EXHIBIT
10.27


AWARD/CONTRACT
                        1.
                        THIS
      CONTRACT IS A RATED ORDERUNDER DPAS (15 CFR 350)
                        RATING
                        PAGE
                          1
                        OF
      PAGES
                          3
 2.
      CONTRACT (Proc.
      Inst. Ident.) NO.
                          3.
      EFFECTIVE DATE
                          4.
      REQUISITION/PURCHASE REQUEST/PROJECT NO.HSHQDC-10-C-00034
                          01/22/2010
                          RSCB-09-00141
 5.
      ISSUED BY
                                  CODE
                                  DHS/OPO/S&T/CHEMBIO
                                  6.
      ADMINISTERED BY (If
      other than Block 5)
                                  CODE
                                  DHS/OPO/S&T/CHEMBIO
 U.S.
      Dept. of Homeland Security
                                                  Office
      of Procurement Operations
                                                  S&
      T Acquisition Division
                                                  245
      Murray Lane, SW
                                                  Building
      410
                                                  Washington
      DC 200528
                                                U.S.
      Dept. of Homeland Security Office of
                                                  Procurement
      Operations S&T Acquisition Division
                                                  245
      Murray Lane, SW
                                                  Building
      410
                                                  Washington
      DC 205287. NAME AND ADDRESS
      OF CONTRACTOR (No.,
      street, city, county, State and Zip
    Code)
                                                8.
      DELIVERYGENVEC
      INC
                                                o
                                                FOB
      ORIGIN
                                                x
                                                OTHER
      (See
      Below)65
      WEST WATKINS MILL ROAD
                                                  ATTN
      HORACIO CORREA JR
                                                  GAITHERSBURG
      MD 208784021
                                                9.
      DISCOUNT FOR PROMPT PAYMENT
                                                  Net
      30
 10.
      SUBMIT INVOICES
                                              
                                              ITEM(4
      copies unless otherwise specified)CODE    806729547000
                                              FACILITY
      CODE
                                              TO
      THE ADDRESS SHOWN  IN
 11.
      SHIP TO/MARK FOR
                                CODE
                                DHS
                                12.
      PAYMENT WILL BE MADE BY
                                CODE
                                DHS-S&T-INVDepartment
      of Homeland Security
                                DHS
      ICE245
      Murray Lane
                                Burlington
      Finance CenterBldg.
      410
                                PO
      Box 1000Washington
      DC 20528
                                Attn:
      S&T Division Chem BioSAT.Invoice.Consolidation@dhs.govWilliston
      VT 05495-100013.
      AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION
                                14.
      ACCOUNTING AND APPROPRIATION DATAo
      10 U.S.C. 2304 (c)
      (        )      o 41 U.S.C. 253 (c)
      (        )
                                See
      Schedule
 15A.
      ITEM NO.
                              15B.
      SUPPLIES/SERVICES
                              15C.
                                QUANTITY
                              15D.
                                UNIT
                              15E.
      UNIT PRICE
                              15F.
      AMOUNTContinued
 15G.
      TOTAL AMOUNT OF CONTRACT
                      
                      $3,809,122.0
 16.  TABLE
OF CONTENTS
 (X)
                                                                                  SEC
                                                                                  DESCRIPTION
                                                                                  PAGE(S)
                                                                                  (X)
                                                                                  SEC
                                                                                  DESCRIPTION
                                                                                  PAGE(S)PART
      I - THE SCHEDULE
                                                                                  
                                                                                  
                                                                                  PART
      II - CONTRACT CLAUSESo
                                                                                  A
                                                                                  SOLICITATION/CONTRACT
      FORM
                                                                                  
                                                                                  
                                                                                  I
                                                                                  CONTRACT
      CLAUSESo
                                                                                  B
                                                                                  SUPPLIES
      OR SERVICES AND PRICES/COSTS
                                                                                  
                                                                                  
                                                                                  PART
      III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACH.o
                                                                                  C
                                                                                  DESCRIPTION/SPECS/WORK
      STATEMENT
                                                                                  
                                                                                  
                                                                                  J
                                                                                  LIST
      OF ATTACHMENTSo
                                                                                  D
                                                                                  PACKAGING
      AND MARKING
                                                                                  
                                                                                  
                                                                                  PART
      IV - REPRESENTATIONS AND INSTRUCTIONSo
                                                                                  E
                                                                                  INSPECTION
      AND ACCEPTANCE
                                                                                  
                                                                                  
                                                                                  K
                                                                                  REPRESENTATIONS,
      CERTIFICATIONS ANDo
                                                                                  F
                                                                                  DELIVERIES
      OR PERFORMANCE
                                                                                  
                                                                                  
                                                                                  
                                                                                  OTHER
      STATEMENTS OF OFFERORSo
                                                                                  G
                                                                                  CONTRACT
      ADMINISTRATION DATA
                                                                                  
                                                                                  
                                                                                  L
                                                                                  INSTRS.,
      CONDS., AND NOTICES TO OFFERORSo
                                                                                  H
                                                                                  SPECIAL
      CONTRACT REQUIREMENTS
                                                                                  
                                                                                  
                                                                                  M
                                                                                  EVALUATION
      FACTORS FOR AWARD
 CONTRACTING
OFFICER WILL COMPLETE 17 OR 18 AS APPLICABLE
 17.
      x CONTRACTOR’S
      NEGOTIATED AGREEMENT (Contractor
      is required to sign thisdocument and return1copies
      to issuing office.)  Contractor agrees tofurnish and deliver
      all items or perform all the services set forth or otherwise identified
      above and on any continuation sheets for the consideration stated herein.
      The rights and obligations of the parties to this contract shall be
      subject to and governed by the following documents: (a) this
      award/contract, (b) the solicitation, if and, and (c) such provisions,
      representations, certifications and specifications, as are attached or
      incorporated by reference herein.(Attachment
      are listed herein.)
                        
                        18. o  AWARD
      (Contractor
      is not required to sign this document.) Your offer on Solicitation
      Number _________________________________________,
                          including
      the additions or changes made by you which additions or changes are set
      forth in full above, is hereby accepted as to the items listed above and
      on any condition sheets.  This award consummates the contract
      which consists of the following documents: (a) Government’s solicitation
      and our offer, and (b) this award/contract.
                          No
      further contractual document is
necessary.
  19A.
      Name and Title of Signer
                                                            Douglas
      J. Swirsky, Chief Financial Officer
                                                          
                                                          
                                                          20A.
      Name of Contracting Officer
                                                            Kristian
      Jovanovic19B.
      Name of Contractor
                                                            By:/s/ Douglas
      J. Swirsky
                                                            (signature
      of person authorized to sign)
                                                          19C.
      Date Signed
                                                            01/28/2010
                                                          
                                                          20B.
      United States of America
                                                            By:/s/ Kristian
      Jovanovic
                                                            (signature
      of contracting officer
                                                          20C.
      Date signed
                                                            02/12/2010
  NSN
      7541-7-152 mei
                    OPTIONAL
      FORM 336 14.86]SpOrtSored
      In GSARAE
      (4 El CFR) 53.110
 * The
asterisk denotes that confidential portions of this exhibit have been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
portions have been submitted separately to the Securities and Exchange
Commission.
 HSHQDC-10-C-00034


CONTINUATION
      SHEET
                              REFERENCE
      NO OF DOCUMENT BEING CONTINUED
                              PAGE
                              OFHSHOC-10-C-00034
                              2
                              3NAME
      OF OFFEROR OR CONTRACTOR
                                GENVEC
      INC


ITEM NO
                                                                      (A)
                                                                    
                                                                    SUPPLIES/SERVICES
                                                                      (B)
                                                                    
                                                                    QUANTITY
                                                                      (C)
                                                                    
                                                                    UNIT
                                                                      (D)
                                                                    
                                                                    UNITPRICE
                                                                      (E)
                                                                    
                                                                    AMOUNT
                                                                      (F)DUNS
      Number:   806729547+0000Division:   Chemical
      & BiologicalPPA:   Chemical
      & BiologicalThrust:   AgricultureProgram:   Foreign
      Animal Diseases (FAD)Project:   FAD
      Vaccines and DiagnosticsPerformer:   GenVecAppropriation
      Year:   FY09 (9X Funds)Budget
      Authority:   No-Year R&D FundsALC:   70-08-1513APPS:   70X0800Description:
      The purpose of this Cost Plus Fixed Fee contract, which is awarded under
      the Department of Homeland Security (DHS) Long Range Broad Agency
      Announcement, is to provide support for research and development of a
      molecular Foot-and-Mouth Disease (FMD) vaccine, in accordance with the
      attached Terms and Conditions and Statement of Work.Delivery:   365
      Days After AwardAccounting
      Info:NONE000-000-9X-31-01-01-002-01-00-0000-00-00-00-00-GE-OE-25-50-000000FOB:   DestinationPeriod
      of Performance:  01/22/2010 to 01/21/20120001
                                                                    
                                                                    Base
      Year:   Foreign Animal Disease Programsupport.
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    3,809,122.0001/22/2010
      until 01/21/2011Est
      Unit Cost:   $*Fixed
      Fee:   $*Total
      CPFF:   $3,809,122.00Obligated
      Amount:   $3,809,122.000002
                                                                    
                                                                    Option
      Year:   Foreign Animal Disease Programsupport.
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    0.0001/22/2011
      until 01/21/2012Est
      Unit Cost:   $*Fixed
      Fee:   $*Total
      CPFF:   $746,766.00Amount:   $746,766.00(Option
      Line Item)Continued  
      ...


NSN
      7540-01-152-8067
                OPTIONAL
      FORM 336(4-86)Sponsored
      by GSAFAR
      (49CFR) 53.110






HSHQDC-10-C-00034


2




CONTINUATION
      SHEET
                                REFERENCE
      NO OF DOCUMENT BEING CONTINUED
                                PAGE
                                OFHSHOC-10-C-00034
                                3
                                3NAME
      OF OFFEROR OR CONTRACTOR
                                  GENVEC
      INC


ITEM NO
                                                  (A)
                                                
                                                SUPPLIES/SERVICES
                                                  (B)
                                                
                                                QUANTITY
                                                  (C)
                                                
                                                UNIT
                                                  (D)
                                                
                                                UNIT PRICE
                                                  (E)
                                                
                                                AMOUNT
                                                  (F)Product/Service
      Code:   AA34The
      total amount of award: $4,555,888.00.  The obligation for this
      award is shown in box 15G.


NSN
      7540-01-152-8067
              OPTIONAL
      FORM 336(4-86)Sponsored
      by GSAFAR
      (49CFR) 53.110










3




Exhibit 10.27




B.0 SUPPLIES/SERVICES AND
PRICES/COSTS




B.1
CONTRACT TYPE AND SCHEDULE OF ITEMS




This is a
Cost Plus Fixed Fee type contract.  Under this contract, GenVec will
conduct Research and Development of a molecular Foot-and-Mouth Disease vaccine
for the Department of Homeland Security, in accordance with Section C and
Section J entitled “Statement of Work” (SOW).




B.2
CONTRACT LINE ITEMS




1.  The
Contractor shall provide the Contract Line Items (CL1Ns) identified below on a
Cost Plus Fixed Fee (CPFF) basis.  The fixed fee for all CLINs is
listed below.  The Contractor shall consider the Estimated Costs to be
Not-To-Exceed (NTE) ceilings that can be changed only through a contract
modification.




CLIN
              Supplies /Services
              Qty
              Unit
              Est Unit Cost
              Fixed Fee
              Total CPFF0001
              Base Year
              1
              LOT
              $*
              $*
              $3,809,122******0002
              Option
      Year
              1
              LOT
              $*
              $*
              $746,766AdVector
      Technology Development to Improve AdFMD Vaccine Potency -  Milestone
      R1, New FMD serotype vectorsTotal
      Not-To-Exceed
              
              
              $4,031,759
              $524,129
              $4,555,888




NSN
      7541-7-152 mei
                OPTIONAL
      FORM 336 14.86]SpOrtSored
      In GSARAE
      (4 El CFR) 53.110




4





2. The
sum of funds allotted to this contract and available for payment of costs and
fee through 21 January 2011 in accordance with the clause 52.232.20 in Section I
entitled “Limitation of Cost” is $3,809.122.




3. As
provided in paragraph (a)(2), the license granted in ATTACHMENT 3 entitled “TO
BE USED AS ALTERNATE II TO THE CLAUSE AT 52.227-14, RIGHTS IN DATA-GENERAL”
shall remain in effect for the term of all patents licensed hereunder without
regard to the expiration, completion, or termination of this
contract.




C.0 DESCRIPTION /
SPECIFICATIONS / STATEMENT OF WORK




C.1
STATEMENT OF WORK




The work
and services to be performed under this contract shall conform with requirements
contained in the Statement of Work entitled Attachment 1.  See Section
J.




D.0 PACKAGING AND
MARKING




D.1
PACKAGING AND MARKING




Deliverables
shall be electronically submitted to *, and/or provided in
accordance with the Statement of Work.




E.0 INSPECTION AND
ACCEPTANCE




E.1
CLAUSES INCORPORATED BY REFERENCE




The
following FAR clauses are available in full text at http://farsite.hill.af.miland
incorporated by reference into this contract:




52.246-9
Inspection of Research and Development (Short Form) (APR 1984)




E.2
INSPECTION AND ACCEPTANCE BY THE GOVERNMENT




The
Contracting Officer’s Technical Representative (COTR) identified in Section G of
this Contract is responsible for inspection and acceptance of all services,
incoming shipments, documents, and services performed specifically for the
Contract.




E.3
ACCEPTANCE CRITERIA




Certification
by the Government of satisfactory services provided is contingent upon the
Contractor performing in accordance with the terms and conditions of the
contract and all modifications.








5




F.0 DELIVERIES OR
PERFORMANCE




F.1
CLAUSES INCORPORATED BY REFERENCE




The
following FAR clauses are available in full text at http://farsite.hill.af.mil
and incorporated by reference into this contract:




52.242-15
(Alt I) Stop Work Order (April 1989) Alternate I (April 1984) 52.247-34 F.O.B.
Destination (Nov 1991)




F.2
PERIOD OF PERFORMANCE




The
period of performance of this Contract is:




Base
Year— 22 January 2010 until 21 January 2011


Option
Year — 22 January 2011 until 21 January 2012




F.3
PLACE OF PERFORMANCE




The
services shall he performed at the contractor’s facility.




F.4
DELIVERY ADDRESS




All
deliverables shall be submitted electronically to the COTR identified in Section G
of this Contract.




F.5
METHOD OF DELIVERY




Electronic
copies shall be delivered in Microsoft Office formatted files, unless otherwise
specified by the COTR.  Electronic submission shall he made via
e- mail,
unless otherwise directed by the COTR.




F.6
DELIVERABLE/DELIVERY SCHEDULE




All
deliverable schedules are contained in Section C - Statement of
Work.




G.0 CONTRACT ADMINISTRATION
DATA




G.1
CONTRACTING OFFICER (CO)




The
Contracting Officer for this Contract is identified below:


Name:*


Title: Contracting
Officer


Agency:       Department
of Homeland Security


Science and Technology
Division


Office of Procurement
Operations


Address:      Washington,
D.C. 20598


Voice: *


Email: *









6





G.2
CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)




The COTR
for this Contract is identified below:


Name: *


Title:S&T Program
Manager


Agency:          Department
of Homeland Security


Science and Technology
Directorate


Chem/Bio Division


Address:         Plum
Island. NY


Voice: *


Email: *





G.3
CONTRACTING OFFICER’S AUTHORITY




The
Contracting Officer (CO) assigned to this contract has responsibility for
ensuring  the performance of all necessary actions for effective
contracting; ensuring compliance with the terms of the contract and safeguarding
the interests of the United States in its contractual
relationships.  The CO is the only individual who has the authority to
enter into, administer, or terminate this contract and is the only person
authorized to approve changes to any of the requirements under this contract,
and notwithstanding any provision contained elsewhere in this contract, this
authority remains solely with the CO.




It is the
Contractor’s responsibility to contact the CO immediately if there is even the
appearance of any technical direction that is or may be outside the scope of the
contract.  The Government will not reimburse the Contractor for any
work not authorized by the CO, including work outside the scope of the
contract.




G.4
CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (HSAR
3052.242-72) (DEC 2003)




(a) The
Contracting Officer may designate Government personnel to act as the Contracting
Officer’s Technical Representative (COTR) to perform functions under the
contract such as review or inspection and acceptance of supplies, services,
including construction, and other functions of a technical
nature.  The Contracting Officer will provide a written notice of such
designation to the Contractor within five working days after contract award or
for construction, not less than five working days prior to giving the contractor
the notice to proceed.  The designation letter will set forth the
authorities and limitations of the COTR under the contract.




(b) The
Contracting Officer cannot authorize the COTR or any other representative to
sign documents, such as contracts. contract modifications. etc., that require
the signature of the Contracting Officer.




(End of
clause)









7





G.5
INTERPRETATION OR MODIFICATION




No oral
statement by any person, and no written statement by anyone other than the
Contracting Officer (CO), or his/her authorized representative acting within the
scope of his/her authority, shall be interpreted as modifying or otherwise
affecting the terms of this contract.  All requests for interpretation
or modification shall be made in writing to the CO.




G.6
ACCOUNTING AND APPROPRIATION DATA




NONE000-000-9X-31-01-01-002-01-00-0000-00-00-00-00-GE-OE-25-50-000000




Amount:
$3,809.122.00




G.7
INVOICING INSTRUCTIONS




In order
to initiate payment. the Contractor shall submit proper invoices for payment in
the manner and format described herein:




(a)
GenVec will invoice monthly for all costs incurred plus the pro rata portion of
fee.




Invoices
shall be submitted electronically to:


SAT.Invoice.ConsolidationrCsdhs.gov




Invoices
can be mailed to the following address (the preferred method of invoicing
is via email):




DHS
ICE


Burlington
Finance Center


PO Box
1000


Williston,
Vermont 05495-1000


Attn:
S&T Chem/Bio Division





(b) Each
invoice shall include the following:




(1)
Contract Number


(2)
Contractor Name


(3) Date
of Invoice


(4)
Invoice/voucher Number


(5)
Material


(6)
Labor


(7)
Benefits


(8)
Overhead


(9) Other
Direct Cost (ODCs)


(10)
Travel


(11)
Total Costs





Backup
documents shall be available for audit/review to DCAA, upon
request.









8




G.8
TRAVEL




(a)
Domestic/local travel shall take place in accordance with the Federal Travel
Regulations (FTR) and will he considered reasonable and allowable to the extent
permitted by FAR 31.205-46.  Documentation will be available upon
request to DCAA.




G.9
GOVERNMENT FURNISHED EQUIPMENT/INFORMATION/MATERIALS




The
government shall provide the GFE/GFI/GFM as called out in the Statement of
Work.




H.0 SPECIAL CONTRACT
REQUIREMENTS




H.1 RIGHTS IN DATA-GENERAL




In
accordance with FAR 52.227-14. Rights in Data-General.  Alternate II
(Dec 2007), see Attachment 3 in Section J.




I.0 CONTRACT
CLAUSES




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




This
contract incorporates one or more 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 this/these
address(es):




http://farsite.hill.af.mil
(FAR Clauses 52.###)




http://www.dhs.gov/dhspublic/interweb/assetlibrary/DHS_HSAR_With_Notice_04-01.pdf
(HSAR Clauses 30##.###)




(End of
Clause)




I.2
CLAUSES INCORPORATED BY REFERENCE




The
following FAR and HSAR clauses are incorporated by reference into this
contract:








9




52.202-1
      (Jul 2004)
            Definitions52.203-3
      (Apr 1984)
            Gratuities52.203-5
      (Apr 1984)
            Covenant
      Against Contingent Fees52.203-7
      (Jul 1995)
            Anti-Kickback
      Procedures52.203-8
      (Jan 1997)
            Cancellation,
      Recession and Recovery of Funds for Illegal or Improper
      Activity52.203-10
      (Jan 1997)
            Price
      or Fee Adjustment for Illegal or Improper Activity52.203-12
      (Sep 2007)
            Limitation
      on Payments to Influence Certain Federal Transactions52.204-4
      (Aug 2000)
            Printed
      or Copied Double Sided on Recycled Paper52.204-7
      (Jul 2006)
            Central
      Contractor Registration52.209-6
      (Sep 2006)
            Protecting
      the Government’s interest When Subcontracting with Contractors Debarred,
      Suspended, or proposed for Debarment52.215-2
      (Jun 1999)
            Audit
      and Records – Negotiation52.215-8
      (Oct 1997)
            Order
      of Precedence – Uniform Contract Format52.215-10
      (Oct 1997)
            Price
      Reduction for Defective Cost or Pricing Data52.215-12
      (Oct 1997)
            Subcontractor
      cost or Pricing
              Data52.215-14
      (Oct 1997)
            Integrity
      of Unit Prices52.215-15
      (Oct 2004)
            Pension
      Adjustments and Asset Reversions52.215-18
      (Jul 2005)
            Reversion
      or Adjustment of Plans for Postretirement Benefits (PRB) Other Than
      Pensions52.215-21
      (Oct 1997)
            Requirements
      for Cost or Pricing Data or Information Other Than Cost or Pricing Data –
      Modifications52.216-7
      (Dec 2002)
            Allowable
      Cost and Payment52.216-8
      (Mar 1997)
            Fixed
      Fee52.219-8
      (May 2004)
            Utilization
      of small business concerns52.222-1
      (Feb 1997)
            Notice
      to the Government of Labor Disputes52.222-2
      (Jul 1990)
            Payment
      for Overtime Premiums52.222-3
      (Jun 2003)
            Convict
      Labor52.222-21
      (Feb 1999)
            Prohibition
      of Segregated Facilities52.222-26
      (Mar2007
            Equal
      Opportunity





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


10





52.222-35
      (Sep 2006)
              Equal
      Opportunity for Disabled Veterans, Veterans of the Vietnam Era and Other
      Eligible Veterans52.222-36
      (Jun 1998)
              Affirmative
      Action for Workers with Disabilities52.222-37
      (Sep 2006)
              Employment
      Reports on Special Disables Veterans, Veterans of the Vietnam Era and
      Other Eligible Veterans52.223-6
      (May 2001)
              Drug
      Free Workplace52.223-14
      (Aug 2003)
              Toxic
      Chemical Release Reporting52.225-13
      (Feb 2006)
              Restrictions
      on Certain Foreign Purchases 52.227-1
      (Dec 2007)
                Alt
      I (Apr. 1984)
                Authorization
      and
                  Consent
      – Alternate 1
 52.227-2
      (Dec 2007)
              Notice
      and Assistance Regarding Patent and Copyright
  Infringement52.227-11
      (Dec 2007)
              Patent
      Rights – Ownership by the Contractor52.227-14
      (Dec 2007)
              Rights
      in Data – GeneralSEE
      SECTION J OF CONTRACT, ATTACHMENT 3
              Alt
      II (Dec 2007)SEE
      SECTION J OF CONTRACT52.227-16
      (Jun 1987)
              Additional
      Data Rights52.228-7
      (Mar 1996)
              Insurance
      – Liability to Third Persons52.230-2
      (Apr 1998)
              Cost
      Accounting Standards52.230-6
      (Apr 2005)
              Administration
      of Cost Accounting Standards52.232-9
      (Apr 1984)
              Limitation
      on Withholding of Payments52.232-17
      (Jun 1996)
              Interest52.232-20
      (Apr 1984)
              Limitation
      of Cost52.232-23
      (Jan 1986)
              Assignment
      of Claims52.232-25
      (Oct 2003)
              Prompt
      payment52.232-33
      (Oct 2003)
              Payment
      of Electronic Funds Transfer – Central Contractor
    Registration52.233-1
      (Jul 2002)
              Disputes 52.233-3
      (Aug 1996)
                Alt
      I (June 1985)
                  Protest After Award
                - Alternate
      I
 52.233-4
      (Oct 2004)
                  Applicable
      Law for Breach of Contract Claim52.242-1
      (Apr 1984)
                  Notice
      of Intent to Disallow Costs52.242-3
      (Mar 2001)
                  Penalties
      for Unallowable Costs52.242-4
      (Jan 1997)
                  Certification
      of Final Indirect Costs.52.242-13
      (Jul 1995)
                  Bankruptcy


52.243-2
      (Aug 1987)
            Alt
      V (Apr 1984)
              Changes
      – Cost
              Reimbursement
            -
      Alternate V


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


11





52.243-7
      (Apr 1984)
            Notification
      of Changes52.244-2
      (Jun 2007)
            Alt
      I (Jun 2007)
              Subcontracts
            -
      Alternate I52.244-5
      (Dec 1996)
            Competition
      in Subcontracting52.244-6
      (Mar 2007)
            Subcontracts
      for Commercial
              Items52.245-1
      (Jun 2007)
            Government
      Property
              Alt
      II (Jun 2007)52.246-9
      (Apr 1984)
            Inspection
      of Research and Development (Short Form)52.247-
      1 (Feb 2006)
            Commercial
      Bill of Lading Notations52.247-63
      (Jun 2003)
            Preference
      for U.S. Flag Air Carriers52.249-6
      (May 2004)
            Termination
      (Cost Reimbursement)52.249-14
      (Jun 2007)
            Excusable
      Delays52.251-1
      (Apr 1984)
            Government
      Supply Sources52.253-1
      (Jan 1991)
            Computer
      Generated Forms3052.204-71
      (Jun 2006
            Contractor
      Employee Access





1.3
NOTIFICATION OF OWNERSHIP CHANGES (FAR 52.215-19) (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.


(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).





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


12





(End of
Clause)





I.4
OPTION TO EXTEND SERVICES (52.217-8) (NOV 1999)




The
Government may require continued performance of any services within the limits
and at the rates specified in the contract.  These rates may be
adjusted only as a result of revisions to prevailing labor rates provided by the
Secretary of Labor.  The option provision may be exercised more than
once. but the total extension of performance hereunder shall not exceed 6
months.  The Contracting Officer may exercise the option by written
notice to the Contractor within 30 days before the end of the current period of
performance.




(End of
Clause)




1.5
OPTION TO EXTEND THE TERM OF THE CONTRACT (FAR
52.217-9) (MAR 2000)




(a) The
Government may extend the term of this contract by written notice to the
Contractor within 29
days of the end of the current period of performance; provided that the
Government gives the Contractor a preliminary written notice of its intent to
extend at least 30
daysbefore the contract expires.  The preliminary. notice
does not commit the Government to an extension.




(b) If
the Government exercises this option, the extended contract shall be considered
to include this option clause.




(c) The
total duration of this contract, including the exercise of any options under
this clause, shall not exceed 2 years.




(End of
Clause)




I.6
NOTIFICATION OF EMPLOYEES RIGHTS CONCERNING PAYMENT OF UNION DUES AND FEES (FAR
52.222-39) (DEC 2004)




(a)
Definition.  As used in this clause-


“United
States” means the 50 States, the District of Columbia, Puerto Rico. the Northern
Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake
Island.




(b)
Except as provided in paragraph (e) of this clause, during the term of this
contract, the Contractor shall post a notice, in the form of a poster, informing
employees of their rights concerning union membership and payment of union dues
and fees, in conspicuous places in and about all its plants arid offices,
including all places where notices to employees are customarily
posted.  The notice shall include the following information (except
that the information pertaining to National Labor Relations Board shall not be
included in notices posted in the plants or offices of carriers subject to the
Railway Labor Act, as amended (45 U.S.C. 151-188)).




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


13




Notice to
Employees


Under
Federal law, employees cannot be required to join a union or maintain membership
in a union in order to retain their jobs.  Under certain conditions,
the law permits a union and an employer to enter into a union-security agreement
requiring employees to pay uniform periodic dues and initiation
fees.  However, employees who are not union members can object to the
use of their payments for certain purposes and can only be required to pay their
share of union costs relating to collective bargaining, contract administration,
and grievance adjustment.  If you do not want to pay that portion of
dues or fees used to support activities not related to collective bargaining,
contract administration, or grievance adjustment, you are entitled to an
appropriate reduction in your payment.  If you believe that you have
been required to pay dues or fees used in part to support activities not related
to collective bargaining, contract administration, or grievance adjustment, you
may be entitled to a refund and to an appropriate reduction in future
payments.




For
further information concerning your rights, you may wish to contact the National
Labor Relations Board (NLRB) either at one of its Regional offices or at the
following address or toll free number:




National
Labor Relations Board Division of Information


1099 14th
Street, N.W. Washington. DC 20570


1-866-667-6572


1-866-316-6572
(TTY)




To locate
the nearest NLRB office. see NLRB’s website at http://www.nlrb.gov.




(c) The
Contractor shall comply with all provisions of Executive Order 13201 of February
17. 2001, and related implementing regulations at 29 CFR Part 470, and orders of
the Secretary of Labor.




(d) In
the event that the Contractor does not comply with any of the requirements set
forth in paragraphs (b), (c), or (g), the Secretary may direct that this
contract be cancelled, terminated, or suspended in whole or in part, and declare
the Contractor ineligible for further Government contracts in accordance with
procedures at 29 CFR Part 470, Subpart B—Compliance Evaluations, Complaint
Investigations and Enforcement Procedures.  Such other sanctions or
remedies may be imposed as are provided by 29 CFR Part 470, which implements
Executive Order 13201, or as are otherwise provided by law.




(e) The
requirement to post the employee notice in paragraph (b) does not apply
to-




(1)
Contractors and subcontractors that employ fewer than 15 persons:




(2)
Contractor establishments or construction work sites where no union has been
formally recognized by the Contractor or certified as the exclusive bargaining
representative of the Contractor’s employees;




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


14




(3)
Contractor establishments or construction work sites located in a jurisdiction
named in the definition of the United States in which the law of that
jurisdiction forbids enforcement of union-security agreements;




(4)
Contractor facilities where upon the written request of the Contractor, the
Department of Labor Deputy Assistant Secretary for Labor-Management Programs has
waived the posting requirements with respect to any of the Contractor’s
facilities if the Deputy Assistant Secretary finds that the Contractor has
demonstrated that-


(i) The
facility is in all respects separate and distinct from activities of the
Contractor related to the performance of a contract; and


(ii) Such
a waiver will not interfere with or impede the effectuation of the Executive
order; or




(5) Work
outside the United States that does not involve the recruitment or employment of
workers within the United States.




(f) The
Department of Labor publishes the official employee notice in two variations;
one for contractors covered by the Railway Labor Act and a second for all other
contractors.  The Contractor shall-




(1)
Obtain the required employee notice poster from the Division of Interpretations
and Standards, Office of Labor-Management Standards, U.S. Department of Labor,
200 Constitution Avenue, NW, Room N-5605, Washington,’ DC 20210, or from any
field office of the Department’s Office of Labor-Management Standards or Office
of Federal Contract Compliance Programs:




(2)
Download a copy of the poster from the Office of Labor-Management Standards
website at http://www.olms.dol.gov; or




(3)
Reproduce and use exact duplicate copies of the Department of Labor’s official
poster.




(g) The
Contractor shall include the substance of this clause in every subcontract or
purchase order that exceeds the simplified acquisition threshold, entered into
in connection with this contract, unless exempted by the Department of Labor
Deputy Assistant Secretary for Labor-Management Programs on account of special
circumstances in the national interest under authority of 29 CFR
470.3(c).  For indefinite quantity subcontracts, the Contractor shall
include the substance of this clause if the value of orders in any calendar year
of the subcontract is expected to exceed the simplified acquisition
threshold.  Pursuant to 29 CFR Part 470, Subpart B—Compliance
Evaluations, Complaint Investigations and Enforcement Procedures, the Secretary
of Labor may direct the Contractor to take such action in the enforcement of
these regulations, including the imposition of sanctions for noncompliance with
respect to any such subcontract or purchase order.  If the Contractor
becomes involved in litigation with a subcontractor or vendor, or is threatened
with such involvement, as a result of such direction, the Contractor may request
the United States, through the Secretary of Labor, to enter into such litigation
to protect the interests of the United States.




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


15




(End of
clause)




1.7
PROHIBITION ON CONTRACTS WITH CORPORATE EXPATRIATES
(HSAR 3052.209-70) (JUN 2006)




(a)
Prohibitions.


Section
835 of Public Law 107-296, prohibits the Department of Homeland Security from
entering into any contract with a foreign incorporated entity after November 25,
2002, which is treated as an inverted domestic corporation as defined in this
clause.  The Secretary shall waive the prohibition with respect to any
specific contract if the Secretary determines that the waiver is required in the
interest of homeland security, or to prevent the loss of any jobs in the United
States or prevent the Government from incurring any additional costs that
otherwise would not occur.




(b)
Definitions. As used in this clause:


“Expanded
Affiliated Group” means an affiliated group as defined in section 1504(a) of the
Internal Revenue Code of 1986 (without regard to section 1504(b) of such Code),
except that section 1504 of such Code shall be applied by substituting ‘more
than 50 percent’ for ‘at least 80 percent’ each place it
appears.  “Foreign Incorporated Entity” means any entity which is, or
but for subsection (b) of Section 835 of the Homeland Security Act, Public Law
107-296, would be, treated as a foreign corporation for purposes of the Internal
Revenue Code of 1986.




“Inverted
Domestic Corporation.”  A foreign incorporated entity shall be treated
as an inverted domestic corporation if, pursuant to a plan (or a series of
related transactions)—




(1) The
entity completes after November 25. 2002. the direct or indirect acquisition of
substantially all of the properties held directly or indirectly by a domestic
corporation or substantially all of the properties constituting a trade or
business of a domestic partnership;




(2) After
the acquisition at least 80 percent of the stock (by vote or value) of the
entity is held-




(i) In
the case of an acquisition with respect to a domestic corporation, by former
shareholders of the domestic corporation by reason of holding stock in the
domestic corporation; or





(ii) In
the case of an acquisition with respect to a domestic partnership, by former
partners of the domestic partnership by reason of holding a capital or profits
interest in the domestic partnership; and





(3) The
expanded affiliated group which after the acquisition includes the entity does
not have substantial business activities in the foreign country in which or
under the law of which the entity is created or organized when compared to the
total business activities of such expanded affiliated
group.  “Person”, “domestic”, and “foreign” have the meanings given
such terms by paragraphs (1), (4), and (5) of section 7701(a) of the Internal
Revenue Code of 1986, respectively.




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


16




(c)
Special rules.  The following definitions and special rules shall
apply when determining whether a foreign incorporated entity should be treated
as an inverted domestic corporation.




(1)
Certain Stock Disregarded.  For the purpose of treating a foreign
incorporated entity as an inverted domestic corporation these shall not be taken
into account in determining ownership:





(i)
            stock
      held by members of the expanded affiliated group which includes the
      foreign incorporated entity; or




(ii)
            stock
      of such entity which is sold in a public offering related to the
      acquisition described in subsection (b)(1) of Section 835 of the Homeland
      Security Act, Public Law 107-296.




(2) Plan
Deemed In Certain Cases.  If a foreign incorporated entity acquires
directly or indirectly substantially all of the properties of a domestic
corporation or partnership during the 4-year period beginning on the date which
is after the date of enactment of this Act and which is 2 years before the
ownership requirements of subsection (b)(2) are met, such actions shall be
treated as pursuant to a plan.





(3)
Certain Transfers Disregarded.  The transfer of properties or
liabilities (including by contribution or distribution) shall be disregarded if
such transfers are part of a plan a principal purpose of which is to avoid the
purposes of this section.





(d)
Special Rule for Related Partnerships.





For
purposes of applying Section 835(b) of Public Law 107-296 to the acquisition of
a domestic partnership, except as provided in regulations, all domestic
partnerships which are under common control (within the meaning of section 482
of the Internal Revenue Code of 1986) shall be treated as a
partnership.





(e)
Treatment of Certain Rights.





(1)
Certain rights shall be treated as stocks to the extent necessary to reflect the
present value of all equitable interests incident to the transaction. as
follows:


(i)
      warrants;


(ii)
      options;


(iii)
      contracts to acquire stock;


(iv)
      convertible debt instruments; and


(v)
      others similar interests.





(2)
Rights labeled as stocks shall not be treated as stocks whenever it is deemed
appropriate to do so to reflect the present value of the transaction or to
disregard transactions whose recognition would defeat the purpose of Section
835.





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


17





(f)
Disclosure.





By
signing and submitting its offer, an Offer under this solicitation represents
that it not a foreign incorporated entity that should he treated as an inverted
domestic corporation pursuant to the criteria of Section 835 of the Homeland
Security Act, Public Law 107-296 of November 25, 2002.


(g) If a
waiver has been granted, a copy of the approved waiver shall be attached to the
bid or proposal.





(End of
provision)





I.8
INSURANCE (HSAR 3052.228-70) (DEC 2003)




In
accordance with the clause entitled “Insurance — Liability to Third Persons” in
Section 1, insurance of the following kinds and minimum amounts shall be
provided and maintained during the period of performance of this
contract;




(a)
Worker’s compensation and employer’s liability.  The contractor shall,
as a minimum, meet the requirements specified at (FAR) 48 CFR
28.307-2(a).


(b)
General liability.  The contractor shall, as a minimum, meet the
requirements specified at (FAR) 48 CFR 28.307-2(b).


(c)
Automobile liability.  The contractor shall, as a minimum, meet the
requirements specified at (FAR) 48 CFR 28.307-2(c).




(End of
clause)




I.9
DISSEMINATION OF CONTRACT INFORMATION (HSAR 3052.242- 71)
(DEC 2003)




The
Contractor shall not publish, permit to be published. or distribute for public
consumption, any information, oral or written, concerning the results or
conclusions made pursuant to the performance of this contract, without the prior
written consent of the Contracting Officer.  An electronic or printed
copy of any material proposed to be published or distributed shall be submitted
to the Contracting Officer.




(End of
clause)




I.10
USE OF DEPARTMENT OF HOMELAND SECURITY SEAL




In
accordance with DHS Management Directive 0030, 18 U.S.C. § 701, and 28 U.S.C. §
1733(b), the usage of DHS seal shall be requested by completing DHS Form 0030-1
(4/06).  Request shall be submitted to the Contracting
Officer.  In summation:




·
            Any
      use of the DHS seal must be approved by the Secretary or his/her
      designee;




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


18




·
            Any
      permission granted by the Secretary will apply only to the specific use
      outlined on this form and should not be construed as permission for any
      other use;




·
            The
      DHS Seal shall not he used in any manner that implies DHS endorsement of
      commercial products or services, the user’s policies or activities, or on
      any article that may discredit the seal or reflect unfavorably on the U.S.
      Department of Homeland Security.




I.11 KICKOFF MEETING –
CONTRACTOR SHALL COMMENCE PERFORMANCE, UPON KICKOFF MEETING.




J.0
ATTACHMENTS




ATTACHMENT 1:STATEMENT OF
WORK




ATTACHMENT2: STATEMENT OF
WORK MILESTONES, DELIVERABLES AND HMEL/NES




ATTACHMENT 3:TO BEUSED AS ALTERNATE II TO
THE CLAUSE AT 52.227-14, RIGHTS IN DATA-GENERAL





ATTACHMENT
1 – STATEMENT OF WORK (SOW)




I.
Background




The
Department of Homeland Security (DHS) is committed to using cutting edge
technologies and scientific talent in its quest to make America
safer.  DHS’s Directorate of Science & Technology (S&T) is
tasked with researching and organizing the scientific, engineering, and
technological resources of the United States and leveraging these existing
resources into technological tools to help protect the homeland.  In
support of this effort, the DHS S&T Plum Island Animal Disease Center
(PIADC) in Long Island, NY, is a unique research facility and critical national
asset conducting research on diseases of livestock to protect America from
terrorist threats directed against agriculture from the intentional introduction
of diseases.  As defined in Homeland Security Presidential Directive-9
(HSPD-9), the Secretary of Homeland Security is responsible for coordinating the
overall national effort to enhance the protection of the critical infrastructure
and key resources of the United States, including the defense of agriculture and
food.  HSPD-9 mandates efforts, coordinated through DHS, to “create a
new biological threat awareness capacity that will enhance detection and
characterization of an attack.”  (HSPD-9, paragraph
10).  HSPD-9 also mandates that DHS accelerate and enhance the
development of countermeasures (including vaccines) for Foreign Animal Diseases
(FADs).  HSPD-9 also recognized the need for a federal stockpile and
mandated the creation of the National Veterinary Stockpile.




To
fulfill these requirements, DHS S&T supports Foot-and-Mouth Disease (FMD)
vaccine R&D countermeasure programs at PIADC to strengthen the nation’s
ability to predict and respond to the incursion of a FMD.  FMD is one
of the most contagious diseases known to man.  It affects cattle,
swine, sheep and other cloven-hoofed animals such as goats and
deer.  FMD has been identified as one of the highest potential threats
to the U.S. economy and the country’s food supply, whether outbreaks were to
occur as a result of bioterrorism or by accidental introduction.  An
intentional introduction of FMD would likely involve the simultaneous infection
of susceptible animals in numerous locations, and the number of animals and
premises infected in a large multifocal outbreak would quickly overwhelm the
ability to stamp out infected and exposed animals.  In such a
scenario, it would be highly desirable to use prophylactic vaccination to reduce
the rate and size of the outbreak and increase the speed of
recovery.  Adequate doses of serotype or subtype-specific matching
vaccines available within 24 hours of FMD diagnosis will be required to bring
the outbreak under control as quickly as possible.




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


19


Currently,
there are no CVB licensed FMD vaccines or any foreign manufactured FMD vaccines
approved for permittee importation, sale or distribution in the
U.S.  Without FMD vaccines that can he safely manufactured in the US
and FMD vaccines that allow the differentiation of vaccinated from infected
animals (DIVA),options
for responding to an FMD outbreak in the US are limited.  An FMD
outbreak would result in the curtailment of meat and meat products for domestic
supply as well as a stoppage of meat exports leading to severe economic
consequences.  U.S. exports of cattle, sheep, hogs, and many of their
products ranges from $6 to $10 billion/annum and many of these exports would
face restrictions during an FMD outbreak.  Even if a single area of
one state was affected by FMD, trade restrictions could he imposed on the nation
as a whole, at least during the initial outbreak stage and it is estimated such
an outbreak could have more than a $100 billion impact on the U.S.
economy.




The
overarching goal of the proposed DHS S&T program is to develop next
generation, molecular-based, recombinant FMD vaccines that can differentiate
infected from vaccinated animals (DIVA) for licensure approval by
CVB.  Following licensing approval, FMD vaccine lots can be produced
under procurement contracts with USDA APHIS Emergency Management for the
inclusion in the National Veterinary Stockpile.




DNS
S&T requires vaccine research and development services from GenVec, Inc.
(GenVec).  GenVec is a contractor that has core competencies in patent
protected vaccine and therapeutic product technology platforms using
replication-deficient recombinant adenovirus serotype 5(rAd5)
vectors.  GenVec also has experience in rAd5 production (scale-up and
downstream processing) with an integrated QA program.




GenVec
has collaborated with the U.S. Government on next generation, recombinant FMD
vaccine R&D since 2004.  Specifically, USDA .ARS and
GenVec entered into Specific Cooperative Agreements (SCAs) in 2004-2005 and
2005-2006 to use reasonable commercial efforts to construct, produce and test
rAd5 based vectors containing FMDV serotype empty capsids as part of a Plum
Island FMD vaccine program.  These SCAs were funded through DHS-USDA
interagency agreements and DHS S&T scientists have been involved in the
testing and evaluation of several rAd5 based FMD (AdFMD) vaccine candidates
since 2005.




The
outcome of this collaboration was the identification of a AdFMD vaccine
candidate for advanced development.  The lead AdFMD vaccine candidate
is the first molecular-based FMD, DIVA vaccine.  The lead vaccine
utilizes GenVec’s proprietary adenovector technology and is manufactured on a
proprietary, specialized cell line that is capable of producing protective FMDV
antigens without the use of the highly contagious FMD virus.  Because
the vaccine candidate is produced without live or killed virus materials, it can
be safely produced in the U.S.




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


20


DHS
executed a three-year Other Transaction Agreement with GenVec (base agreement
plus two (2) one year option periods; awarded 1 February 2007) to support the
development and manufacture of novel adenovector-based vaccines against
FMD.  GenVec was responsible for the development, production and
regulatory components and DHS was responsible for conducting animal studies at
PIADC.  During the base agreement ($5.98M), a lead vaccine candidate
for FMD was successfully identified utilizing GenVec’s proprietary adenovector
technology and a novel production cell line capable of producing FMD
antigens.




Based on
the deliverables produced and milestones achieved in the base agreement. the
first 12-month option period was executed ($5.6M, 5 September
2007).  During Option Period One the development program for the lead
vaccine candidate was successfully expanded.  Based on the
deliverables produced and milestones achieved in Option Year One, the second
12-month option period was executed ($6.6M, 29 July 2008).  During
Option Period Two, the development program for the lead vaccine candidate has
significantly advanced and milestones and deliverables are currently on track
for the first AdFMD vaccine license approval by the USDA Center for Veterinary
Biologics (CVB) in November 2009.




In order
to build a pipeline of next generation, molecular, recombinant DIVA FMD vaccine
candidates that can be licensed in the U.S. and manufactured through procurement
by the USDA APHIS Emergency Management National Veterinary Stockpile, additional
research is needed to identify AdFMD serotype-specific FMD vaccine
candidates.  In order to develop AdFMD vaccines that can be produced
and manufactured in the most cost effective method, additional development is
needed to improve current vaccine production and downstream processing methods
that will reduce AdFMD cost of goods.  The purpose of this agreement
is to utilize GenVec’s R&D services to achieve these research and
development goals.




GenVec
has more than ten years of experience in the development of manufacturing
processes for applications in compliance with regulatory
standards.  GenVec has successfully scaled its vector manufacturing
process to the one hundred liter (100L) scale and is currently coordinating
validation of this scaled-up manufacturing process for a therapeutic
application.  GenVec has also developed a manufacturing process for
AdA24 FMD vaccine, transferring this process to a CVB-licensed facility for
manufacture of pre-license serial lots in support of a conditional
license.  GenVec process scientists have experience in the development
of unit operations using both disposable and conventional technologies. GenVec’s
process engineers have experience in conducting process development projects
such as the one described in this proposal.




GenVec
also has experience with analytical testing methods in a regulated, quality
control environment.  GenVec managed the production and release of
more than 50 clinical lots of Advector covering a wide array of
applications.  GenVec developed its release assays for the AdA24 FMD
vaccine in compliance with USDA-CVB requirements.  GenVec’s assay
development scientists have the experience to conduct assay development projects
described in this proposal.




II. Scope of Work -
Introduction




The
overarching goals of this SOW are two-fold: (4 Identify, produce and test three
new AdFMD-serotype vaccine candidates and make Go/No Go decision for transition
into the DHS Targeted Advanced Development FMD vaccine pipeline, and (ii)
increase AdFMD vaccine potency in order to lower the USG acquisition cost for
AdFMD vaccines for the National Veterinary Stockpile.




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


21




The
proposed work is divided into two categories:  Research and
Manufacturing Development.  The Research portion is titled “Advector
Technology Development to Improve AdFMD Vaccine and Potency,” and the
manufacturing development portion is titled “FMD AdA24 Manufacturing
Development.”  Each of the sections below contains information for the
research and manufacturing efforts. Some sections are further divided into
milestones.




A. Research




The first
research goal, identified as Research Milestone 1 (RM1) *.  GenVec’s
technology is based on the use of adenovectors, in which a vector is an
adenovirus that has been modified to express certain proteins which, in this
case, generate an immune response against FMD.  GenVec will prepare
these improved vectors using our * cell line technology for these new
FMD-serotype candidate vaccines.  Candidate vaccines will be produced
with documentation sufficient to enable transition to a pathway for vaccine
development and licensing approval.




The
second research goal *  These research programs are identified as
Research Milestones 2 and 3 (RM2 and RM3, respectively).  The
technical rationale for each milestone is bolstered by the fact that similar
approaches with other disease targets have yielded encouraging
results.  In RM2 and RM3, GenVec expects to produce between * vectors
to target FMD-serotypes for testing by the Department of Homeland Security
(DHS).  These vaccine candidates will be constructed based on GenVec
technology and will be reviewed by DHS, though GenVec will not produce
documentation sufficient toallow these vectors to
proceed to further development.




B. Manufacturing
Development




GenVec’s
manufacturing development goal is to cut costs by simplifying the current
Advector manufacturing process.  Manufacturing development work
focuses on developing an FMDV production process that can provide acceptable
virus yield and serve as the basis for future process scale-up required to
deliver material for anticipated vaccine stockpile needs.  A
simplified manufacturing process is proposed *.




Under the
current DHS Other Transaction Agreement (Option Year 2), GenVec has developed a
small scale (40L) production process for manufacturing the AdFMD
vaccine.  The current 40L process involves the following
steps:




1.
            A*




This
manufacturing process was transferred to a CVB-licensed facility (PerOs facility
operated by Benchmark BioLabs, BBL) for manufacture of Pre-License Serial Lots
(PLS) in support of Field Safety Studies.  The overarching program
goal under the current Other Transaction Agreement (Option Year 2) is contract
is to obtain a conditional license from CVB by November 2009.  Since
the priority during this contract phase was to meet this milestone timeline,
effort was not specifically focused on optimizing the process for scalability or
on reducing cost of goods.  The current proposal now focuses on
reducing the cost of goods by simplifying the manufacturing
process.




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





22




III. Statement of
Work




RESEARCH
MILESTONES




GenVec’s
Research work is divided into three milestones:




1.
            Research
      Milestone RM1- *




The chart
above illustrates the material steps in the preparation of an AdFMD vaccine, and
these steps arc outlined in detail below.  All steps in RM1should be completed prior
to making a Go/No Go decision on moving a vector from preseed testing to
production of master seed (outside the scope of this SOW).




Work Plan RMI
-


*




2.
Research Milestone RM2 - *




General Approach RM2
- *




Work Plan RM2 -
*




3.
Research Milestone RM3 - *




General Approach RM3–*




Work Plan
RM3-*




MANUFACTURING
DEVELOPMENT MILESTONES




GenVec’s
manufacturing development work is divided into three milestones:




1.
Manufacturing Development Milestone DM1-*




General Approach DM1
– *.




Work plan DM1
–*




2.
Manufacturing Development Milestone DM2 — *




General Approach DM2
- *




a.
            Work Plan DM2-
      *





3.
Manufacturing Development Milestone D3 – *




General Approach DM3- *




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





23




Work
      Plan DM3-*




IV.  Deliverables.




See
Attachment 11 for detailed list and description of technical data and
deliverables associated with each of the six milestones.




V.  Other Contract
Details




A.
            Period of
      Performance.The period of performance for the Base Year
      is 12 month from the contract award date, which is followed by an Option
      Year of 12 months that may be exercised at the Government’s discretion and
      subject to the availability of
funds.




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




C.
            DHS-Furnished
      Information.


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




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




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




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




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




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




G.
            Publications.DISSEMINATION OF CONTRACT INFORMATION (HSAR 3052.242-71) (DEC
      2003)





The
Contractor shall not publish, permit to be published, or distribute for public
consumption, any information, oral or written, concerning the results or
conclusions made pursuant to the performance of this contract, without the prior
written consent of the Contracting Officer.  An electronic or printed
copy of any material proposed to be published or distributed shall be submitted
to the Contracting Officer.




(End of
clause)




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





24




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




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




J.
            Team Meetings/Communication
      Plan.DHS/GenVec research-oriented meetings will he held
      bi-weekly by teleconference.  DHS/GenVEc R&D meetings will
      be held monthly by videoconference.  DHS/PIADC program meetings
      will be held quarterly by videoconference or site
  visits.




VI. Points of
Contact




GenVec,
Inc. Points of Contact (POCs) are as follows:


·
              Technical
      POC(s)


*


65 West
Watkins Road


Gaithersburg,
MD 20878 Phone : * *




·     Financial
POC(s)


*


65 West
Watkins Road


Gaithersburg,
MD 20878


Phone:
*


*




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





25


The DHS
POCs are as follows:
  ·
              DHS
      S&T Technical Representative -
 *


Science
& Technology


Department
of Homeland Security


Plum
Island Animal Disease Center


P.O. Box
848


Greenport,
NY.


Voice:
*


Fax:
*


Mobile:*


Email:
*




·      Resource
Manager


*


Department
of Homeland Security


ATTN:
Science and Technology Directorate/Office,*


Washington,
DC 20528


Voice:*


Email: *





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





26





Thrust:
Agricultural


Program:
FAD Vaccine & Diagnostics


Project:
Foot-and-Mouth Disease Vaccine Candidate Research and Development


ATTACHMENT
2 — STATEMENT OF WORK MILESTONES, DELIVERABLES





AND
TIMELINES





Milestone*
                                                                          
                                                                          
                                                                          Deliverables
                                                                          
                                                                          
                                                                          Timelines
                                                                          
                                                                          
                                                                          CostBASE
                                                                            YEARRM1
                                                                          
                                                                          
                                                                          *
                                                                          
                                                                          
                                                                          
                                                                          2) *
                                                                          
                                                                          
                                                                          
                                                                          *
                                                                          
                                                                          
                                                                          
                                                                          $*RM2
                                                                          
                                                                          
                                                                          *
                                                                          
                                                                          
                                                                          
                                                                          *
                                                                          
                                                                          
                                                                          
                                                                          *
                                                                          
                                                                          
                                                                          
                                                                          $*RM3
                                                                          
                                                                          
                                                                          *
                                                                          
                                                                          
                                                                          
                                                                          *
                                                                          
                                                                          
                                                                          
                                                                          *
                                                                          
                                                                          
                                                                          
                                                                          $*





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





27





Thrust:
Agricultural


Program:
FAD Vaccine & Diagnostics


Project:
Foot-and-Mouth Disease Vaccine Candidate Research and Development


ATTACHMENT
2 — STATEMENT OF WORK MILESTONES, DELIVERABLES





AND
TIMELINES





DM1
                                                    
                                                    
                                                    *
                                                    
                                                    
                                                    
                                                    1) *
                                                    
                                                    
                                                    
                                                    *
                                                    
                                                    
                                                    
                                                    $*DM2
                                                    
                                                    
                                                    *
                                                    
                                                    
                                                    
                                                    *
                                                    
                                                    
                                                    
                                                    *
                                                    
                                                    
                                                    
                                                    $*DM3
                                                    
                                                    
                                                    *
                                                    
                                                    
                                                    
                                                    *assays
                                                    
                                                    
                                                    
                                                    *
                                                    
                                                    
                                                    
                                                    $*Research
      Milestones 1-3 Subtotal
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    $*Development
      Milestones 1-3 Subtotal
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    $*BASE
                                                      YEAR
                                                    
                                                    Research
      and Development Milestone TOTAL.
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    $3,809,122OPTION
                                                      YEAR
                                                    
                                                    
                                                    *
                                                    
                                                    
                                                    Deliverables
      to be spelled out before exercising Option Year.
                                                    
                                                    
                                                    To
      be determined, beforeexercising
      Option Year
                                                    
                                                    
                                                    
                                                    $746,766TOTAL
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    $4,555,888





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





28





ATTACHMENT
3




To
be used as Alternate II to the Clause at 52.227-14, Rights in
Data-General




Special
License Notice




(a) These
data, computer software, and Licensed Inventions are submitted with special
license rights under Government Contract No. HSHQDC-10-C-00034.  These
data, computer software, and licensed inventions may be reproduced and used by
the Government with the express limitation that they will not, without written
permission of the Contractor, be used for purposes of manufacture nor disclosed
outside the Government; except that the Government may disclose these data
outside the Government for the following purposes, if any; provided-that the
Government makes such disclosure subject to prohibition against further use and
disclosure:




(1)
Purpose.




This
license is to allow DHS to fulfill the Plum-Island Animal Disease Center’s
mission in perfecting an improved Foot and Mouth ‘Disease (FMD) vaccine, which
result will be accomplished by DHS’s meeting United States Department of
Agriculture (USDA) Center for Veterinary Biologics (CVB) licensing requirements
for Adenovirus-based FMD vaccine candidates and the procurement by the USDA for
inclusion in the Animal and Plant Health and Inspection Service (APHIS)
Emergency Management National Veterinary Stockpile.  This license
provides the Government with certain rights in Licensed Inventions, copyrighted
works, proprietary technical data, and computer software.




(2)
Grant.




Accordingly,
GenVec, Inc. hereby grants the Government a Special Purpose License, as defined
in Paragraph (a)(3) of this License, in Adenovirus-based FMD viruses in any form
or embodiment, including vaccines and vaccine virus seeds.  This
license shall remain in effect for the term of all patents licensed hereunder
without regard to the expiration, completion, or termination of Contract
HSHQDC-10-C-00034.




(3)
Definitions.




(i) “Special Purpose License,” for the
purposes of this contract, means: (1) a nonexclusive, irrevocable, worldwide,
paid up license to use, practice and have practiced any Licensed Inventions by
or on behalf of the Government for Government purposes and (2) a nonexclusive,
nontransferable, irrevocable, worldwide, paid up license to use, duplicate,
prepare derivative works, distribute,: or disclose copyrighted information or
Proprietary Information, listed in Attachment A to this License, and any other
Proprietary Information necessary to accomplishing the Purpose of this license,
in whole or in part and in any manner, and to have or permit others to do so,
for Government Purposes.




(ii) This “Special Purpose License” is
unconditionally binding upon any successors to GenVec, Inc.’s interests and will
remain in effect regardless of (i) the reorganization, merger, or consolidation
of GenVec, Inc. into or with another entity, corporate or otherwise, or the
liquidation or dissolution of GenVec, Inc. or the sale or other disposition of
all or substantially all of the capital stock, business, or assets of GenVec,
Inc. to any other person or party, or (ii) the institution of any bankruptcy,
reorganization, insolvency, debt agreement, or receivership proceedings by or
against GenVec, Inc., or adjudication of GenVec, Inc. as a
bankrupt.




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





29




(iii)(A) “Government Purposes,” for the
purpose of this contract, include, but are not limited to, the right of the
Government to solicit competitively, to contract for, and to transfer GenVec,
Inc. made Adenovirus-based FMD vaccine candidates and master seed 293-ORF6 and
M2A cell lines to third parties for use in the production and manufacturing of
Adenovirus-based FMD vaccine candidate master seeds, working seeds, clinical
lots, and Pre-Licensing Serials for the purpose of obtaining USDA Conditional or
final license approval of the Adenovirus-based FMD vaccines owned by GenVec,
Inc.  Government purposes include the competitive solicitation and
procurement of services relating to the license application to and processing of
the application with USDA.  Government purposes include the right to
transfer GenVec, Inc.-made Adenovirus-based FMD vaccine candidates to third
parties to perform Adenovirus-based FMD vaccine process improvements and
Adenovirus-based FMD vaccine yield optimization services.




“Government
Purposes” also include the solicitation by, purchase by, and distribution by the
Animal and Plant Health and Inspection Service (APHIS) of the manufactured FMD
vaccine and the use by distributees and recipients of the vaccine from APHIS of
the Adenovirus-based FMD USDA CVB licensed vaccines using Adenovirus-based FMD
working seeds derived from pre-master seed Adenovirus-based FMD vaccine virus
R&D stocks and master cell stocks produced from * cell line made by GenVec,
Inc. Contractor shall not charge Third Party Licensees or the US Government a
royalty as a result or the solicitation by, manufacturing for, purchase by, and
distribution by APHIS of the manufactured FMD vaccine and the useby distributees and
recipients of the vaccine from APHIS of the Adenovirus-based FMD USDA CVB
licensed vaccines using Adenovirus-based FMD working seeds derived from
pre-master seed Adenovirus-based FMD vaccine virus R&Dstocks and master cell
stocks produced from * cell line made by GenVec, Inc. and shall assure that each
Third Party License prohibits a Third Party Licensee from charging any portion
of or any entire Third Party Royalty to the US Government.




“Third
Party License” shall mean a license granted by GenVec to a Third Party Licensee
to practice the Licensed Inventions for the purpose of solicitation by, purchase
by, and distribution by APHIS of the manufactured FMD vaccine and the use by
distributees and recipients of the vaccine from APHIS of the Adenovirus-based
FMD USDA CVB licensed vaccines using Adenovirus-based FMD working seeds derived
from pre-master seed Adenovirus-based FMD vaccine virus R&D stocks and
master cell stocks produced from* cell line made by GenVec.




(B) “Government Purposes” include the
right of the Department of Homeland Security to competitively solicit and
procure:




1. Adenovirus-based FMD master seed
vaccine virus stocks derived from Adenovirus-based FMD pre-master seed vaccine
virus stocks made by GenVec, Inc.;




2. Adenovirus-based FMD master seed
derived vaccine virus working seed stocks derived from pre-master seed
Adenovirus-based FMD vaccine virus research and development (R&D) stocks
made by GenVec, Inc.:




3. Adenovirus-based FMD vaccine
candidate clinical lots made from Adenovirus-based FMD master seed vaccine virus
derived from pre-master seed Adenovirus-based FMD vaccine virus R&D stocks
made by GenVec, Inc.:




4. Adenovirus-based FMD vaccine
candidate pre-licensing serial lots made from Adenovirus-based FMD master seed
vaccine virus derived from pre-master seed Adenovirus-based FMD vaccine virus
R&D stocks and master cell stocks produced from * or * cell line made by
GenVec, Inc.;




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





30




5. Animal testing of Adenovirus-based
FMD vaccine candidate clinical lots and pre-licensing serial lots made from
Adenovirus-based FMD master seed vaccine virus derived from pre-master seed
vaccine virus Adenovirus-based FMD R&D stocks and master cell stocks
produced from * or * cell line made by GenVec, Inc.;




6. U.S. veterinary regulatory services
and expertise for Adenovirus-based FMD vaccine candidates seeds derived from
pre-master seed Adenovirus-based FMD vaccine virus R&D stocks made by
GenVec, Inc.;




7. Adenovirus-based FMD vaccine
process improvement and vaccine yield optimization services using
Adenovirus-based FMD master seed derived working seed vaccine virus derived from
pre-master seed Adenovirus-based FMD vaccine virus R&D stocks and master
cell stocks produced from * or * cell line made by GenVec, Inc.;
and




(C) Except for standard USDA regulatory
safety testing of Master and Working Cell Banks (such as, for example, testing
for sterility, mycoplasma, in vivo and in vitro adventitious virus), clinical
trials. or other processes necessary to acquire USDA approval, “Government
Purposes” do not include:




1. The right of the Government or
third parties to characterize, or issue Releases or Certificates of Analysis
for, or analyze the genome of, any * or * cell, or engage in any research of *or
* cellsthat
concerns any safety, toxicity or tumorigenicity of * or * cells, without the
prior written agreement of GenVec, Inc., such agreement not to be unreasonably
withheld or delayed.




2. The right to have or permit others
to practice a Licensed Invention or use, duplicate, prepare derivative works,
distribute or disclose copyrighted works or Proprietary Information for
commercial purposes, including but not limited to sales of products other than
to the Government for distribution in the United States.




3. The right to have or permit third
parties to change, modify, or alter the molecular composition or genetic
structure of the Adenovirus-based FMD vaccine candidates.




(iv) “Licensed Inventions,” for the
purposes of this contract, means U.S. Patent Nos. *, and any other invention of
which a GenVec employee is an inventor or co-inventor that would aid in
accomplishing the purpose of this license.




(v) “*,” “*,” or “*,” for the purposes
of this Contract, means:




(A) Cell line composed of
*cells;




(B) Cells or cell lines derived from *
cells, based upon further modifications and/or alterations of the genome of the
* cells; and




(4) Regulatory
Consultation.




The
Department of Homeland Security agrees to use its best efforts to promptly
notify GenVec, Inc. of any and all communications to and from Regulatory
Authorities relating to the safety of * or * cells, and agrees to consult
promptly with * or* to resolve any such concerns with the CVB or such other
Regulatory Authorities.  Notwithstanding any of the foregoing, the
Department of Homeland shall not be prohibited from taking any action(s) to
comply with any requirements of the CVB or other Regulatory
Authorities.




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





31




(b) This
notice shall be marked on any reproduction of these data, computer software, or
Licensed Inventions, in whole or in part.




(End of
notice)




Attachment
A





Specific
copyrighted information or Proprietary Information,





All CVB
regulatory submissions associated with USDA product (unlicensed)
code


Adt.A24.11D
including, but not limited to documents and reports associated
with:


1. Master seed virus
(Adt.A24.11D)


2. Master seed stock cell line
(*)


3. Adt.A24.11D Outline of
Production


4. Adt.A24.11D Special
Outlines


5. Adt.A24.11D Potency test
development


6. Adt.A24.11D In-process
procedures


7. Adt.A24.11D Summary of Information
Format


8. Adt.A24.11D Risk
Assessment


9.
Adt.A24.11D protocols for studies of host animal immunogenicity/efficacy,
safety,backpassage, shed/spread, immunological interference


10. Adt.A24.11D Field Safety
Studies


11. Adt.A24.11D Stability
Studies


12. Adt.A24.11D Veterinary Biologics
Production (prelicensing serials) and Test Reports





GenVec
Patent Applications


09/964065





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





32