Research Collaboration Agreement

WHEREAS, Cordis is a manufacturer of intravascular medical devices;

WHEREAS, GenVec is a developer of gene-based medicines; and

WHEREAS, Cordis wishes for GenVec to undertake certain research studies using Cordis’ Device (as defined below) and GenVec wishes to conduct such research studies.

NOW, THEREFORE, in consideration of the mutual promises and undertakings, the parties agree as follows:

A.

“Compound” shall mean, BIOBYPASS ^® (Ad _GV VEGF121.10), which is an adenovector based on human adenovirus serotype 5 in which the E1 region is deleted from Ad5 bp 356 — 3510 and the E3 region is partially deleted (GV10) containing the recombinant DNA sequence for vascular endothelial growth factor 121 (“VEGF121”) under control of the human cytomegalovirus immediate early promoter. The VEGF121 expression cassette is placed in the E1 region of the GV10 vector in a rightward to leftward direction as it relates to the rest of the adenovirus genome.

B.

“Confidential Information” shall have the meaning set forth in Section 5A of this Agreement.

C.

“Conflicting Transaction” shall mean any contractual relationship with any third party concerning the sale, license, issuance, assignment or other transfer to the third party of any exclusive rights to any patents, patent applications or any other intellectual property rights with respect to the Compound for use in treating chronic cardiac ischemia.

D.

“Co-Principal Investigators” will be selected and mutually agreed between Cordis and GenVec.

E.

“Cordis Inventions” shall mean all Inventions conceived, reduced to practice or otherwise developed solely by one or more employees of Cordis in connection with the performance of the Project.

F.

“Device” shall consist of a set including the following disposable components: one (1) NOGA MyoStar Injection Catheter; one (1) Mapping Catheter and one (1) Patch. Device shall be essentially the same as used in previous Phase I feasibility trial.

G.

“GenVec Inventions” shall mean all Inventions conceived, reduced to practice or otherwise developed solely by one or more employees of GenVec in connection with the performance of the Project.

H.

“Inventions” shall mean inventions, developments, discoveries, software, know-how, methods and techniques.

I.

“Joint Inventions” shall mean all Inventions conceived, reduced to practice or otherwise developed by one or more employees of Cordis and one or more employees of GenVec in connection with the performance of the Project.

J.

“Principal Investigator” shall mean * or a successor agreed between Cordis and GenVec.

K.

“Product” shall mean a combination product that incorporates the Compound and the Device.

L.

“Project” shall mean the Phase II OUS clinical research project entitled “A Multicenter, Randomized, Double-Blind, Placebo-Controlled Study Evaluating Efficacy of NOGA-Guided/ Myostar Catheter Delivery of BIOBYPASS (Ad _GV VEGF121.10) In “No Option” Patients With Class III-IV Stable Angina” outlined in Appendix A attached hereto and incorporated herein (as such project may be modified as provided in this Agreement), which shall be performed under the direction of the Principal Investigator and Co-Principal Investigators.

M.

“Term” shall have the meaning set forth in Section 9A of this Agreement.

A.

GenVec and Cordis shall use reasonable efforts to perform their respective obligations concerning the Project in a professional and workmanlike manner and substantially in accordance with the terms and conditions of this Agreement, including, without limitation, the milestones described in Appendix B. Cordis and GenVec shall, promptly after the execution of this Agreement, finalize the clinical protocol for the Project to take into account any changes to Appendix A required or suggested by regulatory authorities or agreed upon by the parties, and may, at any time, amend such protocol by mutual written agreement. Cordis shall not unreasonably withhold or delay its agreement to any such changes proposed by GenVec.

B.

The parties shall select and agree upon the Co-Principal Investigators in time to complete the first milestone provided in Appendix B at the time set forth in Appendix B. Cordis shall not unreasonably withhold or delay its agreement to any Co-Principal Investigator proposed by GenVec.

A.

An intermediate report (the “Intermediate Report”) shall be submitted by GenVec within one (1) month of completion of the interim analysis of data, as described in Appendix B.

B.

A final report shall be submitted by GenVec within one (1) month of completion of the Project (the “Final Report”) that shall in reasonable detail set forth GenVec’s findings and conclusions about the Project, including, without limitation, the Product, and be accompanied by all primary and secondary end point data generated in the performance of the Project.

C.

During the Term, neither party shall unreasonably refuse the other party’s request to meet with representatives of the other party at times and places mutually agreed upon to discuss the Project.

A.

Cordis shall provide Devices to support the Project *. Delivery of such Devices shall be made by Cordis to GenVec, the Principal Investigator or Co-Principal Investigators, as and when required for performance of the Project, DDP (Incoterms 2000) the location where the Devices are to be used. Cordis warrants that such Devices shall be free from defects in materials and workmanship and conform to the specifications therefor.

B.

*, Cordis shall provide reasonable training and support in the use of the Devices to the clinical sites for the Project, at such sites, as and when required for performance of the Project.

C.

Cordis shall provide reasonable clinical and regulatory expertise to support GenVec in its interactions with the Principal Investigator and Co-Principal Investigators and efforts to obtain regulatory approvals within Europe and the U.S.

D.

Cordis shall pay GenVec $* within 30 days of execution of this Agreement for GenVec to perform the Project.

E.

To the extent that GenVec’s costs of the Project exceed $*. GenVec shall invoice Cordis for its share of such excess costs from time to time, and Cordis shall pay the invoiced amounts within * days after GenVec’s invoice. Prior to Cordis’ obligation to pay any additional moneys, GenVec must provide Cordis written notice that GenVec’s costs of the Project are to exceed $* and provide Cordis with an accounts summary of how the original $* was spent. If Cordis determines in reasonable good faith that the original $* was not spent as mutually agreed to in the budget or in a reasonable prudent manner, Cordis shall have the right to terminate this Agreement by written notice to GenVec within 30 days after Cordis’ receipt of GenVec’s notice and accounts summary.

F.

If Cordis fails to make any payment when due, unless Cordis has a reasonable basis to contest the payment and has notified GenVec thereof, GenVec may accrue and charge interest on such late payments at the rate of 1% per month from the date the payment was due until the date paid.

G.

While it is understood that Cordis is free to enter into other research agreements with third parties that are otherwise similar to this Agreement, Cordis agrees that during the Term of this Agreement it shall not enter into any new collaborative agreement with a third party in which the focus of the agreement is research concerning *.

A.

During the Term, the parties may provide each other with confidential information and materials including, but not limited to, data, drawings, models, processes, trade secrets and devices (“Confidential Information”). The parties confirm that the reports and data provided under Section 3 are Confidential Information of GenVec.

B.

A party receiving Confidential Information from the other party shall not disclose any Confidential Information of the other party to any third party, nor use the same for its own benefit, nor permit its use for the benefit of others without the prior written consent of the disclosing party. Notwithstanding the foregoing, a party may use Confidential Information of the other party for performance of the Project and for other purposes relating to development of the Product and disclose Confidential Information of the other party to its employees and contractors who are involved in such activities and who have undertaken, in writing, obligations of confidentiality comparable in scope to those set forth in this Agreement.

C.

The obligations of confidentiality assumed by the parties hereunder shall not apply to any information which:

i.

was known by the receiving party before disclosure by the other party, as evidenced by prior written records;

ii.

becomes published or otherwise generally known to the public through no fault of the receiving party;

iii.

was rightfully obtained by the receiving party from a third party under no obligation to the disclosing party not to disclose the information;

iv.

is developed by the receiving party independently of disclosures made under this Agreement or other confidential disclosures by the disclosing party; or

v.

is required by law to be non-confidentially disclosed by the receiving party, provided that the receiving party gives the disclosing party prior written notice before its disclosure and cooperates with the disclosing party in efforts to limit or minimize the effects of the disclosure.

D.

The parties’ obligations of confidentiality with respect to Confidential Information shall continue for a period of three years from the expiration or termination of this Agreement.

A.

Subject to the provisions of Section 7, the data generated in the performance of the Project shall be owned jointly by Cordis and GenVec. The parties recognize that the results of the Project may be publishable. Subject to the provisions of this Agreement, GenVec, and with GenVec’s consent the Principal Investigator and other investigators engaged in the Project, shall be permitted to present at symposia and other professional meetings, and to publish in journals, theses, dissertations or otherwise, the methods and results of the Project, in the form of presentations, journal articles, papers or otherwise.

B.

GenVec shall furnish Cordis with two copies of any proposed publications or presentations at least forty-five (45) days before their submission for publication or presentation or as far in advance as is reasonably possible. Cordis shall have forty-fine (45) days after receipt of said copies to o