Common use of Exercise of this Warrant Agreement Clause in Contracts

Exercise of this Warrant Agreement. The Holder may exercise this Warrant Agreement, to the extent of any then unexercised portion of the vested Increments, at any time prior to the Expiration Date, in whole or in part, for amounts not less than one hundred thousand (100,000) Warrant Shares subject to this Warrant Agreement, as adjusted from time to time as provided in Section 8 of this Warrant Agreement, by: (a) the surrender of this Warrant Agreement, with the Exercise Form attached hereto as Annex A properly completed and executed, at the principal office of the Company at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or at such other office of the Company as the Company may designate by notice in writing to the holder of this Warrant Agreement, and (b) the delivery of a certified check, bank draft or wire transfer of immediately available funds, payable to the order of GenVec, Inc., in an amount equal to the then aggregate purchase price for the Warrant Shares being purchased upon such exercise. Upon receipt, by the Company on a business day, of this Warrant Agreement, the completed and executed Exercise Form and the then aggregate purchase price as provided in Subsections 4(a) and (b) above, the Holder will be deemed to be the holder of record of the Warrant Shares issuable upon such exercise as of the close of business on the date of such receipt by the Company, and the Company will promptly execute or cause to be executed and delivered to the Holder, a certificate or certificates representing the aggregate number of Warrant Shares specified in the Exercise Form. If this Warrant Agreement is exercised only in part and has not expired, the Company will, at the time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant Agreement of like tenor evidencing the right of the Holder to purchase the remaining Warrant Shares then covered by this Warrant Agreement. The Company will pay all expenses, taxes (excluding any income taxes incurred by the Holder) and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section.

Exercise of this Warrant Agreement. The Holder may exercise this ---------------------------------- Warrant Agreement, to the extent of any then unexercised portion of the vested Increments, at any time prior to the Expiration Date, in whole or in part, (i) for amounts not less than one hundred thousand (100,000) Warrant Shares subject to this Warrant Agreement, as adjusted from time to time as provided in Section 8 of this warrant Agreement, or (ii) as a one-time exercise under this Warrant Agreement, for any unexercised portion of the vested Increments, by: (a) the surrender of this Warrant Agreement, with With the Exercise Form attached hereto as Annex A properly completed and executed, at the principal office of the Company at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or at such other office of the Company as the Company may designate by notice in writing to the holder of this Warrant Agreement, and (b) the delivery of a certified check, bank draft or wire transfer of immediately available funds, payable to the order of GenVec, Inc., in an amount equal to the then aggregate purchase price for the Warrant Shares being purchased upon such exercise. Upon receipt, receipt thereof by the Company on a business day, of this Warrant Agreement, the completed and executed Exercise Form and the then aggregate purchase price as provided in Subsections 4(a) and (b) above, the Holder will be deemed to be the holder of record of the Warrant Shares issuable upon such exercise as of the close of business on the date of such receipt by the Company, and the Company will promptly execute or cause to be executed and delivered to the Holder, a certificate or certificates representing the aggregate number of Warrant Shares specified in the Exercise Form. If this Warrant Agreement is exercised only in part and has not expired, the Company will, at the time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant Agreement of like tenor evidencing the right of the Holder to purchase the remaining Warrant Shares then covered by this Warrant Agreement. The Company will pay all expenses, taxes (excluding any income taxes incurred by the Holder) and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section.

Exercise of this Warrant Agreement. The Holder may exercise this Warrant Agreement, to the extent of any then unexercised portion of the vested Increments, at any time prior to the Expiration Date, in whole or in part, (i) for amounts not less than one hundred thousand (100,000) Warrant Shares subject to this Warrant Agreement, as adjusted from time to time as provided in Section 8 of this warrant Agreement, or (ii) as a one-time exercise under this Warrant Agreement, for any unexercised portion of the vested Increments, by: (a) the surrender of this Warrant Agreement, with With the Exercise Form attached hereto as Annex A properly completed and executed, at the principal office of the Company at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or at such other office of the Company as the Company may designate by notice in writing to the holder of this Warrant Agreement, and (b) the delivery of a certified check, bank draft or wire transfer of immediately available funds, payable to the order of GenVec, Inc., in an amount equal to the then aggregate purchase price for the Warrant Shares being purchased upon such exercise. Upon receipt, receipt thereof by the Company on a business day, of this Warrant Agreement, the completed and executed Exercise Form and the then aggregate purchase price as provided in Subsections 4(a) and (b) above, the Holder will be deemed to be the holder of record of the Warrant Shares issuable upon such exercise as of the close of business on the date of such receipt by the Company, and the Company will promptly execute or cause to be executed and delivered to the Holder, a certificate or certificates representing the aggregate number of Warrant Shares specified in the Exercise Form. If this Warrant Agreement is exercised only in part and has not expired, the Company will, at the time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant Agreement of like tenor evidencing the right of the Holder to purchase the remaining Warrant Shares then covered by this Warrant Agreement. The Company will pay all expenses, taxes (excluding any income taxes incurred by the Holder) and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section.

Exercise of this Warrant Agreement. (a) The Holder's right to exercise this Warrant Agreement will vest in eight equal quantity installments of Eighteen Thousand Seven Hundred Fifty (18,750) Warrant Shares each (the "Increments"). The first Increment shall vest on March 31, 2002 and the remaining seven Increments shall each vest at the end of the next seven calendar quarters, provided however, that no Increments shall vest following the date of any termination of the Royalty Agreement or the Services Agreement in accordance with the terms of such agreements prior to the end of the Project Term (as defined in the Services Agreement). The Holder may exercise the vested portion of this Warrant Agreement, to the extent of any then unexercised portion of the vested Increments, Agreement at any time from and after the date hereof and prior to the Expiration Date, in whole or in part, for amounts not less than one hundred thousand (100,000) Warrant Shares subject to this Warrant Agreement, as adjusted from time to time as provided in Section 8 5 of this Warrant Agreement, by: (a) the surrender of this Warrant Agreement, with the Exercise Form attached hereto as Annex A properly completed and executed, at the principal office of the Company at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or at such other office of the Company as the Company may designate by notice in writing to the holder of this Warrant AgreementCompany, and (b) upon payment by the delivery of a certified check, check or official bank draft check or wire transfer of immediately available funds, payable to the order of GenVec, Inc.the Company, in an amount equal to the then aggregate purchase price for the Warrant Shares being purchased upon such exercise. Upon receipt, receipt thereof by the Company on a business day, of this Warrant Agreement, the completed and executed Exercise Form and the then aggregate purchase price as provided in Subsections 4(a) and (b) above, the Holder will be deemed to be the holder of record of the Warrant Shares issuable upon such exercise as of the close of business on the date of such receipt by the Company, and the Company will promptly execute or cause to be executed and delivered to the Holder, a certificate or certificates representing the aggregate number of Warrant Shares specified in the Exercise Form. If this Warrant Agreement is exercised only in part and has not expiredpart, the Company will, at the time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant Agreement of like tenor evidencing the right of the Holder to purchase the remaining Warrant Shares then covered by this Warrant Agreement. The . (b) In lieu of exercising this Warrant Agreement, the Holder may elect to receive shares equal to the value of this Warrant Agreement (or the portion of the Warrant Shares thereunder being exercised) by sending written notice of such election to the Company, in which event the Company will pay all expenses, taxes (excluding any income taxes incurred by shall deliver to the HolderHolder a stock certificate representing a number of shares of Common Stock computed using the following formula: X=Y(A-B) and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section.--------- A Where:

Exercise of this Warrant Agreement. The Holder (a) PharmaBio may exercise this ---------------------------------- Warrant Agreement, to the extent of any then unexercised portion of the vested IncrementsWarrant Shares, at any time prior to the Expiration Date, in whole or in part, (i) for amounts not less than one hundred fifty thousand (100,00050,000) Warrant Shares subject to this Warrant Agreement, as adjusted from time to time as provided in Section 8 of this Warrant Agreement, or (ii) as a one-time exercise under this Warrant Agreement, for any exercisable portion of the Warrant Shares, by: (a) the surrender of this Warrant Agreement, with the Exercise Form attached hereto as Annex A properly completed and executed, at the principal office of the Company Scios at 00000 Xxxxxxxx Xxxxx820 W. Maude Avenue, XxxxxxxxxSunnyvale, Xxxxxxxx 00000 CA 94085 or at such other office of the Company as the Company may designate by xxx Xxxxx xx xxx Xxxxx xxx xxxxxxxxx xx notice in writing to the holder of this Warrant Agreement, and (b) the delivery of a certified check, bank draft or wire transfer of immediately available funds, payable to the order of GenVec, Scios Inc., in an amount equal to the then aggregate purchase price for the Warrant Shares being purchased upon such exercise. Upon receipt, receipt thereof by the Company Scios on a business day, of this Warrant Agreement, the completed and executed Exercise Form and the then aggregate purchase price as provided in Subsections 4(a) and (b) above, the Holder PharmaBio will be deemed to be the holder of record of the Warrant Shares issuable upon such exercise as of the close of business on the date of such receipt by the CompanyScios, and the Company Scios will promptly execute or cause to be executed and delivered to the HolderPharmaBio, a certificate or certificates representing the aggregate number of Warrant Shares specified in the Exercise Form. If this Warrant Agreement is exercised only in part and has not expired, the Company Scios will, at the time of delivery of said stock certificate or certificates, deliver to the Holder PharmaBio a new Warrant Agreement of like tenor evidencing the right of the Holder PharmaBio to purchase the remaining Warrant Shares then covered by this Warrant Agreement. The Company will pay all expenses. (b) In lieu of exercising this Warrant Agreement, taxes PharmaBio may elect to receive shares equal to the value of this Warrant Agreement (excluding any income taxes incurred or the portion of the Warrant Shares thereunder being exercised) by sending written notice of such election to Scios, in which event Scios shall deliver to PharmaBio a stock certificate representing a number of shares of Scios' Common Stock computed using the Holderfollowing formula: X = Y(A-B) and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section.------ A Where:

Exercise of this Warrant Agreement. The Holder may exercise this Warrant Agreement, to the extent of any then unexercised portion of the vested Increments, Agreement at any time from and after the date hereof and prior to the Expiration Date, in whole or in part, for amounts not less than one hundred thousand (100,000) Warrant Shares subject to this Warrant Agreement, as adjusted from time to time as provided in Section 8 4 of this Warrant Agreement, by: (a) the surrender of this Warrant Agreement, with the Exercise Form substantially in the form attached hereto as Annex A properly completed and executed, at the principal office of the Company at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or at such other office of the Company on a Business Day (as the Company may designate by notice in writing to the holder of this Warrant Agreementdefined below), and (b) upon payment by (i) the delivery on a Business Day of a certified check, check or official bank draft check or wire transfer of immediately available funds, payable to the order of GenVecthe Company, Inc.(ii) cancellation of an amount of indebtedness of the Company under the Loan Agreement, or (iii) a combination of (i) and (ii), in an amount equal to the then aggregate purchase price for the Warrant Shares being purchased upon such exercise. Upon receipt, receipt thereof by the Company on a business day, of this Warrant Agreement, the completed and executed Exercise Form and the then aggregate purchase price as provided in Subsections 4(a) and (b) aboveCompany, the Holder will be deemed to be the holder of record of the Warrant Shares issuable upon such exercise as of the close of business on the date of such receipt by the Company, and the Company will promptly execute or cause to be executed and delivered to the Holder, Holder a certificate or certificates representing the aggregate number of Warrant Shares specified in the Exercise Form. If this Warrant Agreement is exercised only in part and has not expiredpart, the Company will, at the time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant Agreement of like tenor evidencing the right of the Holder to purchase the remaining Warrant Shares then covered by this Warrant Agreement. The Company will pay all expenses, taxes (excluding any income taxes incurred Upon exercise of this Warrant Agreement and payment of the purchase price by the Holder) , all Warrant Shares deliverable and issued hereunder will be duly authorized, duly and validly issued and outstanding, fully paid and nonassessable, and free from taxes, liens or charges. “Business Day” shall mean any day other charges payable than a Saturday, Sunday or legal holiday on which banks in connection with North Carolina and New York are open for the preparation, execution and delivery conduct of stock certificates pursuant to this Sectiontheir banking business.