-5414
                       E-mail: madsenj@ncifcrf.gov

C.       The following individual is designated as the Vaccine Research Center
         (VRC) Project Manager (PM) and is authorized to provide technical
         guidance:

<Page>

                       Dr. Phillip Gomez
                       Vaccine Research Center
                       NIAID/NIH
                       Building 40, Room 5502
                       Bethesda, MD 20892
                       Phone: 301.594.8485
                       Fax: 301.480.2788
                       Email: pgomez@mail.nih.gov

D.       The following individual has been designated as SAIC Frederick's
         Contract Specialist for purposes of administering, processing and
         handling contractual documentation:

                       Ms. Jean LaPadula
                       SAIC Frederick
                       NCI Frederick
                       P.O. Box B, Building 244
                       Frederick, Maryland 21702--1201
                       Phone: 301-846-7441
                       Fax: 301-846-5414
                       E-mail: jlapadula@ncifcrf.gov

ARTICLE G.2.  KEY PERSONNEL

Pursuant to the Key Personnel clause incorporated in this contract, the
following individual(s) is/are considered to be essential to the work being
performed hereunder:

         NAME                       TITLE
         TBD

ARTICLE G.3.  INVOICE SUBMISSION

A.       Invoices shall be prepared and submitted as follows:

         An original and one (1) copy to the following designated payment
office:

                       ATTN:       NCI-Frederick
                                   SAIC Frederick Inc.
                                   Accounts Payable Department
                                   P.O.Box B, Building 244
                                   Frederick, Maryland 21702-1201

B.       Inquiries regarding payment of invoices should be directed to the
         attention of Dennis J. Dougherty, Manager, Contracts, at (301)
         846-1087.

<Page>

C.       An invoice is a written request for payment under the contract for
         items delivered or services rendered.  In order to be proper, an
         invoice must include, as applicable, the following:

         (1)    Invoice date (note: date of Contractor's invoice shall not be
                earlier than delivery/service date
         (2)    Contractor name
         (3)    Contract number (including delivery order number, if
                applicable)
         (4)    Description of items or services, quantity, contract unit of
                measure, contract unit price, and extended total
         (5)    Payment terms and any trade discounts or allowances
         (6)    Name and address to which payment is to be sent; and
         (7)    Name, title, phone number, and mailing address of person to be
                notified in eventof a defective invoice

D.       SAIC Frederick shall pay the Contractor, upon the submission of proper
         invoices or vouchers, the prices stipulated in this contract for
         services rendered and accepted, less any deductions provided in this
         contract.

E.       A proper invoice will be deemed to have been received, when it is
         received by the office designated in the contract, or delivery order
         issued hereunder, for receipts of invoices and acceptance of the items
         delivered or services rendered has occurred.

F.       Payment shall be considered made on the date on which a check for such
         payment is dated. If the Contractor opts to receive electronic funds
         transfer (EFT), payment shall be considered made on the date of the
         transfer.

ARTICLE G.4.  INDIRECT COST RATES

In accordance with FAR Clause No. 52.216-7, "Allowable Cost and Payment", which
is incorporated into the contract, indirect cost rates reimbursable hereunder
shall be consistent with those established by the cognizant Federal Audit
Agency, if any, for your organization, as may be amended. Final approval will be
determined by the Contracting Officer.

ARTICLE G.5.  GOVERNMENT PROPERTY

No non-expendable property or equipment will be acquired or furnished under this
contract, unless prior written authorization is obtained from the Contracting
Officer.

<Page>

ARTICLE G.6.  POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

Final evaluation of contractor performance will be prepared on this contract in
accordance with FAR 42.15. The final performance evaluation will be prepared at
the time of completion of work.

Final evaluations will be provided to the Contractor as soon as practicable
after completion of the evaluation. The Contractor will be permitted thirty days
to review the document and to submit additional information or a rebutting
statement.

Any disagreement between the parties regarding an evaluation will be referred to
an individual one level above the Contracting Officer, whose decision will be
final. Copies of the evaluation, contractor responses, and review comments, if
any, will be retained as part of the contract file, and may be used to support
future award decisions.

<Page>

                    SECTION H - SPECIAL CONTRACT REQUIREMENTS

ARTICLE H.1.  REFERENCES TO THE DEPARTMENT OF HEALTH AND HUMAN SERVICES PROJECTS

All references to the Secretary, Department of Health, Education and Welfare,
HEW, HEWPR, HEW forms, etc., shall be changed to Secretary, Department of Health
and Human Services, HHS, HHSAR, etc., as appropriate.

ARTICLE H.2.  SAFETY AND BIOSAFETY STANDARDS

All work performed under this contract shall be conducted in accordance with the
Publication entitled, "Biosafety in Microbiological and Biomedical Laboratories"
(HHS Publication No. (DCD) 84-8395).

ARTICLE H.3.  HUMAN SUBJECTS

Research involving human subjects shall not be conducted under this contract.

ARTICLE H.4.  HUMAN MATERIALS

It is understood that the acquisition and supply of all human specimen material
(including fetal material) used under this contract will be obtained by the
Contractor in full compliance with applicable State and Local laws and the
provisions of the Uniform Anatomical Gift Act in the United States and that no
undue inducements, monetary or otherwise, will be offered to any person to
influence their donation of human material.

ARTICLE H.5.  CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH

Pursuant to Public Law(s) cited in paragraph b., below, NIH is prohibited from
using appropriated funds to support human embryo research. Contract funds may
not be used for (1) the creation of a human embryo or embryos for research
purposes; or (2) research in which a human embryo or embryos are destroyed,
discarded, or knowingly subjected to risk of injury or death greater than that
allowed for research on fetuses in utero under 45 CFR 46.208(a)(2) and Section
498(b) of the Public Health Service Act (42 U.S.C. 289g(b)). The term "human
embryo or embryos" includes any organism, not protected as a human subject under
45 CFR 46 as of the date of the enactment of this Act, that is derived by
fertilization, parthenogenesis, cloning, or any other means from one or more
human gametes or human diploid cells.

<Page>

Additionally, in accordance with a March 4, 1997 Presidential Memorandum,
Federal funds may not be used for cloning of human beings.

<Table>
<Caption>
         Public Law and Section No.    Fiscal Year         Period Covered
         <S>                            <C>              <C>
         P.L. 106-554, Section 510      2001             (10/1/00 - 9/30/01)
</Table>

ARTICLE H.6.  NEEDLE EXCHANGE

Pursuant to Public Law(s) cited in paragraph b., below, contract funds shall not
be used to carry out any program of distributing sterile needles or syringes for
the hypodermic injection of any illegal drug.

<Table>
<Caption>
         Public Law and Section No.    Fiscal Year         Period Covered
         <S>                              <C>            <C>
         P.L. 106-554, Section 505        2001           (10/1/00 - 9/30/01)
</Table>

ARTICLE H.7.  ANIMAL WELFARE ASSURANCE

The Contractor shall obtain, prior to the start of any work utilizing laboratory
animals under this contract, an approved Animal Welfare Assurance from the
Office of Extramural Research (OER), Office of Laboratory Animal Welfare (OLAW),
Office of the Director, NIH, as required by Section I-43-30 of the Public Health
Service Policy on Humane Care and Use of Laboratory Animals. The Contractor
shall maintain such assurance for the duration of this contract, and any
subcontractors performing work under this contract involving the use of animals
shall also obtain and maintain an approved Animal Welfare Assurance.

ARTICLE H.8.  RESTRICTION FROM USE OF LIVE VERTEBRATE ANIMALS

UNDER GOVERNING POLICY, FEDERAL FUNDS ADMINISTERED BY THE PUBLIC HEALTH SERVICE
(PHS) SHALL NOT BE EXPENDED FOR RESEARCH INVOLVING LIVE VERTEBRATE ANIMALS
WITHOUT PRIOR APPROVAL BY THE OFFICE OF LABORATORY ANIMAL WELFARE (OLAW), OF AN
ASSURANCE TO COMPLY WITH THE PHS POLICY ON HUMANE CARE AND USE OF LABORATORY
ANIMALS. THIS RESTRICTION APPLIES TO ALL PERFORMANCE SITES (e.g. COLLABORATING
INSTITUTIONS, SUBCONTRACTORS, SUBGRANTEES) WITHOUT OLAW-APPROVED ASSURANCES,
WHETHER DOMESTIC OR FOREIGN.

<Page>

ARTICLE H.9.  PUBLICATIONS AND PUBLICITY

A.       The Contractor agrees that it will not publish, have published or
         otherwise disseminate any manuscripts/abstracts describing original
         research work conducted under the contract where a Contractor employee
         is primary author, without first submitting same, thirty (30) days in
         advance, for review by the Project Manager and Contracting Officer. The
         Contractor shall inform the Project Manager when the article or other
         publication is published, and furnish a copy of it as finally
         published.

B.       The Contractor shall acknowledge the support of the Department of
         Health and Human Services whenever publicizing the work under this
         contract in any media. To effectuate the foregoing, the Contractor
         shall include in any publication, resulting from work performed under
         this contract, an acknowledgment as follows:

                  "This project has been funded at least in part with Federal
                  funds from the Department of Health and Human Services under
                  Contract Number NO1-CO-56000. The contents of this publication
                  do not necessarily reflect the views or policies of the
                  Department of Health and Human Services nor does mention of
                  trade names, commercial products, or organization imply
                  endorsement by the U.S. Government."

ARTICLE H.10.  SALARY RATE LIMITATION LEGISLATION PROVISIONS

Pursuant to Public Law(s) cited below, no NIH Fiscal Year funds may be used to
pay the direct salary of an individual through this contract at a rate in excess
of applicable amount shown for the fiscal year covered. Direct salary is
exclusive of overhead, fringe benefits and general and administrative expenses.
The per year salary rate limit also applies to individuals proposed under
subcontracts. If this is a multiple year contract, it may be subject to
unilateral modifications by the Government if an individual's salary rate
exceeds any salary rate ceiling established in future DHHS appropriation acts.

<Table>
<Caption>
                                                           Dollar Amount of
         Public Law No.             Fiscal Year            Salary Limitation
         --------------             -----------            -----------------
         <S>                        <C>                    <C>
         106-554                    FY-01                  $161,200
</Table>

ARTICLE H.11.  PRESS RELEASES

Pursuant to the Public Law(s) cited below, the contractor shall clearly state,
when issuing statements, press releases, requests for proposals, bid
solicitations and other documents describing projects or programs funded in
whole or in part with Federal money; (1) the percentage of the total costs of
the program or project which will be financed with Federal money; (2) the dollar
amount of Federal funds for the project or program; and (3) the percentage and
dollar amount of the total costs of the project or program that will be financed
by nongovernmental sources.

<Page>

<Table>
<Caption>
         Public Law and Section No.         Fiscal Year       Period Covered

         <S>                                   <C>          <C>
         P.L. 106-554, Section 507             2001         (10/1/00 - 9/30/01)
</Table>

ARTICLE H.12.  REPORTING MATTERS INVOLVING FRAUD, WASTE, AND ABUSE

Anyone who becomes aware of the existence or apparent existence of fraud, waste
and abuse in NIH funded programs is encouraged to report such matters to the HHS
Inspector General's Office in writing or on the Inspector General's Hotline. The
toll free number is 1-800-HHS-TIPS (1-800-447-8477). All telephone calls will be
handled confidentially. The email address is htips@os.dhhs.gov and the mailing
address is:

         Office of Inspector General
         Department of Health and Human Services
         TIPS HOTLINE
         P.O. Box 23489
         Washington, DC  20026

Information regarding procedural matters is contained in the NIH Manual Chapter
1754, which is available on (http://www1.od.nih.gov/oma/oma.htm)

ARTICLE H.13.  EPA ENERGY STAR REQUIREMENTS

In compliance with Executive Order 12845 (requiring Agencies to purchase energy
efficient computer equipment) all microcomputers, including personal computers,
monitors, and printers that are deliverables under the procurement or are
purchased by the contractor using Government funds in performance of a contract
shall be equipped with or meet the energy efficient low-power standby feature as
defined by the EPA Energy Star program unless the equipment always meets EPA
Energy Star efficiency levels. The microcomputer, as configured with all
components, must be Energy Star compliant.

This low-power feature must already be activated when the computer equipment is
delivered to the agency and be of equivalent functionality of similar power
managed models. If the equipment will be used on a local area network, the
vendor must provide equipment that is fully compatible with the network
environment. In addition, the equipment will run commercial off-the-shelf
software both before and after recovery from its energy conservation mode.

ARTICLE H.14.  cGMP COMPLIANCE REQUIREMENTS

<Page>

The contractor shall be responsible for assuring compliance with both product
and establishment standards consistent with the phase of clinical development.
The product and establishment standards and cGMPs include, but are not limited
to, the following:

     1.  Safety and effectiveness (identity, purity, strength, quality, potency,
         safety, efficacy, release and in-process specifications)
     2.  Adverse event, error and accident, and product complaint reporting
         systems
     3.  Development and validation of the production process
     4.  Reporting changes to the production process as required by 21 CFR
         601.12
     5.  Quality assurance oversight and change control for master and batch
         production records
     6.  Quality control methodology as it relates to the production process
     7.  Submission of protocols and samples for lot release where applicable
     8.  Content of the license application
     9.  Labeling
     10. Contracts with the establishment(s) at which manufacturing and testing
         is being performed
     11. Validation, maintenance and proper functioning of all equipment and
         systems, as well as the facility itself
     12. Environmental and other required monitoring
     13. Reporting changes at applicable facilities to the SAIC-Frederick and
         FDA, as required in 21 CFR 601.12
     14. Training of personnel

ARTICLE H.15  BUY AMERICAN ACT - BALANCE OF PAYMENTS PROGRAM CERTIFICATE

(a)      The offeror certifies that each end product, except those listed in
         paragraph (b) of this provision, is a domestic end product as defined
         in the clause of this solicitation entitled, "Buy American Act -
         Balance of Payments Program - Supplies" and that the offeror has
         considered components of unknown origin to have been mined, produced,
         or manufactured outside the United States. The offeror shall list as
         foreign end products those end products manufactured in the United
         States that do not qualify as domestic end products.

(b)      Foreign End Products:
         LINE ITEM NO.: TBD
         COUNTRY OF ORIGIN: TBD

ARTICLE H.16. APPLICATION FOR INDEMNIFICATION PURSUANT TO PUBLIC LAW 85-804

Pursuant to FAR 50.403, SAIC has submitted a written request to the Government
to modify its

<Page>

prime contract to include FAR 52.250-1, Indemnification Under Public Law 85-804
(April 1984), to cover certain unusually hazardous risks, including certain
risks relating to HIV vaccines. If the Government approves SAIC's request
(either in whole or as it relates to HIV vaccine-related risks), SAIC shall
promptly request, and use its best efforts to promptly obtain, the Government's
approval to include FAR 52.250-1 in this contract so as to cover the risk to
GenVec of claims or demands by or liability to third parties arising out of or
resulting from any acts or omissions by GenVec in the research and development,
production, supply, distribution, or use of adenovector-based HIV vaccines. SAIC
shall keep GenVec reasonably informed of the status of this request. If the
Government approves this request, SAIC shall promptly modify this contract, for
no additional consideration, to include FAR 52.250-1, so as to cover the
foregoing risk.

ARTICLE H.17.  REQUIREMENT TO PROCURE AND MAINTAIN INSURANCE PURSUANT TO HHSAR
352.228-7, INSURANCE - LIABILITY TO THIRD PERSONS (DEC 1991)

As provided for in paragraph (a)(1) of HHSAR 352.228-7, Insurance - Liability to
Third Parties (December 1991), the Contracting Officer hereby requires the
Contractor to procure and maintain insurance covering the risk of claims or
demands by or liability to third parties arising out of or resulting from any
acts or omissions by GenVec in the research and development, production, supply,
distribution, or use of adenovector-based HIV vaccines (the "project-specific
risk"). The Contractor is authorized to procure and maintain such insurance in
amounts, at times, and for terms (including tail coverage) that the Contractor
deems prudent. The Contractor shall promptly notify the Contracting Officer of
the procurement or termination of any such insurance. The Contractor's costs of
procuring and maintaining such insurance shall be allowable costs of this
contract.

ARTICLE H.18.  INTELLECTUAL PROPERTY AND DATA RIGHTS

A.       Submission of Deviation Request

         The level of Contractor ownership of intellectual property has not been
         determined. SAIC shall promptly request, and use its best efforts to
         obtain, NIH approval to insert in this subcontract an intellectual
         property clause substantially in the form to be proposed by GenVec in a
         letter to be delivered to SAIC on or about January 2, 2002 (See
         Attachment 3) in place of FAR 52.227-11, Patent Rights - Retention by
         Contractor (Short Form), and FAR 52.227-14, Rights in Data - General.
         SAIC shall keep GenVec reasonably informed of the status of this
         exception request and shall notify GenVec within two (2) business days
         of receipt of notice of NIH approval or disapproval. In the event of
         approval, SAIC shall, without further consideration, modify the
         subcontract to include GenVec's proposed intellectual property rights
         clause, as described above.

<Page>

B.       Consequences of Actual or Deemed Disapproval

         Unless GenVec timely elects to continue the contract in the manner set
         forth in paragraph C below, this subcontract will automatically
         terminate if: (1) NIH disapproves SAIC's exception request, which will
         constitute "actual disapproval"; or (2) NIH fails to approve SAIC's
         exception request by January 28, 2002 (or such further date as the
         parties may agree), which will constitute "deemed disapproval." Any
         such termination will become effective on the earlier of: (1) in the
         event of actual disapproval, the fifth business day following GenVec's
         receipt of notice from SAIC of such disapproval; or (2) in the event of
         deemed disapproval, the fifth business day following the date of deemed
         disapproval. In the event of termination under this paragraph B, the
         termination shall be deemed to be a termination for convenience
         pursuant to the termination clause of this subcontract, FAR 52.249-6,
         Termination (Cost-Reimbursement).

C.       GenVec's Election to Continue Contract Notwithstanding Actual or Deemed
         Disapproval

         In the event of actual or deemed disapproval of SAIC's exception
         request as described in paragraph B above, GenVec may elect to waive
         such disapproval by providing written notice to SAIC of such election
         prior to 5:00 p.m. EST on the effective date of the termination, in
         which case the contract will not terminate, but rather will continue in
         full force and effect.

ARTICLE H.19.  HOLD HARMLESS AND INDEMNITY

Except for liability arising out of or resulting from risks defined in this
contract as unusually hazardous or as project-specific risk related to Articles
H.16 and H.17, each party (the Indemnifying Party) agrees to indemnify, defend
and hold harmless the other party (the Indemnified Party) from and against any
and all liability for injury to persons or damage to or loss of property to the
extent caused by the negligent act or omission of the Indemnifying Party, its
lower-tier subcontractors, agents or employees, including any and all expense
and cost, legal or otherwise, incurred by the Indemnified Party in the defense
of any claim, demand or action arising out of the work performed under this
Agreement, provided, however, that the Indemnified Party shall not be liable for
injury to persons or damage to or loss of property caused by the sole negligence
of the Indemnified Party, its subcontractor, agents or employees.

The Indemnified Party shall promptly notify the Indemnifying Party of any claim,
demand or action which his covered by this indemnification provision and shall
authorize representatives of the Indemnifying Party, at its sole costs and
expense, to settle or defend any such claim, demand or action and to represent
the Indemnified Party in, or to take charge of, any litigation in connection
therewith.

<Page>

ARTICLE H.20.  EXCLUSIVE REMEDY FOR DEFAULT

In the event that SAIC terminates this subcontract for default, SAIC's remedies
shall be exclusively as set forth in FAR 52.249-6, Termination
(Cost-Reimbursement), incorporated in Section I of this subcontract. In no event
will GenVec be liable for consequential or incidental damages, excess
reprocurement costs, or for any amounts in excess of the amounts already paid to
GenVec at the time of termination.

<Page>

                                     PART II
                          SECTION I - CONTRACT CLAUSES

ARTICLE I.1. FAR 52.252-2, CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

Except to the extent modified herein, this Contract incorporates the following
clauses by reference, with the same force and effect as if they were given in
full text. Upon request, the Contracting Officer will make their full text
available. Also, the full text of a clause may be accessed electronically at
http://www.arnet.gov/far/.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

<Table>
<Caption>
FAR
CLAUSE NO.       TITLE                                                                                         DATE
----------       -----                                                                                         ----
<S>              <C>                                                                                           <C>
52.202-1         Definitions                                                                                   May-2001
52.203-3         Gratuities                                                                                    Apr-1984
52.203-5         Covenant Against Contingent Fees                                                              Apr-1984
52.203-6         Restrictions on Subcontractor Sales to the Government                                         Jul-1995
52.203-7         Anti-Kickback Procedures                                                                      Jul-1995
52.203-8         Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity              Jan-1997
52.203-10        Price or Fee Adjustment for Illegal or Improper Activity                                      Jan-1997
52.203-12        Limitation on Payments to Influence Certain Federal Transactions                              Jun-1997
52.204-4         Printed or Copied Double-Sided on Recycled Paper                                              Aug-2000
52.209-6         Protecting the Government's Interest When Subcontracting with Contractors Debarred,           Jul-1995
                 Suspended, or Proposed for Debarment
52.215-2         Audit and Records - Negotiation                                                               Jun-1999
52.215-8         Order of Precedence - Uniform Contract Format                                                 Oct-1997
52.216-7         Allowable Cost and Payment                                                                    Mar-2000
52.216-8         Fixed Fee                                                                                     Mar-1997
52.219-8         Utilization of Small Business Concerns                                                        Oct-2000
52.219-9         Small Business Subcontracting Plan                                                            Oct-2000
52.219-16        Liquidated Damages - Subcontracting Plan                                                      Jan-1999
52.222-2         Payment for Overtime Premium                                                                  Jul-1990
52.222-3         Convict Labor                                                                                 Aug-1996
52.222-21        Prohibition of Segregated Facilities                                                          Feb-1999
52.222-26        Equal Opportunity                                                                             Feb-1999
52.222-35        Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era                      Apr-1998
52.222-36        Affirmative Action for Workers with Disabilities                                              Jun-1998
52.222-37        Employment Reports on Disabled Veterans and Veterans of the Vietnam Era                       Jan-1999
</Table>

<Page>

<Table>
<S>              <C>                                                                                           <C>
52.223-6         Drug-Free Workplace                                                                           May-2001
52.223-14        Toxic Chemical Release Reporting                                                              Oct-2000
52.225-1         Buy American Act - Balance of Payments Program - Supplies                                     Feb-2000
52.225-13        Restrictions on Certain Foreign Purchases                                                     Jul-2000
52.227-1         Authorization and Consent, Alternative I                                                      Apr-1984
52.227-11        Patent Rights - Retention by the Contractor (Short Form)                                      Jun-1997
52.227-14        Rights in Data - General                                                                      Jun-1987
52.232-9         Limitation on Withholding of Payments                                                         Apr-1984
52.232-17        Interest                                                                                      Jun-1996
52.232-20        Limitation of Cost                                                                            Apr-1984
52.232-22        Limitation of Funds                                                                           Apr-1984
52.232-23        Assignment of Claims                                                                          Jan-1986
52.232-25        Prompt Payment                                                                                May-2001
52.232-34        Payment by Electronic Funds Transfer - Other Than Central Contractor Registration             May-1999
52.233-3         Protest after Award, Alternate I                                                              Jun-1985
52.242-1         Notice of Intent to Disallow Costs                                                            Apr-1984
52.242-3         Penalties for Unallowable Costs                                                               May-2001
52.242-4         Certification of Final Indirect Costs                                                         Jan-1997
52.242-13        Bankruptcy                                                                                    Jul-1995
52.242-15        Stop Work Order, Alternate I                                                                  Apr-1984
52.243-2         Changes - Cost Reimbursement, Alternate V                                                     Apr-1984
52.244-2         Subcontracts                                                                                  Aug 1998
52.244-5         Competition in Subcontracting                                                                 Dec-1996
52.245-5         Government Property (Cost-Reimbursement, Time and Material, or Labor-Hour Contract)           Jan-1986
52.246-23        Limitation of Liability                                                                       Feb-1997
52.249-6         Termination (Cost Reimbursement)                                                              Sep-1996
52.249-14        Excusable Delays                                                                              Apr-1984
52.253-1         Computer Generated Forms                                                                      Jan-1991
</Table>

ARTICLE I.2.  ADDITIONAL CLAUSES

52.215-19   NOTIFICATION OF OWNERSHIP CHANGES.  (OCT 1997)

(a)      The Contractor shall make the following notifications in writing:

         (1)      When the Contractor becomes aware that a change in its
                  ownership has occurred, or is certain to occur, that could
                  result in changes in the valuation of its capitalized assets
                  in the accounting records, the Contractor shall notify the
                  Administrative Contracting Officer (ACO) within 30 days.

<Page>

         (2)      The Contractor shall also notify the ACO within 30 days
                  whenever changes to asset valuations or any other cost changes
                  have occurred or are certain to occur as a result of a change
                  in ownership.

(b) The Contractor shall--

         (1)      Maintain current, accurate, and complete inventory records of
                  assets and their costs;
         (2)      Provide the ACO or designated representative ready access to
                  the records upon request;
         (3)      Ensure that all individual and grouped assets, their
                  capitalized values, accumulated depreciation or amortization,
                  and remaining useful lives are identified accurately before
                  and after each of the Contractor's ownership changes; and
         (4)      Retain and continue to maintain depreciation and amortization
                  schedules based on the asset records maintained before each
                  Contractor ownership change.

(c)      The Contractor shall include the substance of this clause in all
         subcontracts under this contract that meet the applicability
         requirement of FAR 15.408(k).

52.244-6          SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS
                  (OCT 1998)

(a)      DEFINITIONS.

         "Commercial item," as used in this clause, has the meaning contained in
         the clause at 52.202-1, Definitions.

         "Subcontract," as used in this clause, includes a transfer of
         commercial items between divisions, subsidiaries, or affiliates of the
         Contractor or subcontractor at any tier.

(b)      To the maximum extent practicable, the Contractor shall incorporate,
         and require its subcontractors at all tiers to incorporate, commercial
         items or non-developmental items as components of items to be supplied
         under this contract.

(c)      Notwithstanding any other clause of this contract, the Contractor is
         not required to include any FAR provision or clause, other than those
         listed below to the extent they are applicable and as may be required
         to establish the reasonableness of prices under Part 15, in a
         subcontract at any tier for commercial items or commercial components:

         (1)      52.222-26, Equal Opportunity (E.O. 11246);
         (2)      52.222-35, Affirmative Action for Disabled Veterans and
                  Veterans of the Vietnam Era (38 U.S.C. 4212(a));

<Page>

         (3)      52.222-36, Affirmative Action for Workers with Disabilities
                  (29 U.S.C. 793); and
         (4)      52.247-64, Preference for Privately Owned U.S.-Flagged
                  Commercial Vessels (46 U.S.C. 1241)(flow down not required
                  for subcontracts awarded beginning May 1, 1996).

(d)      The Contractor shall include the terms of this clause, including this
         paragraph (d), in subcontracts awarded under this contract.

B.       DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR)
         (48 CFR CHAPTER 3) CLAUSES:

<Table>
<Caption>
Hhsar Clause No.     Clause Title                                    Date
----------------     ------------                                    ----
<S>                  <C>                                             <C>
352.228-7            Insurance - Liability to Third Persons          Dec-1991
352.223-70           Safety and Health                               Jan-2001
352.224-70           Confidentiality of Information                  Apr-1984
352.232-9            Withholding of Contract Payments                Apr-1984
352.233-70           Litigation and Claims                           Apr-1984
352.270-5            Key Personnel                                   Apr-1984
352.270-6            Publication and Publicity                       Jul-1991
352.270-7            Paperwork Reduction Act                         Jan-2001
</Table>

<Page>

                                    PART III
           SECTION J LIST OF DOCUMENTS, EXHIBIT AND OTHER ATTACHMENTS

ARTICLE J.1.  ATTACHMENTS

1.   SAIC Frederick - NCI Frederick Cancer Research & Development Center
     Terms and Conditions
2.   Invoicing Instructions
3.   Genvec's Proposed Property Rights Clause

<Page>

                                          ATTACHMENT 1

[SAIC(R) LOGO]                  SAIC Frederick
An Employee-Owne Company
                                A Division of Science Applications
                                International Corporation

                    SUPPORTING THE NATIONAL CANCER INSTITUTE

                FREDERICK CANCER RESEARCH AND DEVELOPMENT CENTER

                              TERMS AND CONDITIONS

1.       GOVERNMENT RELATIONSHIP

         The award of this subcontract is made by SAIC Frederick, Inc. a
         Division of Science Applications International Corporation (hereafter
         "SAIC Frederick" or "SAIC") under its prime contract with the National
         Cancer Institute, Frederick Cancer Research and Development Center. The
         provisions and clauses contained herein are influenced by and reflect
         the relationship of the parties to the prime contract, which was
         awarded and is administered under the provision of the Federal
         Acquisition Regulations (FAR). There is no privity of contract between
         the Subcontractor and the Government.

2.       DEFINITIONS

         Buyer - SAIC Frederick or SAIC

         Seller or Contractor - The party receiving the award from SAIC

         Contracting Officer - The SAIC person with the authority to enter into
         and administer contractual Agreements. The term includes authorized
         representatives of the Contracting Officer acting within their
         delegated authority.

         Agreement - The contractual Agreement between SAIC and the Seller or
         Subcontractor

         Special Definitions - See paragraph 3 for the special definitions that
         apply in the use of the solicitation and award clauses of this
         Agreement.

3.       SOLICITATION AND AWARD CLAUSES - SPECIAL DEFINITIONS

         FAR clauses included in this Agreement, including any solicitation
         document shall be interpreted as follows:

         Unless a purposeful distinction is made clear and the context of the
         clause requires

<Page>

         retention of the original definition, the term "Contractor" shall mean
         Seller, the term "Contract" shall mean this Agreement, the term
         "Subcontractor" shall mean subcontractors of Seller at any tier, and
         the terms "Government", "Contracting Officer" and equivalent phrases
         shall mean SAIC and SAIC's Contracting Officer, respectively. It is
         intended that the referenced clauses shall apply to Seller in such
         manner as is necessary to reflect the position of Seller as a
         subcontractor to SAIC to insure Seller's obligations to SAIC and to the
         United States Government, and to enable SAIC to meet its obligations
         under its Prime Contract.

         Full text of the referenced clauses may be found in Chapter 1 of the
         FAR (Code of Federal Regulations (CFR) Title 48) obtainable from the
         Superintendent of Documents, Government Printing Office (GPO),
         Washington, DC 20402 or online at http://www.arnet.gov/far/.

         Copies of the clauses will be furnished by the Contracting Officer upon
         request.

4.       DISPUTES

         Notwithstanding any provisions in the standard FAR clauses made a part
         of this Agreement by reference, there is no formal procedure
         established for resolving disputes between SAIC and the Seller. It is
         SAIC policy to make every reasonable effort to resolve all contractual
         issues fairly by negotiation without litigation. Either party may
         litigate any dispute under or relating to this Agreement.

         Pending final resolution of any dispute between the parties, the Seller
         shall proceed diligently with performance as directed by the
         Contracting Officer.

5.       AUTHORITY

         Only the Contracting Officer has the authority to enter into, change,
         or administer this Agreement. Any activity that changes or affects the
         obligation of the parties to this Agreement must be in writing.

6.       LEGAL CONSTRUCTION AND INTERPRETATIONS

         This Agreement shall be governed by and interpreted in accordance with
         the principles of Federal Contract Law, and to the extent that Federal
         Contract Law is not dispositive, and the state law becomes applicable,
         the law of the State of Maryland shall apply.

7.       WAIVER OF TERMS AND CONDITIONS

         The failure of SAIC in any one or more instances to enforce one or more
         of the terms or conditions of this award or to exercise any right or
         privilege in this Agreement, or the waiver of any breach of the terms
         or conditions of this Agreement shall not be construed

<Page>

         as thereafter waiving any such terms, conditions, rights or privileges,
         and the same shall continue and remain in force and effect as if no
         such failures to enforce had occurred.

8.       MARYLAND SALES AND USE TAX

         The State of Maryland has issued Direct Payment Permit #3 to SAIC
         Frederick for all vendor purchases for the National Cancer
         Institute-Frederick Cancer Research and Development Center (NCI-FCRDC)
         effective August 29, 1996. A copy of this certificate is available to
         vendors upon request. SAIC Frederick is authorized to make direct
         payment of sales and use tax to the State of Maryland and vendors are
         not to add sales tax to invoices, nor are they responsible for
         collection of such taxes for purchases by SAIC Frederick for the
         NCI-FCRDC after the above date.

9.       INSURANCE REQUIREMENTS - FOR WORK ON GOVERNMENT INSTALLATION

         If this Agreement entails effort on a Government installation,
         including any off-site buildings owned or leased by the Government, the
         Subcontractor must provide and maintain the minimum amounts of
         insurance stated below.

<Table>
<Caption>
                                               EACH      EACH        PROPERTY
                                               PERSON    OCCURRENCE  DAMAGE
         <S>                                   <C>       <C>       <C>
         1. Workman's Compensation                   as required by law
         2. Employer's Liability               $100,000  $500,000
         3. Comprehensive General Liability    $500,000  $500,000  $100,000
         4. Comprehensive Automobile Liability $200,000  $500,000  $ 50,000
</Table>

         The certification and other requirements of FAR Clause 52.228-5
         Insurance - Work on a Government Installation apply.

10.      PRICING OF ADJUSTMENT

         When costs are a factor in the determination of a contract price
         adjustment pursuant to the Changes Clause or any other provision of
         this Agreement, such cost information shall be furnished to SAIC and
         costs shall be determined in accordance with the cost principles and
         procedures of Subpart 31.2 of the FAR.

11.      RELEASE OF INFORMATION

         Seller agrees that prior to the issuance of any publicity or
         publication of any advertising which in either case makes reference to
         this Agreement, or to SAIC, Seller will obtain the written permission
         of SAIC with respect thereto.

<Page>

12.      WARRANTY PERIODS

         The period of warranty, if applicable to this Agreement is noted in the
         clause itself.

13.      ASSIGNMENT

         Neither this Agreement nor any interest herein may be assigned, in
         whole or in part, without the prior written consent of SAIC except that
         the Seller shall have the right to assign this Agreement to any
         successor of such party by way of merger or consolidation or the
         acquisition of substantially all of the business and assets of the
         Seller relating to the subject matter of this Agreement. This right
         shall be retained provided that such successor shall expressly assume
         all of the obligations and liabilities of the Seller under this
         Agreement, and that the Seller shall remain liable and responsible to
         SAIC for the performance and observance of all such obligations.

         Notwithstanding the foregoing, any amounts due the Seller may be
         assigned in accordance with the provisions of the clause 52.232-23,
         Assignment of Claims.

         In the event the prime contract of SAIC with the Government is
         succeeded by a successor contractor selected by the Government, this
         Agreement may be assigned to the successor contractor.

<Page>

                                  ATTACHMENT 2

         INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL REPORTING INSTRUCTIONS
         FOR NIH COST-REIMBURSEMENT CONTRACTS, NIH(RC)-4

GENERAL: The contractor shall submit claims for reimbursement in the manner and
format described herein and as illustrated in the sample invoice/financing
request.

FORMAT: Standard Form 1034, "Public Voucher for Purchases and Services Other
Than Personal," and Standard Form 1035, "Public Voucher for Purchases and
Services Other Than Personal-- Continuation Sheet," or reproduced copies of such
forms marked ORIGINAL should be used to submit claims for reimbursement. In lieu
of SF-1034 and SF-1035, claims may be submitted on the payee's letter-head or
self-designed form provided that it contains the information shown on the sample
invoice/financing request.

NUMBER OF COPIES:  As indicated in the Invoice Submission Clause in the
contract.

FREQUENCY: Invoices/financing requests submitted in accordance with the Payment
Clause shall be submitted monthly unless otherwise authorized by the Contracting
Officer.

COST INCURRENCE PERIOD: Costs incurred must be within the contract performance
period or covered by pre-contract cost provisions.

BILLING OF COSTS INCURRED: If billed costs include: (l) costs of a prior billing
period, but not previously billed; or (2) costs incurred during the contract
period and claimed after the contract period has expired, the amount and
month(s) in which such costs were incurred shall be cited.

CONTRACTOR'S FISCAL YEAR: Invoices/financing requests shall be prepared in such
a manner that costs claimed can be identified with the contractor's fiscal year.

CURRENCY: All NIH contracts are expressed in United States dollars. When
payments are made in a currency other than United States dollars, billings on
the contract shall be expressed, and payment by the United States Government
shall be made, in that other currency at amounts coincident with actual costs
incurred. Currency fluctuations may not be a basis of gain or loss to the
contractor. Notwithstanding the above, the total of all invoices paid under this
contract may not exceed the United States dollars authorized.

COSTS REQUIRING PRIOR APPROVAL: Costs requiring the contracting officer's
approval, which are not set forth in an Advance Understanding in the contract
shall be so identified and reference the Contracting Officer's Authorization
(COA) Number. In addition, any cost set forth in an Advance Understanding shall
be shown as a separate line item on the request.

INVOICE/FINANCING REQUEST IDENTIFICATION: Each invoice/financing request shall
be identified as either:

(a)   INTERIM INVOICE/CONTRACT FINANCING REQUEST -- These are interim payment
      requests submitted during the contract performance period.

(b)   COMPLETION INVOICE -- The completion invoice is submitted promptly upon
      completion of the work; but no later than one year from the contract
      completion date, or within 120 days after settlement of the final

                                     Page 51
<Page>

      indirect cost rates covering the year in which this contract is physically
      complete (whichever date is later). The completion invoice should be
      submitted when all costs have been assigned to the contract and all
      performance provisions have been completed.

(c)   FINAL INVOICE -- A final invoice may be required after the amounts owed
      have been settled between the Government and the Contractor (e.g.,
      resolution of all suspensions and audit exceptions).

PREPARATION AND ITEMIZATION OF THE INVOICE/FINANCING REQUEST: The Contractor
shall furnish the information set forth in the explanatory notes below. These
notes are keyed to the entries on the sample invoice/financing request.

(a)   DESIGNATED BILLING OFFICE NAME AND ADDRESS -- Enter the designated billing
      office name and address, identified in the Invoice Submission Clause of
      the contract on all copies of the invoice/financing request.

(b)   INVOICE/FINANCING REQUEST NUMBER -- Insert the appropriate serial number
      of the invoice/financing request.

(c)   DATE INVOICE/FINANCING REQUEST PREPARED -- Insert the date the
      invoice/financing request is prepared.

(d)   CONTRACT NUMBER AND DATE -- Insert the contract number and the effective
      date of the contract.

(e)   PAYEE'S NAME AND ADDRESS -- Show the Contractor's name (as it appears in
      the contract), correct address, and the title and phone number of the
      responsible official to whom payment is to be sent. When an approved
      assignment has been made by the Contractor, or a different payee has been
      designated, then insert the name and address of the payee instead of the
      contractor.

(f)   TOTAL ESTIMATED COST OF CONTRACT -- Insert the total estimated cost of the
      contract, exclusive of fixed-fee. For incrementally funded contracts,
      enter the amount currently obligated and available for payment.

(g)   TOTAL FIXED-FEE -- Insert the total fixed-fee (where applicable). For
      incrementally funded contracts, enter the amount currently obligated and
      available for payment.

(h)   BILLING PERIOD C Insert the beginning and ending dates (month, day, and
      year) of the period in which costs were incurred and for which
      reimbursement is claimed.

(i)   AMOUNT BILLED FOR CURRENT PERIOD -- Insert the amount billed for the major
      cost elements, adjustments, and adjusted amounts for the current period.

(j)   CUMULATIVE AMOUNT FROM INCEPTION -- Insert the cumulative amounts billed
      for the major cost elements and adjusted amounts claimed during this
      contract.

(k)   DIRECT COSTS -- Insert the major cost elements. For each element, consider
      the application of the paragraph entitled "Costs Requiring Prior Approval"
      on page 1 of these instructions.

      (l)   DIRECT LABOR -- Include salaries and wages paid (or accrued) for
            direct performance of the contract. For Key Personnel, list each
            employee on a separate line. List other employees as one amount
            unless otherwise required by the contract.

                                     Page 52
<Page>

      (2)   FRINGE BENEFITS -- List any fringe benefits applicable to direct
            labor and billed as a direct cost. Fringe benefits included in
            indirect costs should not be identified here.
      (3)   ACCOUNTABLE PERSONAL PROPERTY -- Include permanent research
            equipment and general purpose equipment having a unit acquisition
            cost of $1,000 or more and having an expected service life of more
            than two years, and sensitive property regardless of cost (see the
            DHHS CONTRACTOR'S GUIDE FOR CONTROL OF GOVERNMENT PROPERTY). Show
            permanent research equipment separate from general purpose
            equipment. Prepare and attach Form HHS-565, "Report of Accountable
            Property," in accordance with the following instructions:

            List each item for which reimbursement is requested. A reference
            shall be made to the following (as applicable):

            - The item number for the specific piece of equipment listed in the
              Property Schedule.

            - The COA letter and number, if the equipment is not covered by the
              Property Schedule.

            - Be preceded by an asterisk (*) if the equipment is below the
              approval level.

            Further itemization of invoices/financing requests shall only be
            required for items having specific limitations set forth in the
            contract.

      (4)   MATERIALS AND SUPPLIES -- Include equipment with unit costs of less
            than $1,000 or an expected service life of two years or less, and
            consumable material and supplies regardless of amount.

      (5)   PREMIUM PAY -- List remuneration in excess of the basic hourly rate.

      (6)   CONSULTANT FEE -- List fees paid to consultants. Identify consultant
            by name or category as set forth in the contract's Advance
            Understanding or in the COA letter, as well as the effort (i.e.,
            number of hours, days, etc.) and rate being billed.

      (7)   TRAVEL -- Include domestic and foreign travel. Foreign travel is
            travel outside of Canada, the United States and its territories and
            possessions. However, for an organization located outside Canada,
            the United States and its territories and possessions, foreign
            travel means travel outside that country. Foreign travel must be
            billed separately from domestic travel.

      (8)   SUBCONTRACT COSTS -- List subcontractor(s) by name and amount
            billed.

      (9)   OTHER -- List all other direct costs in total unless exceeding
            $1,000 in amount. If over $1,000, list cost elements and dollar
            amounts separately. If the contract contains restrictions on any
            cost element, that cost element must be listed separately.

(l)   COST OF MONEY (COM) -- Cite the COM factor and base in effect during the
      time the cost was incurred and for which reimbursement is claimed.

(m)   INDIRECT COSTS--OVERHEAD -- Identify the cost base, indirect cost rate,
      and amount billed for each indirect cost category.

                                     Page 53
<Page>

(n)   FIXED-FEE EARNED -- Cite the formula or method of computation for the
      fixed-fee (if any). The fixed-fee must be claimed as provided for by the
      contract.

(o)   TOTAL AMOUNTS CLAIMED -- Insert the total amounts claimed for the current
      and cumulative periods.

(p)   ADJUSTMENTS -- Include amounts conceded by the Contractor, outstanding
      suspensions, and/or disapprovals subject to appeal.

(q)   GRAND TOTALS

THE CONTRACTING OFFICER MAY REQUIRE THE CONTRACTOR TO SUBMIT DETAILED SUPPORT
FOR COSTS CLAIMED ON ONE OR MORE INTERIM INVOICES/FINANCING REQUESTS.

                                     Page 54
<Page>

FINANCIAL REPORTING INSTRUCTIONS:

These instructions are keyed to the Columns on the Financial Report Of
Individual Project/Contract, NIH Form 2706

COLUMN A--EXPENDITURE CATEGORY - Enter the expenditure categories required by
the contract.

COLUMN B--CUMULATIVE PERCENTAGE OF EFFORT/HRS.-NEGOTIATED - Enter the percentage
of effort or number of hours agreed to doing contract negotiations for each
employee or labor category listed in Column A.

COLUMN C--CUMULATIVE PERCENTAGE OF EFFORT/HRS.-ACTUAL - Enter the percentage of
effort or number of hours worked by each employee or labor category listed in
Column A.

COLUMN D--INCURRED COST-CURRENT - Enter the costs, which were incurred during
the current period.

COLUMN E--INCURRED COST-CUMULATIVE - Enter the cumulative cost to date.

COLUMN F--COST AT COMPLETION - Enter data only when the contractor estimates
that a particular expenditure category will vary from the amount negotiated.
Realistic estimates are essential.

COLUMN G--CONTRACT AMOUNT - Enter the costs agreed to during contract
negotiations for all expenditure categories listed in Column A.

COLUMN H--VARIANCE (OVER OR UNDER) - Show the difference between the estimated
costs at completion (Column F) and negotiated costs (Column G) when entries have
been made in Column F. This column need not be filled in when Column F is blank.
When a line item varies by plus or minus 10 percent, i.e., the percentage
arrived at by dividing Column F by Column G, an explanation of the variance
should be submitted. In the case of an overrun (net negative variance), this
submission shall not be deemed as notice under the Limitation of Cost (Funds)
Clause of the contract.

MODIFICATIONS: Any modification in the amount negotiated for an item since the
preceding report should be listed in the appropriate cost category.

EXPENDITURES NOT NEGOTIATED: An expenditure for an item for which no amount was
negotiated (e.g., at the discretion of the contractor in performance of its
contract) should be listed in the appropriate cost category and all columns
filled in, except for G. Column H will of course show a 100 percent variance and
will be explained along with those identified under H above.

                                     Page 55
<Page>

SAMPLE INVOICE/FINANCING REQUEST

<Table>
<S>                                    <C>  <C>                               <C>
(a)  Billing Office Name and Address   (b)  Invoice/Financing Request No.     -----------

       Ms. Leasa Mercer                (c)  Date Invoice Prepared             -----------
       Accounts Payable Department
       Building 244                    (d)  Contract No. and Effective Date   -----------
       NCI at Frederick
       SAIC Frederick                  (f)  Total Estimated Cost of Contract  -----------
       P. O. Box B - West 7th Street
       Frederick, Maryland 21702-1201  (g)  Total Fixed Fee                   -----------
</Table>

(e)   Payee's Name and Address

      ABC CORPORATION
      100 Main Street
      Anywhere, U.S.A.  Zip Code

      Attention:  NAME, TITLE, AND PHONE NUMBER
                  OF OFFICIAL TO WHOM PAYMENT IS SENT

(h)      This invoice/financing request represents reimbursable costs from
         AUG. 1, 1982 through AUG. 31, 1982

<Table>
<Caption>
                                                            (i) Amount Billed for    (j)  Cumulative
                                                                Current Period            Amount From
                                                                                          Inception
                                                                --------------            -----------
<S>   <C>                                                          <C>                     <C>
(k)   Direct Costs
      (l)   Direct Labor                                           $ 3,400                 $ 6,800
      (2)   Fringe Benefits                                            600                   1,200
      (3)   Accountable Personal Property
                  (Attach Form HHS-565)
            Permanent Research                                       3,000                   6,000
            General Purpose                                          2,000
                                                                                             2,000
      (4)   Materials and Supplies                                   2,000                   4,000
      (5)   Premium Pay                                                100
                                                                                               150
      (6)   Consultant Fee-Dr. Jones 1 day @ 100 (COA #3)              100
                                                                                               100
      (7)   Travel(Domestic)                                           200
                                                                                               200
                        (Foreign)                                      200
                                                                                               200
      (8)   Subcontract Costs                                          -0-                     -0-
      (9)   Other                                                      -0-                     -0-
                                                                  --------                 -------
      Total Direct Costs                                           $11,600                 $20,650

(l)   Cost of Money (FACTOR) of (APPROPRIATE BASE)                   2,400                   3,600
</Table>

                                     Page 56
<Page>

<Table>
<S>                                                                <C>                     <C>
(m)   Indirect Costs -- Overhead
      ______% of Direct Labor or Other Base (Formula)                4,000                   6,000

(n)   Fixed-Fee Earned (Formula)                                       700                   1,400
                                                                   -------                 -------

(o)   Total Amount Claimed                                         $18,700                 $31,650
(p)   Adjustments
            Outstanding Suspensions

                                                                                            (1,700)
                                                                                           -------
(q)   Grand Totals                                                 $18,700                 $29,950
</Table>

"I certify that all payments requested are for appropriate purposes and in
accordance with the contract."

-----------------------                        ---------------------------------
(Name of Official)                             (Title)

*Attach details as specified in the contract

                                     Page 57
<Page>

    AMENDMENT OF SOLICITATION/MODIFICATION OF SUBCONTRACT

AMENDMENT/MODIFICATION NO.: 01  EFFECTIVE DATE:   January 25, 2002

SUBCONTRACTOR NAME AND ADDRESS: ISSUED BY: Dennis J. Dougherty
GenVec, Inc.                    SAIC-Frederick Inc.
65 West Watkins Mill Road       NCI-Frederick Cancer Research & Development Ctr.
Gaithersburg, MD                P.O. Box B, Building 244
                                Frederick, MD 21702-1201

AMENDMENT OF SOLICITATION       MODIFICATION OF SUBCONTRACT NO.:
                                21XS073A
NO:         DATED:              NO.: 01 DATED: January 25, 2002

THIS BLOCK APPLIES ONLY TO AMENDMENTS OF SOLICITATIONS

/ / The above numbered solicitation is amended as set forth below. The hour and
date specified for receipt of offers / / is extended, / / is not extended.
Offerors must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation, or as amended, by signing and returning
____copies of this amendment; by acknowledging receipt of this amendment on each
copy of the offer submitted; or by separate letter referencing the solicitation
and amendment numbers.

FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER.

THIS BLOCK APPLIES ONLY TO MODIFICATION OF SUBCONTRACTS

/ /This Change Order is issued pursuant to the General Provisions entitled
"CHANGES"
/X/ Supplemental Agreement
/X/ Subcontractor  / / is not required  /X/ is required to sign this document
and return 2 copies to issuing office.
             RETURN TWO (2) COPIES TO THE ATTENTION OF Jean LaPadula

DESCRIPTION OF AMENDMENT/MODIFICATION                       BUILDING NO.    n/a

THE ABOVE REFERENCED SUBCONTRACT IS HEREBY MODIFIED AS FOLLOWS:

Section B.3. - See page 2
Section B.4. - See page 2
Section B.5. - See page 3
Section F.1. - See pages 3 and 4
Section F.2. - See pages 5 and 6
Section H.18 - See pages 7 and 8

ALL OTHER TERMS AND CONDITIONS OF THIS CONTRACT REMAIN UNCHANGED.

OFFEROR/SUBCONTRACTOR                  SAIC Frederick

BY                                     BY

NAME AND TITLE OF SIGNER   DATE SIGNED CONTRACTING OFFICER    DATE SIGNED

Thomas E. Smart                        Dennis J. Dougherty

<Page>

Senior VP, Corporate Development       Manager, Research Contracts

<Page>

Contract No. 21XS073a
Modification 01

ARTICLE B.3. CONTRACT PRICE/COST

   A.    The total estimated cost of this contract for the base year, exclusive
         of any fee, is $*.

   B.    In accordance with ARTICLE F.1.  PERIOD OF PERFORMANCE, the contract
         includes two priced option years as follows:

<Table>
<Caption>
         PERIOD           PERIOD COVERED                TOTAL ESTIMATED COST
         --------------  --------------------------    -------------------------
         <S>              <C>                           <C>
         Option Year 1    12/31/2002 - 12/30/2003       $*
         Option Year 2    12/31/2003 - 12/30/2004       $*
</Table>

ARTICLE B.4.  FEE

A.       FIXED FEE.

         (1)      For work pertaining to the milestones listed below, the
                  Government shall pay the Contractor a fixed fee as follows:

<Table>
<Caption>
                  PERIOD OF PERFORMANCE     FIXED FEE
                  ---------------------     ---------
                    <S>                     <C>
                    Base Period             $*
                    Option Year 1           $*
                    Option Year 2           $*
</Table>

         (2)      The Contractor earns and may invoice for, and the Government
                  shall pay, the fixed fee for each period on a pro rata basis
                  throughout that period.

B.       Incentive Fee.

         (1)      In addition to the fixed fee, the Government shall pay the
                  Contractor an incentive fee for early completion of critical
                  Milestone I, defined as the successful completion of the six
                  (6) adenovectors and the delivery of the six (6) adenovectors
                  to the appropriate organization as specified by the VRC. The
                  amount of incentive fee shall be determined based upon the
                  actual date of successful completion as follows:

<Table>
<Caption>
                  COMPLETION DATE                    INCENTIVE FEE
                  ---------------                    -------------
                  <S>                                <C>
                  Contract Award + *                 $*
                  Contract Award + *                 $*
                  Contract Award + *                 $*
                  Contract Award + *                 $*
</Table>

         (2)      The Contractor may invoice for, and the Government shall pay,
                  the appropriate specified incentive

                                     Page 2
<Page>

                  fee consistent with Paragraph B.1. at any time following
                  successful completion of the critical Milestone I activities
                  within one of the designated time periods.

         (3)      The Government is not obligated to pay incentive fees for
                  early  completion of  Milestones II  or III.

ARTICLE B.5. PROVISIONS APPLICABLE TO DIRECT COSTS

A.       Items Unallowable Unless Otherwise Provided

         Notwithstanding the clause(s), ALLOWABLE COST AND PAYMENT, incorporated
         in this contract, unless authorized in writing by the Contracting
         Officer, the costs of the following items or activities shall be
         unallowable as direct costs:

         (1)      Acquisition, by purchase or lease, of any interest in real
                  property;
         (2)      Special rearrangement or alteration of facilities;
         (3)      Purchase or lease of any item of general purpose, office
                  furniture, or office equipment regardless of dollar value.
                  (General purpose equipment is defined as any items of personal
                  property which are usable for purposes other than research,
                  such as office equipment and furnishings, pocket calculators,
                  etc.);
         (4)      Travel to attend general scientific meetings whether at
                  domestic or foreign locations;
         (5)      Consultant expenses;
         (6)      Subcontracts.

B.       Travel Costs

         (1)      Domestic Travel

                  (a)      Total expenditures for domestic travel
                           (transportation, lodging, subsistence, and incidental
                           expenses) incurred in direct performance of this
                           Contract shall not exceed $ * without prior written
                           approval of the Contracting Officer.

                  (b)      The  Contractor  shall  invoice and be reimbursed
                           for all travel  costs in  accordance  with FAR
                           Subpart 31.205-46

ARTICLE F.1.  PERIOD OF PERFORMANCE

A.       The initial period of performance of this CPFF, LOE contract shall be
         from December 31, 2001 - December 30, 2002. The Contracting Officer may
         extend the period of performance by exercising one or both of the two
         priced twelve (12) months option years in accordance with paragraph B
         below.

B.       Execution of option years will be based upon actual Contractor
         performance.

         FAR 52.217-9 Option to Extend the Term of the Contract (Mar 1989)

                                     Page 3
<Page>

         The Government may extend the term of this contract by written notice
         to the Contractor within thirty (30) days provided, that the Government
         shall give the Contractor a preliminary written notice of its intent to
         extend at least sixty (60) days before the contract expires. The
         preliminary notice does not commit the Government to an extension.

         If the Government exercises this option, the extended contract shall be
         considered to include this option provision.

         The total duration of this contract, including the exercise of any
         options under this clause, shall not exceed 36 months.

C.       If SAIC Frederick exercises its option(s) pursuant to Article F.1,
         paragraph B, the period of performance will be increased as listed
         below:

<Table>
<Caption>
         OPTION YEAR NUMBER              PERIOD OF PERFORMANCE
         <S>                             <C>
         Option 1:                       December 31, 2002 - December 30, 2003

         Option 2:                       December 31, 2003 - December 30, 2004
</Table>

                                     Page 4
<Page>

ARTICLE F.2.  LEVEL OF EFFORT

A.       In accomplishing the work set forth herein, the Contractor shall
         provide * hours direct labor effort during the periods set forth below.
         These labor HOURS EXCLUDE subcontractor labor HOURS. It is estimated
         that the labor hours will be expended approximately as follows:

<Table>
<Caption>
           PERIOD OF PERFORMANCE      LABOR CATEGORY      DIRECT LABOR HOURS
     <S>                                      <C>               <C>
     Base Period
                                              *                 *
     TOTAL HOURS - BASE PERIOD                                  *
</Table>

                                     Page 5
<Page>

<Table>
     <S>                                      <C>               <C>
     Option Year 1
                                              *                 *
     TOTAL HOURS - OPTION YEAR 1                                *

     Option Year 2
                                              *                 *
     TOTAL HOURS - OPTION YEAR 2                                *
</Table>

      B.   The Contractor shall have satisfied the requirement herein if it
           furnishes not less than 90% or more than 110% of the total direct
           labor hours specified herein.

                                     Page 6
<Page>

Delete:
ARTICLE H.18.  INTELLECTUAL PROPERTY AND DATA RIGHTS.

Replace with:

ARTICLE H.18. SUBMISSION OF REQUEST FOR CONTRACT MODIFICATION RELATING TO
GOVERNMENT REPORTING OF INVENTIONS

A.    SUBMISSION OF REQUEST. In consideration of GenVec's election to continue
the subcontract notwithstanding NIH's actual or deemed disapproval of the
deviation request previously submitted by SAIC pursuant to Article H.17 of this
subcontract, SAIC shall promptly request, and use its best efforts to obtain,
NIH approval to insert in this subcontract a clause relating to government
disclosure and reporting of inventions, with such clause to be substantially in
the form set forth in paragraph B below. SAIC shall keep GenVec reasonably
informed of the status of this request and shall notify GenVec within two (2)
business days of receipt of notice of NIH approval or disapproval. In the event
of approval, SAIC shall, without further consideration, issue a bilateral
modification to the subcontract to include the clause relating to government
disclosure and reporting of inventions, as described above.

B.    FORM OF REQUESTED MODIFICATION.  The form of the modification request
referred to in paragraph A above is as follows:

               "ARTICLE H.18. REPORTING OF GOVERNMENT INVENTIONS"

A.    DEFINITIONS.

         As used in this article, the following terms shall have the indicated
meanings:

         (1)      "Government" means the Government of the United States, as
                  represented through the Public Health Service ("PHS") and its
                  subdivision, the National Institutes of Health ("NIH").

         (2)      "IP" means intellectual property.

         (3)      "Inventing Parties" means the Government and GenVec.

         (4)      "Invention" means any invention or discovery which is or may
                  be patentable or otherwise protected under Title 35, United
                  States Code, Sections 101 or 161, or any novel variety or
                  plant which is or may be protected under the Plant Variety
                  Protection Act (7 U.S.C. Section 2321 ET SEQ.).

         (5)      "Made," when used in relation to any invention, means the
                  conception or first actual reduction to practice of such
                  invention.

         (6)      "PHS" means the Public Health Service, of which NIH is a
                  subdivision.

         (7)      "Government Subject Invention" means any Invention of the
                  Government made in connection with this contract or using any
                  biological materials supplied by GenVec under this contract.

                                     Page 7
<Page>

B.       IMPLEMENTATION

         (1)      As prime contractor, SAIC represents and warrants that the
                  Government has authorized SAIC in writing to include this
                  clause in this subcontract for the purposes of providing for
                  Government disclosure and reporting of inventions to GenVec,
                  as specified below.

         (2)      The Government, SAIC and GenVec agree that the mutual
                  obligations of the Inventing Parties created by this clause
                  constitute a contract between the Government and GenVec with
                  respect to the matters covered by the clause; PROVIDED,
                  HOWEVER, that nothing in this paragraph is intended to confer
                  any jurisdiction under the Contract Disputes Act in connection
                  with proceedings relating to third-party licenses. (CF. FAR
                  52.227-11(g)(3).)

C.       GOVERNMENT DISCLOSURE AND REPORTING OF INVENTIONS

         (1)      DISCLOSURE. The Government shall disclose each Government
                  Subject Invention to GenVec within two (2) months after the
                  inventor discloses it in writing to NIH personnel responsible
                  for patent matters. NIH agrees to inform its affected
                  employees, other than clerical and nontechnical employees, of
                  their obligation to promptly disclose each Government Subject
                  Invention in writing to NIH personnel identified as
                  responsible for patent matters under the SAIC prime contract.

         (2)      REPORTING ON PATENT APPLICATIONS. Within one month of filing a
                  patent application on a Government Subject Invention, the
                  Government shall provide GenVec with copies of the application
                  and all documents filed with the relevant patent or other IP
                  office in connection with the prosecution of such
                  applications. The Government shall also provide GenVec with
                  the power to inspect and make copies of all documents retained
                  in the patent or other IP application files by the applicable
                  patent or other IP office. Where licensing is contemplated by
                  GenVec, the Inventing Parties agree to consult with each other
                  with respect to the prosecution of applications for Government
                  Subject Inventions and joint Subject Inventions. If the
                  Inventing Parties agree that GenVec shall file and prosecute
                  IP applications on joint Subject Inventions, then GenVec
                  agrees to grant PHS an associate power of attorney (or its
                  equivalent) on such IP applications.

         (3)      LICENSING. The Government shall give due consideration to any
                  applications by GenVec for licenses to any Government Subject
                  Inventions. In negotiating the terms and conditions of any
                  such licenses, the Government assgrees to take into account
                  the nature of the invention, the relative contributions of the
                  Inventing Parties to the invention, the risks incurred by
                  GenVec and the costs of subsequent research and development
                  needed to bring the invention to the marketplace.

D.       SURVIVAL

         The provisions of this Article survive the termination of this
contract."

                                     Page 8