This License Agreement (“Agreement”), dated May 26, 1993, between DANA-FARBER CANCER
INSTITUTE, INC., a Massachusetts not-for-profit corporation (“DFCI”), ARCH Development Corporation, an
Illinois not-for-profit corporation (“ARCH”), and GenVec, Inc., a Delaware corporation (“Licensee”).
Purpose and Intent
A ARCH and DFCI (hereinafter referred to collectively as “Licensors” and referred to individually
as a “Licensor”) hold rights to the Licensed Patents defined below and Licensee desires to obtain exclusive rights
to such Licensed Patents for commercialization in a certain field.
B. On even date herewith, ARCH and Licensee have entered into a separate License Agreement
regarding certain other patent rights owned solely by ARCH.
Therefore, the parties agree as follows:
1. Definitions . The following capitalized terms used in this Agreement all mean:
A. “ Affiliate ” means as to any person or entity, the possession of the power to direct or
cause the direction of the management and the policies of an entity whether through ownership directly or
indirectly of fifty percent (50%) or more of the stock entitled to vote, and for non-stock organizations, the right to
receive fifty percent (50%) or more of the profits by contract or otherwise, or in countries where control of fifty
percent (50%) or more of such rights is not permitted in the country where such entity exists, the maximum
permitted in such country.
B. “ ARCH Agreement ” shall mean that certain License Agreement entered into by
ARCH and Licensee effective of even date herewith.
C. “ Effective Date ” means the date set forth on page 1, line 1, of this Agreement.
D. “ Field ” means all Gene Therapy applications.
E. “ Gene Therapy ” means the introduction of nucleic acid into a person with the purpose
of modifying the functions or behaviors of cel