Agreement") dated as of April 1, 1998 (the "Effective Date") is entered into by

and between GENVEC, INC., a Delaware corporation ("Sponsor"), and CORNELL

UNIVERSITY, a not-for-profit educational institution having corporate powers

under the laws of the State of New York ("University"), for its Medical College

("Medical College").



                                  WITNESSETH:



          WHEREAS, the Sponsor and the University have previously entered into

that certain Sponsored Research Agreement effective as of May 18, 1993 (the

"Prior Sponsored Research Agreement"), pursuant to which Sponsor supported

preclinical research and clinical research at the Medical College in connection

with Gene Therapy (as defined in Appendix 1 hereto), which relationship the

parties wish to extend;



          WHEREAS, the Gene Therapy research project that is to be conducted at

the Medical College with the support of the Sponsor is to be jointly supervised

by Ronald G. Crystal, M.D. ("Dr. Crystal"), a Professor of Medicine at the

Medical College and a paid consultant and equity holder of the Sponsor and

Chairman of the Sponsor's Scientific Advisory Board, and by the Medical

College's Chairman of the Department of Medicine (currently Ralph L. Nachman,

M.D. ("Dr. Nachman")), all as permitted by and in accordance with applicable

Laws and University Policies (as defined in Appendix 1 hereto);



          WHEREAS, the Sponsor has entered into an Amended and Restated

Exclusive License Agreement in the form attached as Exhibit A hereto ("License

Agreement") with the Cornell Research Foundation, Inc. ("Foundation"), a wholly

owned subsidiary of the University;



          WHEREAS, the Gene Therapy discoveries and inventions made during the

course of the Sponsored Research (as defined in Appendix 1 hereto), as

contemplated by this Agreement, are of mutual interest and benefit to the

University and to the Sponsor, will further instructional and research

objectives of the University in a manner consistent with its status as a

not-for-profit tax-exempt educational institution, and may constitute benefits

for both the Sponsor and the University (including, without limitation, the

Medical College) through inventions, improvements, and discoveries;



          NOW THEREFORE, in consideration of the premises and mutual covenants

herein contained, the parties hereto agree to the following:



1.   DEFINITIONS



     Capitalized terms used in this Agreement and set forth in Appendix 1 hereto

shall have the meanings set forth in such Appendix 1.



2.   SCOPE AND PERFORMANCE OF WORK



[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY

WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO

THE OMITTED PORTIONS.



{PAGE}



     The University shall commence the performance of the Sponsored Research on

the Effective Date, and, concurrently with compliance by Sponsor with all terms

(including payment terms) of this Agreement, agrees to use reasonable efforts to

perform the Sponsored Research in accordance with the terms and conditions of

this Agreement.



3.   PRINCIPAL INVESTIGATORS



     3.1  SUPERVISION OF THE SPONSORED RESEARCH



          As described in the Crystal Appointment Letter, Dr. Crystal and the

Chairman shall jointly supervise the Sponsored Research. Initial (including

"Phase I", and/or "Phase I/II", if approved by the Medical College) human

feasibility trials with respect to the Sponsored Research may take place at the

University (including the Medical College), at affiliated hospitals, clinics, or

other institutions affiliated with the Medical College, under the direction of

the Principal Investigators. Any Phase II and Phase III trials will take place

entirely under the supervision of independent investigators who are not and have

not been associated with the Sponsored Research. The parties hereto acknowledge

and agree that the Crystal Appointment Letter has been approved by the Medical

College, the University, The New York Hospital, and all applicable internal

review boards of such bodies, including, without limitation, those charged with

responsibility for administration of the University's conflict of interest

policies, as of the date of this Agreement, subject, however, to any changes in

such approvals and policies as the University or such other entities or boards

may determine to be necessary or advisable.



     3.2  CHANGE IN PRINCIPAL INVESTIGATORS



          In the event that Dr. Crystal dies, becomes disabled such that he

cannot continue his employment at the Medical College, terminates his employment

at the Medical College, or his employment at the Medical College is otherwise

terminated, either party to this Agreement shall have the option to terminate

this Agreement and the Sponsored Research in the manner provided in Section 8.

If Dr. Nachman dies, becomes disabled such that he cannot continue his

employment at the Medical College, terminates his employment at the Medical

College, or his employment at the Medical College is otherwise terminated, or

otherwise is unable or unwilling to continue to serve as co-Principal

Investigator with respect to the Sponsored Research, the successor to Dr.

Nachman as Chairman shall serve as co-Principal Investigator with Dr. Crystal,

unless the University shall have designated another member of its faculty

reasonably acceptable to Sponsor and to Dr. Crystal to serve as the co-Principal

Investigator with Dr. Crystal; provided, however, that if such Chairman or other

faculty member has any consulting or other commercial relationship with a

competitor of Sponsor in the gene therapy field, the University, upon notice of

objection from Sponsor, shall designate another member of its faculty,

reasonably acceptable to Sponsor and Dr. Crystal, without such relationship, to

serve as co-Principal Investigator.



4.   PERIOD OF PERFORMANCE



          The period of performance under this Agreement will terminate on April

1, 2002, unless earlier terminated pursuant to this Agreement or extended by

written agreement of the parties.





                                      -2-



{PAGE}



5.   PAYMENTS



     5.1  SPONSOR PAYMENTS



          The Sponsor agrees to make payments to the University (on behalf of

the Medical College) for certain costs of the Sponsored Research in accordance

with the payment schedule attached as Exhibit B hereto ("Sponsor Payments"),

subject to and in accordance with the terms of this Agreement. Sponsor Payments

shall be used over the term of this Agreement for the rental of space for Dr.

Crystal's laboratory, the purchase or rental of the substantial portion of the

equipment in such laboratory, a portion of Dr. Crystal's salary from the

University, general research support for preclinical feasibility projects and

clinical evaluation of Gene Therapy technology (excluding Phase II and Phase III

studies), and related matters, including support of other members of Dr.

Crystal's laboratory (all of whom will be employees of the University). The

aggregate amount of the Sponsor Payments shall be Five Million Seven Hundred

Thousand Dollars ($5,700,000), unless the parties agree otherwise pursuant to

Section 5.2. All checks (or electronic funds transfers) shall be made payable to

Cornell University Medical College and sent to the address specified in Section

19.6. Within ninety (90) days after termination of this Agreement, the

University shall submit a final financial report setting forth costs incurred.

The report shall be accompanied by a check in the amount, if any, of the excess

of Sponsor Payments received by the University over costs actually incurred by

or on behalf of the University in connection with the Sponsored Research.



     5.2  ADDITIONAL PAYMENTS



          It is agreed to and understood by the parties that the aggregate

amount of the Sponsor Payments is an estimate of the cost of the Sponsored

Research, but that the Sponsor shall not be liable for any payments or costs in

excess of the Sponsor Payments unless the Sponsor shall have previously agreed

in writing to provide additional funds. Funding for work to be performed during

a period beyond that set forth in Section 4, or for work in addition to the

Sponsored Research, shall be agreed to by the Sponsor and the University in

writing prior to the initiation of any such work.



     5.3  UNIVERSITY BOOKS AND RECORDS



          The University shall maintain records and books of account relating to

this Agreement in accordance with its normal course of business, University

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