Common use of Expenses and Fees Clause in Contracts

Expenses and Fees. (a) Each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.

Expenses and Fees. (a) Each party hereto shall bear and pay all costs and expenses incurred by it in connection with The Parties hereby agree that the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party Asset Management Fee payable pursuant to Section 6.1(b3.01(a) hereof because of the Advisory Agreement, calculated in a willful breach by manner consistent with the other party past practice of any representationthe Parties, warrantyshall continue to be paid during the Interim Period, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party Asset Management Fee for the month in which the Closing occurs shall not be pro-rated based on the number of days in such month that have been in breach of any representation and warranty (in any material respect)elapsed prior to, covenant or agreement contained herein or in but excluding, the Plan of Merger, then date on which the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect Closing occurs compared to the fees and expenses total number of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved days in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Mergermonth. (b) Diacrin agrees that: (1) if (A) GenVec The Advisor Parties hereby waive the right to receive, and the Company Parties hereby agree not to make, payment of any Acquisition and Advisory Fees, Real Estate Commissions, Subordinated Share of Net Sale Proceeds, Subordinated Incentive Listing Fees, or Diacrin shall terminate this Reorganization Agreement Finance Coordination Fees pursuant to Section 6.1(dSections 3.01(b), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger3.01(c), 3.01(d), 3.01(e), or prior to 3.01(g) of the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced Advisory Agreement with respect to Diacrin, the Merger and (C) the transaction other transactions contemplated by the Diacrin Takeover Proposal is either Merger Agreement (xincluding the Listing contemplated by the Merger Agreement) consummated within 12 months after the date of such termination or (y) an agreement and with respect to such Diacrin Takeover Proposal is executed within 12 months after any equity or debt financing transaction that occurs in connection with the date consummation of such termination the Merger and such Diacrin Takeover Proposal is consummated within 18 months after the date other transactions contemplated by the Merger Agreement. For the avoidance of such terminationdoubt, then Diacrin subject to Section 3 hereof and Section 6.1 of the Merger Agreement, nothing contained in this Section 5(b) shall pay serve as a waiver of the payment of any Acquisition and Advisory Fees, Real Estate Commissions or Finance Coordination Fees pursuant to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”Sections 3.01(b), which amount shall be payable 3.01(c) or 3.01(g) of the Advisory Agreement, calculated in immediately available funds; and a manner consistent with the past practice of the Parties, with respect to any acquisition, sale, financing or refinancing conducted during the Interim Period in compliance with the terms and conditions of Section 6.1 of the Merger Agreement and not (2i) if GenVec shall terminate this occurring in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement pursuant and (ii) with respect to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but any equity or debt financing transaction that occurs in any event no later than one business day after connection with the date consummation of termination) the Fee, which amount shall be payable in immediately available fundsMerger and the other transactions contemplated by the Merger Agreement. (c) GenVec agrees that: (1The Parties hereby agree that Section 3.01(f) if (A) Diacrin or GenVec of the Advisory Agreement shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced not apply with respect to GenVec, and (C) the transaction contemplated by Surviving Corporation following consummation of the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundsMerger. (d) Diacrin The Advisor Parties hereby waive the right to receive, and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part Company Parties hereby agree not to make, payment of any fees or Performance Fees (including through the conversion into Shares) pursuant to Sections 4.03(b), 4.03(c) and 4.03(d) of the Advisory Agreement in connection with the termination of the Advisory Agreement pursuant to Section 2(ii) of this Agreement or otherwise with respect to the Merger and the other transactions contemplated by this Reorganization the Merger Agreement (including the Listing contemplated by the Merger Agreement. In ). (e) The Parties agree that (i) the event that Diacrin expenses paid or GenVecincurred by the Advisor covered by Section 3.02 of the Advisory Agreement, as calculated in a manner consistent with the case may bepast practice of the Parties, shall fail continue to pay be directly paid or reimbursed by the Fee or any expenses when dueCompany in accordance with the terms thereof, the term “expenses” shall be deemed to include and (ii) the costs and expenses actually incurred covered by Article IV and Section 5.4 of the Property Management Agreement, calculated in a manner consistent with the past practice of the Parties, shall continue to be paid or accrued reimbursed by Diacrin or GenVecOwner (as defined in the Property Management Agreement) in accordance with the terms thereof. (f) The Parties hereby agree that the following fees payable pursuant to the Property Management Agreement shall continue to be paid during the Interim Period: (i) Management Fees (as defined in the Property Management Agreement) payable pursuant to Section 5.1 of the Property Management Agreement, as calculated in a manner consistent with the case may past practice of the Parties; provided, that Management Fees for the month in which the Closing occurs shall be (includingpro-rated based on the number of days in such month that have elapsed prior to, without limitationbut excluding, the reasonable date on which the Closing occurs compared to the total number of days in such month, (ii) fees payable with respect to assisting with planning and expenses coordinating the construction of counsel) any tenant-paid finish-out or improvements pursuant to the last sentence of Section 5.1 of the Property Management Agreement, calculated in connection a manner consistent with the collection under past practice of the Parties, and enforcement (iii) Leasing Fees (as defined in the Property Management Agreement) payable pursuant to Section 5.2 of this Section 7.1the Property Management Agreement, together calculated in a manner consistent with interest on the past practice of the Parties. (g) Promptly following termination of the Property Management Agreement (and in any event within five (5) business days of such unpaid Fee and expensestermination), commencing on the date that the Fee or such expenses became due, at a rate equal Surviving Corporation shall pay to the rate Property Manager, or cause Owner to pay, all amounts then due and owing to the Property Manager under the Property Management Agreement (after taking into account the provisions of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%Section 5 hereof). Payment Promptly following termination of the fees Advisory Agreement (and expenses described in this any event within five (5) business days of such termination), the Surviving Corporation shall pay to the Advisor all amounts then due and owing to the Advisor under the Advisory Agreement (after taking into account the provisions of Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement5 hereof).

Expenses and Fees. (a) Each party hereto Except as otherwise provided in this Section 10.3, each of the Parties shall bear and pay all direct costs and expenses incurred by it or on its behalf in connection with the transactions contemplated in this Reorganization Agreementhereunder, including filing, registration and application fees, printing fees, and fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, and counsel, printers except that each of the Parties shall bear and persons involved pay one-half of the filing fees payable in connection with the transactions contemplated by this Reorganization Agreement, including Registration Statement and the preparation Proxy Statement and printing costs incurred in connection with the printing of the Registration Statement and Joint the Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin agrees thatNotwithstanding the foregoing, if: (1i) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate Buyer terminates this Agreement pursuant to Section 6.1(g9.1(d), then Diacrin Target shall pay to GenVec promptly Buyer in same-day funds immediately upon delivery of the written notice of termination required by Section 9.1 an amount equal to $40,000,000 (the “Termination Fee”); or (ii) either Target or Buyer terminates this Agreement pursuant to Section 9.1(c) (without the Target shareholders having adopted and approved this Agreement) or Section 9.1(g), or Buyer terminates this Agreement pursuant to Section 9.1(f) (as a result of a volitional breach by Target), and, in any case, prior to such termination, there has been publicly announced an Acquisition Proposal, then Target shall pay to Buyer in same-day funds immediately upon delivery of the written notice of termination required by Section 9.1 an amount equal to Buyer’s Expenses, not to exceed $3,000,000. If within twelve months of such termination Target shall either (A) consummate an Acquisition Transaction or (B) enter into an Acquisition Agreement with respect to an Acquisition Transaction, whether or not such Acquisition Transaction is subsequently consummated (but changing, in any event no later than one business the case of (A) and (B), the references to the 20% and 80% amounts in the definition of Acquisition Transaction to 50%), then Target shall pay to Buyer in same-day after funds on or prior to the earlier of the date of terminationconsummation of such Acquisition Transaction or the date of execution of an Acquisition Agreement with respect to such Acquisition Transaction an amount equal to the Termination Fee less any amounts previously paid to Buyer by Target pursuant to this Section 10.3(b)(ii). The payment by Target of the Termination Fee and/or Buyer’s Expenses pursuant to this Section 10.3(b) the Fee, which amount shall be payable the sole monetary remedy of Buyer in immediately available fundsthe event of termination of this Agreement pursuant to the bases specified in this Section 10.3(b) not resulting from a knowing breach of this Agreement by Target. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec The Parties acknowledge that the agreements contained in paragraph (b) of this Section 7.1 10.3 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event , and that Diacrin or GenVecwithout these agreements, as the case may bethey would not enter into this Agreement; accordingly, shall fail if Target fails to pay the Fee or promptly any expenses when duefee payable by it pursuant to this Section 10.3, the term “expenses” then Target shall be deemed pay to include the Buyer, its costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counselincluding attorneys’ fees) in connection with the collection under and enforcement of this Section 7.1collecting such fee, together with interest on such unpaid Fee and expensesthe amount of the fee at the prime rate of Citibank, commencing on N.A. from the date that such payment was due under this Agreement until the Fee or such expenses became due, at a rate equal to the rate date of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreementpayment.

Expenses and Fees. (a) Each party hereto shall bear and pay Except as otherwise provided in this Section 12.4, all costs and expenses incurred by it in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each Agreement shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach be paid by the other party of any representation, warranty, covenant incurring such cost or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Mergerexpense. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant With respect to litigation in connection with Section 6.1(d7.2(c)(iii), (B) prior to the time of all expenses incurred by Parent and WEUS in connection with such failure to so approve this Reorganization Agreement litigation will be shared equally between Parent and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundsWEUS. (c) GenVec Parent agrees that: that if this Agreement is terminated by (1i) if (A) Diacrin either Parent or GenVec shall terminate this Reorganization Agreement the Company pursuant to Section 6.1(e9.1(b)(i) or Section 9.1(b)(iii) and prior to the termination hereof a bonafide Takeover Proposal has been made by any Person or any Person publicly announces its intent to make a Takeover Proposal, and in the case of a determination pursuant to Section 9.1(b)(i) such Takeover Proposal has not been withdrawn or such public announcement of intent to make a Takeover Proposal has not been withdrawn or revoked and in the case of a determination pursuant to Section 9.1(b)(iii) such Takeover Proposal has not been withdrawn or such public announcement of intent to make a Takeover Proposal has not been withdrawn or revoked at least 10 Business Days prior to the closing of the polls at the Parent Stockholders' Meeting, unless, in the case of a termination by Parent, the failure to consummate the Merger is the result of a material breach of any covenant or agreement by WEUS or the Company under this Agreement, or, unless in the case of a termination by the Company or Parent, the failure to consummate the Merger is the result of the failure of the conditions in Section 8.1(b), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Mergerc), (e), (g), (h), or prior (i) or Section 8.2(c) or (d), (ii) the Company pursuant to Sections 9.1(b)(iv), 9.1(d) or 9.1(e), or (iii) Parent pursuant to Section 9.1(c), then Parent shall pay to WEUS $15,000,000. The Company and WEUS agree that if this Agreement is terminated by Parent in accordance with the time such meeting is so adjournedterms of Section 9.1(b)(iv), a GenVec Takeover Proposal WEUS shall have been publicly announced with respect pay to GenVecParent $15,000,000. The amounts payable as provided in this Section 12.4(c) shall be paid as liquidated damages, and (C) the transaction contemplated by the GenVec Takeover Proposal is either such payment (x) consummated within 12 months shall constitute the exclusive monetary remedy available to the payee at law or in equity in respect of any such termination or any breach of this Agreement by the payor (other than for specific performance and for indemnification after the Effective Time in accordance with the provisions of this Agreement), (y) shall constitute payment for all claims, damages, out-of-pocket expenses and fees arising out of or incurred by the payee in connection with this transaction and (z) shall be payable by wire transfer of same day funds not later than the day following the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundsAgreement. (d) Diacrin Parent and GenVec acknowledge Weatherford agree that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, Company and its subsidiaries shall fail only be responsible for up to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include $500,000 for the costs and expenses actually (including any transfer taxes) paid or incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses including reimbursement of counselWeatherford) in connection distributing the Excluded Assets pursuant to Section 5.3, with the collection under and enforcement any costs or expenses in excess of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal $500,000 to the rate of interest publicly announced be borne by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization AgreementWeatherford.

Expenses and Fees. (a) Each party hereto shall bear Subject to Section 6.09(b) and pay Section 6.09(c), all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such Table of Contents expenses. Expenses incurred in this Reorganization Agreementconnection with preparing, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs filing the Registration Statement, the Offer Documents, the listing of the Parent Stock on the NYSE and the filing fees associated required in connection with any required filings under the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties HSR Act shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Mergerborne by Parent. (b) Diacrin The Company agrees thatto pay to Parent the fees set forth below under the following circumstances: (1i) if If (A) GenVec or Diacrin shall terminate after the date of this Reorganization Agreement pursuant and prior to Section 6.1(d)the consummation of the Offer, any Person publicly announces a Company Acquisition Proposal which has not been expressly and bona fide publicly withdrawn, (B) prior this Agreement is terminated (x) by either the Company or Parent pursuant to Section 8.01(b)(i) and at the time of such failure to so approve this Reorganization Agreement termination the condition specified in paragraph (d)(ii) of Annex A is satisfied and the Plan of Mergerconditions specified in (a)(ii) or (b) on Annex A have not been satisfied, or prior (y) by Parent pursuant to the time such meeting is so adjourned, 8.01(c) as a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, result of a breach of a covenant or other affirmative obligation and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an of this Agreement, the Company enters into a definitive agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after a Company Acquisition Transaction or consummates a Company Acquisition Transaction, then the Company shall pay to Parent by wire transfer of same-day funds $100,000,000 (the “Company Termination Fee”) less amounts previously paid pursuant to clause (iii) below, at the earlier of the date the Company enters into a definitive agreement providing for a Company Acquisition Transaction and the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date consummation of such terminationthe Company Acquisition Transaction. Solely for the purposes of this Section 6.09(b)(i), then Diacrin the term “Company Acquisition Transaction” shall have the meaning assigned to such term in Section 9.03(a), except that all references to “15%” or “85%” shall be changed to “50%”. (ii) If Parent terminates this Agreement pursuant to Section 8.01(e), the Company shall pay to GenVec on Parent the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and Company Termination Fee within two (2) if GenVec Business Days following termination by wire transfer of same-day funds to an account specified in writing by Parent. (iii) If Parent terminates this Agreement pursuant to Section 8.01(c), then the Company shall pay Parent $10,000,000 within two (2) Business Days following termination by wire transfer of same-day funds to an account specified in writing by Parent; provided, however, that Parent shall not be entitled to such fee if, at the time of termination, the Company would be entitled to terminate this Agreement pursuant to Section 6.1(g8.01(d). (iv) If the Company terminates this Agreement pursuant to Section 8.01(f), then Diacrin the Company shall pay Parent the Company Termination Fee concurrently with such termination by wire transfer of same-day funds to GenVec promptly (but an account specified in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundswriting by Parent. (c) GenVec Subject to subparagraph (d) below, Parent agrees thatto pay to the Company the fees set forth below under the following circumstances: (1i) if (A) Diacrin or GenVec shall terminate If the Company terminates this Reorganization Agreement pursuant to Section 6.1(e8.01(d), then Parent shall pay the Company $10,000,000 within two (B2) prior Business Days following termination by wire transfer of same-day funds to an account specified in writing by the Company; provided, however, that the Company shall not be entitled to such fee if, at the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay Parent would be entitled to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h8.01(c). (ii) If the Company has been required to pay Medicis the $90,000,000 termination fee under the Medicis Agreement, and (A) if the Company terminates this Agreement pursuant to Section 8.01(d) and the Offer is not consummated or (B) the Offer is not consummated on or prior to the Termination Date and the conditions set forth in paragraph (c) in Annex A have not been not satisfied (unless the conditions in paragraph (c) of Annex A are not satisfied because the Company has been unable to divest the Reloxin Assets as contemplated herein) (the events in clauses (A) and (B), each a “Parent Fee Triggering Event”); then GenVec Parent shall pay the Company $90,000,000 (the “Parent Termination Fee”), in addition to Diacrin promptly any amounts payable under Section 6.09(c)(i), within two (but in any event no later than one business day after 2) Business Days following the date of termination) termination by wire transfer of same-day funds to an account specified in writing by the Fee, which amount shall be payable in immediately available fundsCompany. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.

Expenses and Fees. (a) Each party hereto shall bear and The Company will pay all costs and expenses incurred incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by it the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky memorandum relating to the offering prepared by Xxxxxxx Spidi & Xxxxx, PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the transactions contemplated registration of the Shares under the Act and all other expenses in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated connection with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1preparation and, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representationapplicable, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation filing of the Registration Statement and Joint Proxy Statement/(including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the solicitation Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of proxiescopies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, and the New York Stock Exchange relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto; (vii) any listing of the Shares on the New York Stock Exchange; (viii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in each case connection with any meetings with prospective investors in the Shares; and (ix) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of otherwise specifically provided for in this Reorganization Agreement and the Plan of MergerSection 6. (b) Diacrin agrees that: Except as provided herein, the Representatives and the Underwriters will pay their own expenses, including the fees of their counsel (1except as provided in Section 6(a)(vi) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(dhereof), (B) prior public advertisement of the offering and their own marketing and due diligence expenses. If the Representatives determine not to proceed with the time offering due to a material adverse change affecting the condition of such failure to so approve this Reorganization Agreement and the Plan of MergerCompany or the securities markets in the United States, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable market for bank stocks in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Mergerparticular, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVecthe Company elects not to proceed with the offering, as the case may be, shall fail to pay the Fee or for any expenses when duereason, the term “expenses” shall be deemed Company will reimburse Xxxxxx Xxxxxxxxxx Xxxxx LLC for its out-of-pocket expenses relating to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be offering (including, without limitationbut not limited to, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 shall disbursements to its counsel) not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreementto exceed $100,000.

Expenses and Fees. (a) Each party hereto shall agrees to bear its own expenses, including reasonable and pay all costs customary fees and expenses incurred by it payable to attorneys, accountants and investment bankers in connection with the transactions contemplated in this Reorganization Agreementhereby. In addition, including Parent will pay the fees and expenses of its own financial consultantsincurred in connection with the printing, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing filing and mailing costs and filing fees associated with of the Registration Proxy Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement Prospectus and the Plan of HSR Act filing, provided, however, that in the event the Merger are terminated by is not consummated, the parties will share equally in such fees and expenses. (a) If the Merger is not consummated because either party pursuant breaches a material representation or warranty or fails to Section 6.1(bperform a material covenant contained in this Agreement, and such breach shall not have been cured or such representation or warranty shall not have been made true within twenty (20) hereof because of a willful breach business days after notice by the other party thereof, and the other party has not breached any material representation or warranty or failed to perform a material covenant and the non-breaching party chooses to terminate this Agreement as a direct result of any representationsuch breach or failure, warranty, covenant or agreement the breaching party shall pay the non-breaching party the sum of $1,000,000. (b) If the Merger is not consummated because the Company enters into an Acquisition Transaction with another party other than the Parent as set forth in Section 6.1(b)6.5 hereof, and provided that the terminating party shall not have been in breach of at any representation and warranty time within twelve (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b12) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after from the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after this Agreement, the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin Company shall pay to GenVec on Parent the date such transaction is consummated a fee sum of $1,200,000 (the “Fee”)3,000,000, which amount sum shall be payable in immediately available funds; and lieu of the amount listed in subsection (2a) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement7.6. In the event that Diacrin or GenVecthe Merger is not consummated because the Parent does not exercise its right under Section 3.1(b)(i) hereof, as unless the case may beParent Stock Value is less than $13.20 per share, then the Parent shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate Company the sum of interest publicly announced by Citibank$3,000,000, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 which sum shall not be in lieu of any damages incurred the amount listed in the event of willful or intentional breach subsection (a) of this Reorganization AgreementSection 7.6.

Expenses and Fees. (a) Each In the event that any party hereto to this Agreement employs attorneys to remedy, prevent or obtain relief from a breach and/or default of this Agreement or the documents and instruments executed in connection with this Agreement, or arising out of a breach and/or default of this Agreement or the documents and instruments executed in connection with this Agreement or in connection with, or contesting the validity of, this Agreement, any of the terms, covenants, provisions, and/or any conditions hereof or thereof or of any of the matters referred to herein, the prevailing party shall bear be entitled to be reimbursed for all of its reasonable attorneys' fees, whether or not suit is filed, and pay including, without limitation, those incurred in each and every action, suit or proceeding, appeals and petitions therefrom, and all fees and costs incurred by the prevailing party. In the event any party to this Agreement employs attorneys in connection with any bankruptcy proceeding, the prevailing party shall be entitled to be reimbursed for all of its reasonable attorneys' fees, whether or not suit is filed, including, without limitation, bankruptcy appeals and petitions therefrom, and all fees and costs incurred by the prevailing party, as provided for by applicable bankruptcy law. In the event that any party to this Agreement obtains a judgment in connection with the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to recover from the losing party all costs and expenses incurred by it in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment enforcement of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d)judgment, (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, attorneys' fees, whether incurred prior to or after the reasonable fees entry of the judgment. The provisions of this Section 13H. are severable from the other provisions of this Agreement and expenses of counsel) the documents and instruments executed in connection with this Agreement, shall survive the collection under entry of any judgment referred to herein and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of deemed merged into any damages incurred in the event of willful or intentional breach of this Reorganization Agreementjudgment.

Expenses and Fees. (a) Each party hereto shall agrees to bear its own expenses, including reasonable and pay all costs customary fees and expenses incurred by it payable to attorneys, accountants and investment bankers in connection with the transactions contemplated in this Reorganization Agreementhereby. In addition, including Parent will pay the fees and expenses of its own financial consultantsincurred in connection with the printing, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing filing and mailing costs and filing fees associated with of the Registration Proxy Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement Prospectus and the Plan of HSR Act filing, provided, however, that in the event the Merger are terminated by is not consummated, the parties will share equally in such fees and expenses. (a) If the Merger is not consummated because either party pursuant breaches a material representation or warranty or fails to Section 6.1(bperform a material covenant contained in this Agreement, and such breach shall not have been cured or such representation or warranty shall not have been made true within twenty (20) hereof because of a willful breach business days after notice by the other party thereof, and the other party has not breached any material representation or warranty or failed to perform a material covenant and the non-breaching party chooses to terminate this Agreement as a direct result of any representationsuch breach or failure, warranty, covenant or agreement the breaching party shall pay the non-breaching party the sum of $1,000,000. (b) If the Merger is not consummated because the Company enters into an Acquisition Transaction with another party other than the Parent as set forth in Section 6.1(b)6.5 hereof, and provided that the terminating party shall not have been in breach of at any representation and warranty time within twelve (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b12) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after from the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after this Agreement, the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin Company shall pay to GenVec on Parent the date such transaction is consummated a fee sum of $1,200,000 (the “Fee”)3,000,000, which amount sum shall be payable in immediately available funds; and lieu of the amount listed in subsection (2a) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement7.6. In the event that Diacrin or GenVecthe Merger is not consummated because the Parent does not exercise its right under Section 3.1(b)(i) hereof, as unless the case may beParent Stock Value is less than $13.20 per share, then the Parent shall fail to 38 pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate Company the sum of interest publicly announced by Citibank$3,000,000, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 which sum shall not be in lieu of any damages incurred the amount listed in the event of willful or intentional breach subsection (a) of this Reorganization AgreementSection 7.6.

Expenses and Fees. (a) Each party hereto shall bear and Without limiting anything set forth in the Note Purchase Agreements, the Company hereby agrees to pay promptly all reasonable costs and expenses incurred of the Noteholders (it being understood and agreed by it in connection with the transactions contemplated in this Reorganization AgreementCompany that the Noteholders shall have wide latitude on the scope and depth of legal analysis they obtain from their legal and financial advisors to evaluate, including fees explore, and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with protect Noteholder interests regarding the Registration Statement Company and the Joint Proxy Statement/Prospectus. Notwithstanding Notes in light of existing defaults, accounting and executive officer irregularities, and related matters affecting the foregoing provisions of this Section 7.1Company's business plan, if this Reorganization Agreement viability, and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(brestructuring prospects), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel(a) Xxxxxxx XxXxxxxxx LLP, special counsel to the Noteholders, (b) the Financial Advisor, (c) the Seismic Advisor, (d) the Local Counsel and (e) the Canadian Counsel, and also including the reasonable out-of-pocket travel and other expenses of the Noteholders incurred in connection with this Second Standstill Agreement and the collection under of any sum owed to any of the Noteholders by the Company and enforcement of this Section 7.1in otherwise assessing, together with interest on such unpaid Fee and expensesanalyzing, commencing on the date that the Fee evaluating, protecting, asserting, defending or such expenses became due, at a rate equal enforcing any rights or remedies which are or may be available to the rate of interest publicly announced by CitibankNoteholders, N.A.including, from time to timewithout limitation, as such bank’s prime rate plus 1.00%. Payment representatives of the Noteholders in any bankruptcy proceeding. Any statement or invoice for fees and expenses described in this Section 7.1 rendered by any advisor to the Noteholders shall be sent to the Company with a copy provided to the Steering Committee and shall be payable by the Company within five (5) Business Days of receiving any statement; or invoice therefor together with a statement to the effect that such invoice or statement was approved by the Noteholders. As between the Noteholders and their advisors, such approval will be deemed to have occurred if the Steering Committee shall not be in lieu of any damages incurred in have affirmatively objected to such statement or invoice within three (3) Business Days after such statement or invoice was sent, and thus, if after such three (3) Business Days, no objection shall have been received, such advisor may submit its statement or invoice to the event of willful Company stating that the Noteholders have approved such statement or intentional breach of this Reorganization Agreementinvoice.

Expenses and Fees. (a) Each party hereto shall bear and pay all costs 9.1 All costs, fees and expenses (including legal fees), incurred by it the Security Banks in the preparation and execution of this Agreement, the registration of this Agreement and/or any document ancillary hereto and/or to be entered into hereunder and/or otherwise incurred by the Security Banks and the Collateral Agent in connection with the transactions perfection, protection or creation of any security contemplated in under this Reorganization AgreementAgreement (including under Japanese and Israeli law), including together with any VAT or other Taxes incurred or levied thereto, all custodial costs, fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and Collateral Agent in holding the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b)Collateral Agent Held Assets, and provided that the terminating party shall not have been in breach of all and any representation and warranty (in any material respect)costs, covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs fees and expenses (including legal fees) incurred by the partiesSecurity Banks or the Collateral Agent in, with respect to or in connection with, the realisation of the Receivables (or any part thereof), the institution of proceedings for collection of any Secured Obligation (including attorneys’ fees and expenses of financial disbursements) or otherwise incurred in connection with, or arising from, the preservation and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation enforcement of the Registration Statement Security Banks’ and Joint Proxy Statement/Prospectus and the solicitation of proxiesCollateral Agent’s rights hereunder, in each case that are whether or not employees any of the party that incurred such fees and expenses. Final settlement with respect to same are occasioned by any act, neglect or default of the payment of such fees and expenses by the parties Grantor, shall be made within thirty days paid, together with Interest payable in accordance with clause 18 (“Default Interest”) of the termination of this Reorganization Facility Agreement and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after from the date of such termination the same being incurred or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after becoming payable until the date of such termination the same are unconditionally and such Diacrin Takeover Proposal is consummated within 18 months after irrevocably paid and discharged in full, by the date of such terminationGrantor, then Diacrin shall pay to GenVec forthwith on demand. 9.2 The Security Banks, the date such transaction is consummated a fee of $1,200,000 (the “Fee”)Collateral Agent, which amount every Receiver, attorney, agent and every other person appointed in connection with this Agreement shall be payable entitled to be indemnified out of the Receivables in immediately available funds; and (2) if GenVec shall terminate respect of all liabilities, damages, losses, expenses and other amounts incurred by, or demanded from, any of them in connection with or arising from any action taken or omitted from being taken by any of them under or pursuant to this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) and/or in connection with the collection under execution or purported execution of any action and/or omission of the powers, authorities or discretions vested in them pursuant hereto and/or by law and enforcement against all actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted in any way relating to the Receivables (or any part thereof) (save, in respect of any Security Bank, Collateral Agent, Receiver, attorney, agent or any other person appointed in connection with this Section 7.1Agreement, together with interest on to the extent any such unpaid Fee and expensesactions, commencing proceedings, costs, claims or demands result from such person’s gross negligence or wilful default). 9.3 The Grantor shall pay the Collateral Agent an annual fee of NIS 10,000 (ten thousand New Israel Sheqels) for safekeeping the Collateral Agent Held Assets. Such fee to be paid on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees hereof and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreementevery 12 (twelve) months thereafter.

Expenses and Fees. (a) Each party hereto shall bear and pay Except as provided below, all costs and expenses incurred by it in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization AgreementAgreement will be paid by the party incurring such expense, including except that the preparation costs and expenses of printing and mailing the Registration Statement and Joint Proxy Statement/Prospectus , and the solicitation of proxies, in each case that are not employees of the party that incurred such all filing and other fees and expenses. Final settlement with respect paid to the payment of such fees and expenses SEC in connection with the Merger, other than the fee under the HSR Act, will be shared equally by the parties shall be made within thirty days of the termination of this Reorganization Agreement Company and the Plan of MergerParent. (b) Diacrin agrees thatThe Company will pay Parent, by wire transfer of immediately available funds, an amount (the “Company Termination Fee”) equal to $30 million if this Agreement is terminated as follows: (1i) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec Parent shall terminate this Agreement pursuant to Section 6.1(g8.1(g), then Diacrin shall the Company will pay to GenVec promptly (but in any event no later than one the Company Termination Fee on the business day after following such termination; provided, however, the date of termination) Company shall not be required to pay the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) Company Termination Fee if (A) Diacrin or GenVec shall the Company was otherwise entitled to terminate this Reorganization Agreement pursuant to Section 6.1(eSections 8.1(b),(d), (Be), (f) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; andj); (2ii) if Diacrin the Company shall terminate this Agreement pursuant to Section 6.1(h8.1(h), then GenVec the Company will pay the Company Termination Fee prior to such termination; (iii) if (A) either party shall pay terminate this Agreement pursuant to Diacrin promptly Section 8.1(c) or 8.1(e), (but in B) at any event no later than one business day time after the date of termination) this Agreement and at or before the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part date of the transactions contemplated by Company Stockholders Meeting a Company Acquisition Proposal shall have been publicly announced and not withdrawn (a “Public Proposal”) with respect to the Company, and if (C) within 18 months of the date of such termination of this Reorganization Agreement. In , the event that Diacrin Company or GenVecany of the Company Subsidiaries consummates any Company Acquisition, as then the case may be, shall fail to Company will pay the Company Termination Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that of such consummation; and (iv) if (A) Parent shall terminate this Agreement pursuant to Section 8.1(f) or 8.1(i), (B) at any time after the Fee or date of this Agreement and before such expenses became due, at termination a rate equal Public Proposal with respect to the rate of interest Company shall have been publicly announced by Citibankand not withdrawn, N.A.(C) following the occurrence of such Public Proposal, from time the Company shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to time, as such bank’s prime rate plus 1.00%. Payment the failure of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in Effective Time to occur prior to the event of willful or intentional breach termination of this Reorganization Agreement, and if (D) within 18 months of the date of such termination of this Agreement, the Company or any of the Company Subsidiaries consummates any Company Acquisition, then the Company will pay the Company Termination Fee on the date of such consummation.

Expenses and Fees. (a) Each party hereto shall bear and pay all All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by it the party incurring such expenses, except that those expenses incurred in connection with printing and filing the Proxy Statement shall be shared equally by Parent and the Company. The Company has provided to Parent in Schedule 5.10(a) of the Company Disclosure Schedule a good faith estimate of the fees and expenses to be paid by the Company and its subsidiaries to all professional advisors in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin The Company agrees thatto pay to Parent (without duplication) the fees set forth below under the following circumstances: (1i) if the Company terminates this Agreement pursuant to clause (e) of Section 7.01, the Company shall pay Parent a fee of $90 million, such fee to be payable by wire transfer of immediately available funds to an account specified in writing by Parent at the time of such termination; (ii) (x) if Parent terminates this Agreement pursuant to clause (f) of Section 7.01, or (y) if Parent or the Company terminates this Agreement pursuant to clause (b)(iii) of Section 7.01, and in the case of either of subclauses (x) or (y) hereof (A) GenVec or Diacrin shall terminate Parent was not at the time of termination in material breach of its representations, warranties, covenants and agreements contained in this Reorganization Agreement pursuant to Section 6.1(d)Agreement, and (B) after the date hereof but prior to the time of such failure the Company Meeting a proposal by a third party relating to so approve an Acquisition Transaction had been publicly proposed or publicly announced and not withdrawn, the Company shall pay Parent a fee of $45 million within three business days following termination by wire transfer of immediately available funds to an account specified in writing by Parent. In addition, if a fee shall be payable pursuant to the first sentence of this Reorganization Agreement clause (b)(ii) and the Plan of Merger, on or prior to the time nine-month anniversary of a termination of this Agreement which gives rise to the obligation to pay a fee pursuant to such meeting is so adjournedfirst sentence, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) Company enters into an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after an Acquisition Transaction or the date Company or its Board of such termination Directors recommends a third-party tender- or exchange-offer which would result in the offeror (other than The Goldman Sachs Group, Inc. and such Diacrin Takeover Proposal is consummated within 18 months after its affiliates) beneficially xxxxxx ix xxxess of 50% of the date outstanding shares of such terminationthe Company Common Stock (an "ACQUISITION TENDER"), then Diacrin the Company shall pay to GenVec on the date such transaction is consummated a Parent an additional fee of $1,200,000 (the “Fee”)45 million upon consummation of an Acquisition Transaction or Acquisition Tender, which amount shall by wire transfer of immediately available funds to an account specified in writing by Parent, such additional fee to be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to at the time such meeting an Acquisition Transaction or Acquisition Tender is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and consummated. For the purposes of Section 5.10 (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(hb)(ii), then GenVec in the definition of Acquisition Transaction, all references to 20% shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall instead be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.0050%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.

Expenses and Fees. (a) Each party hereto shall bear and pay all All costs and expenses incurred by it in connection with this Agreement and the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counselhereby shall be paid by the party incurring such expenses, except that GenVec and Diacrin each shall bear and pay 50% of all those expenses incurred in connection with printing and mailing costs and filing fees associated with the Registration Proxy Statement shall be shared equally by Parent and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of MergerCompany. (b) Diacrin The Company agrees thatto pay to Parent a fee equal to $225 million if: (1i) if (A) GenVec or Diacrin shall terminate the Company terminates this Reorganization Agreement pursuant to clause (v) or (vi) of Section 6.1(d)7.01; (ii) Parent terminates this Agreement pursuant to clause (vii) of Section 7.01, which fee shall be payable within two business days of such termination; (Biii) this Agreement is terminated for any reason at a time at which Parent was not in material breach of its covenants contained in this Agreement and was entitled to terminate this Agreement pursuant to clause (viii) of Section 7.01, and (i) prior to the time of such failure the Company Stockholders' Meeting a proposal by a third party relating to so approve this Reorganization Agreement an Acquisition Transaction had been made, and the Plan of Merger, (ii) on or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced nine month anniversary of the termination of this Agreement (x) the Company or any of its subsidiaries or affiliates enters into an agreement or letter of intent (or resolves or announces an intention to do) with respect to Diacrinan Acquisition Transaction involving a person, and entity or group if such person, entity, group (Cor any member of such group, or any affiliate of any of the foregoing) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months made a proposal with respect to an Acquisition Transaction on or after the date of hereof and prior to the Company Stockholders' Meeting and such termination Acquisition Transaction is consummated or (y) an agreement Acquisition Transaction shall otherwise occur with any person who shall have made a proposal with respect to such Diacrin Takeover Proposal is executed within 12 months an Acquisition Transaction no later than 90 days after the date termination of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a this Agreement. Such fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in upon the first occurrence of any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundssuch event. (c) GenVec agrees that: (1) Parent shall pay to the Company a fee equal to $225 million if (A) Diacrin or GenVec shall terminate this Reorganization Agreement is terminated pursuant to clause (ii) of Section 6.1(e)7.01 and at such time (i) Parent or its subsidiaries have not received funds pursuant to the Financing sufficient to consummate the Merger and related transactions, (Bii) prior all conditions to Parent's obligation to consummate the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal Merger shall have been publicly announced with respect satisfied, other than conditions relating to GenVecthe HSR Act or any law, regulation, order, judgment, injunction or decree relating to antitrust or competition matters and except insofar as any condition requires the delivery of officers certificates, (iii) Parent is not in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement except for breaches which did not result in a failure to satisfy the conditions to Parent obtaining funds pursuant to the definitive agreement relating to the debt financing for the Merger (the "Definitive Debt Agreement") or to Parent's obligations to consummate the Merger, (iv) the Company is not in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement except for breaches which did not result in a failure to satisfy the conditions to Parent obtaining funds pursuant to the Definitive Debt Agreement and (Cv) at the transaction contemplated by time the GenVec Takeover Proposal is either (x) consummated within 12 months after the date Definitive Debt Agreement was executed, Parent was not in breach of any of its representations and warranties in such termination or (y) an agreement with respect to Parent and its subsidiaries and, to the best of Parent's knowledge at such GenVec Takeover Proposal is executed within 12 months after time, Parent was not in breach of Parent's representations and warranties in such agreement with respect to the date Company and its subsidiaries, in either case, except for breaches which would not result in a failure to satisfy the conditions to Parent obtaining funds pursuant to the Definitive Debt Agreement. Parent shall have no liability for the failure of Parent to obtain funds pursuant to the Definitive Debt Agreement and consummate the Merger as a result of a breach by the Company of any of its covenants, agreements, representations or warranties set forth in this Agreement. If all of the requirements of the first sentence of this paragraph (c) for the payment of a fee are satisfied other than that set forth in clause (iii) or clause (v) of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such terminationsentence, then Diacrin Parent shall be obligated to pay to GenVec on the date such transaction is the Fee, $225 million fee (which amount shall be payable credited against any amount for which Parent may be held liable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant connection with the failure to Section 6.1(hconsummate the Merger), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin Parent agrees to pay to the Company a fee equal to $225 million if this Agreement is terminated pursuant to clause (ii) of Section 7.01 or clause (iii) of Section 7.01 (only to the extent such termination under clause (iii) relates to antitrust or competition matters) and GenVec acknowledge that at such time (i) the agreements contained in this Section 7.1 are an integral part waiting period under the HSR Act shall not have expired or been terminated or any injunction, order or decree relating to antitrust or competition matters shall prohibit or restrain consummation of the transactions contemplated by this Reorganization Agreement. In Merger, and (ii) all of the event that Diacrin other conditions to Parent's obligation to consummate the Merger have been satisfied or GenVec, as would be satisfied absent the case may be, shall fail occurrence or failure to pay occur of the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be events described in sub-clause (including, without limitation, the reasonable fees and expenses of counseli) in connection with the collection under and enforcement of this Section 7.1clause (d), together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal except conditions insofar as they relate to the rate delivery of interest publicly announced by Citibank, N.A., from time to time, officers certificates and conditions which are not (or would not be) so satisfied as such bank’s prime rate plus 1.00%. Payment a result of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional Parent's breach of this Reorganization Agreement. (e) Only one fee aggregating $225 million shall be payable pursuant to paragraphs (c) and (d) even if the circumstances giving rise to the obligation to pay a fee exists under both such paragraphs. Such fee shall be payable at the time Parent so terminates this Agreement or within two business days after the Company so terminates this Agreement.

Expenses and Fees. Whether or not the transactions contemplated hereby are consummated, Sublessee shall pay or reimburse Lessee, Head Lessor, Head Lessor Parent, the Guaranteed Lenders, the Guaranteed Loan Agent, Ex-Im Bank and the Security Trustee as appropriate (aagainst invoices and/or receipts (to the extent available) Each party hereto shall bear submitted by any such Person), for any reasonable costs and pay expenses (including fees and disbursements of legal counsel and other experts employed or retained by such Person) incurred by such Person, and all payments made, in either case payable in connection with, arising out of or in any way related to the negotiations, preparation, execution, delivery or enforcement of the Operative Documents, the registration of any interest with the International Registry as required by the Operative Documents or the making of the Guaranteed Loans, including, if then owing, the initial and annual fees of the Security Trustee, Head Lessor and Head Lessor Parent (collectively, “Transaction Costs”). All costs and expenses incurred by it in connection with the transactions contemplated in this Reorganization Agreementpreparation, including fees execution and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation delivery of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be Operative Documents (including, without limitation, legal fees) shall (to the extent invoices and receipts (to the extent available and, if not, such other reasonable documentation agreed by the Lessee and the relevant payee) have been submitted to Lessee prior to each Delivery Date) be paid by the Sublessee on such Delivery Date or, if paid by Lessee on the Delivery Date, reimbursed by the Sublessee no later than five (5) Business Days after the Delivery Date. In addition to the foregoing but without duplication, Sublessee shall (i) pay or reimburse Lessee, the Guaranteed Lenders, the Guaranteed Loan Agent, Ex-Im Bank, Head Lessor, Head Lessor Parent and the Security Trustee for any costs and expenses (including reasonable fees and expenses disbursements of counsellegal counsel and other experts employed or retained by such Person) incurred by such Person in connection with (A) any amendment, modification or waiver of any Operative Document or any filings or recordings of any Operative Document required by the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date terms hereof or thereof (provided that the Fee allocation of such costs shall be agreed between the Lessee and the Sublessee (acting reasonably) and (B) any Event of Default and any enforcement or such collection proceeding related thereto and (ii) pay or reimburse Lessee on demand for any fees, costs, expenses became due, at a rate equal and amounts for which the Lessee is responsible pursuant to the rate of interest publicly announced by CitibankOperative Documents and the Lessee shall, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees extent that invoices and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.receipts are available,

Expenses and Fees. (a) Each party hereto shall bear and pay all All costs and expenses incurred by it in connection with this Agreement and the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counselhereby shall be paid by the party incurring such expenses, except that GenVec and Diacrin each shall bear and pay 50% of all those expenses incurred in connection with printing and mailing costs and filing fees associated with the Registration Proxy Statement shall be shared equally by Parent and the Joint Proxy Statement/Prospectus. Notwithstanding Company. (b) The Company agrees to pay to Parent a fee equal to $160 million in immediately available funds if: (i) the foregoing provisions Company terminates this Agreement pursuant to clause (v) of Section 7.01, which fee shall be payable at the time notice of such termination is delivered by the Company to Parent; (ii) Parent terminates this Agreement pursuant to clause (vi) of Section 7.17.01, if which fee shall be payable within two business days of such termination; (iii) this Reorganization Agreement is terminated pursuant to clause (vii) of Section 7.01 at a time at which Parent is not in material breach of its representations, warranties, covenants and agreements contained in this Agreement and (A) on or after the Plan of Merger are terminated by either party pursuant to Section 6.1(b) date hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect prior to the fees Company Stockholders' Meeting, a proposal by a third party relating to an Acquisition Transaction had been publicly proposed or publicly announced; and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect (B) on or prior to the payment of such fees and expenses by the parties shall be made within thirty days 12 month anniversary of the termination of this Reorganization Agreement Agreement, the Company or any of its subsidiaries or affiliates enters into an agreement or letter of intent (or resolves or announces an intention to do so) with respect to an Acquisition Transaction involving a person, entity or group if such person, entity or group (or any member of such group, or any affiliate of any of the foregoing) made a proposal with respect to an Acquisition Transaction relating to the acquisition of more than 50% of the assets or stock of the Company on or after the date hereof and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination Company Stockholders' Meeting and such Diacrin Takeover Proposal Acquisition Transaction is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundsconsummated. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.

Expenses and Fees. In addition to interest calculated pursuant to the Note: (a) The Borrower shall pay the Purchaser’s costs, up to a maximum amount of [Redacted – Commercial Information], plus [Redacted – Commercial Information] of the excess amount above this threshold, regardless of whether the Borrower and the Purchaser ultimately enter into the proposed Loan, relating to due diligence expenses (including travel and lodging expenses and technical consultants’ expenses), legal and issuances expenses and other, unanticipated costs incurred in relation to the issuance of this Loan. Such expenses will be deducted from the Loan proceeds advanced by the Purchaser to the Borrower on the Effective Date. (b) Each party hereto shall bear and pay all costs and expenses incurred by that it in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, incurs with respect to the fees negotiation, execution, delivery and expenses performance of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, unless otherwise specified in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundsAgreement. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e)In addition, (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, on or prior to the time such meeting is so adjournedClosing Date, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin Borrower shall pay to GenVec the Purchaser the “Underwriting Fee” which means the amount equivalent to 2.5% of the US$ amount of the Loan payable by the Borrower to the Purchaser in U.S. Dollars. This Underwriting Fee will be paid on a net settlement basis against the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundsissuance proceeds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part An additional break free of 2.5% of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” Loan amount shall be deemed payable by the Borrower to include the costs Purchaser, if the Purchaser secures commitments for the needed funding and expenses actually incurred provides a definitive set of legal documents matching the terms set for herein or accrued further negotiated, but the Borrower does not go forward with the Loan within the period contemplated herein. (e) The Borrower shall also cause the issue to the Purchaser of warrants issued by Diacrin the Parent within five Business Days of each advance of the Loan proceeds. The warrants are subject to approval of the TSX Venture Exchange, and will be issued in one or GenVecmore tranches in an amount up to, in the aggregate, a maximum of 3,000,000 warrants calculated as the case may be (including, without limitation, the reasonable fees and expenses of counsel) follows: a. in connection with the collection first tranche, such number of warrants that is equal to two times the number of Ounces of Silver advanced by the Purchaser under the first tranche (the “Base Warrants”) and enforcement a bonus ratchet of: (i) 2.5% of this Section 7.1the Base Warrants if at least 500,000 and up to 599,999 Ounces of Silver are advanced, together (ii) 5.0% of the Base Warrants if at least 600,000 and up to 699,999 Ounces of Silver are advanced, (iii) 10.0% of the Base Warrants if at least 700,000 and up to 799,999 Ounces of Silver are advanced, and (iv) 15.0% of the Base Warrants if at least 800,000 Ounces of Silver are advanced; and b. in connection with interest on any additional tranches, such unpaid Fee and expenses, commencing on number of warrants that is equal to two times the number of Ounces of Silver advanced by the Purchaser under such tranche. The exercise price of each warrant shall be set at the last closing price of the Parent’s common stock prior to the date that the Fee or such expenses became due, warrants are issued and each warrant shall vest immediately on issuance. The warrants will be exercisable at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to any time, as such bank’s prime rate plus 1.00%in whole or in part, until the earlier of (i) three years from their issuance date and (ii) the Loan Maturity Date. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu The terms of any damages incurred in the event of willful or intentional breach of this Reorganization Agreementwarrants are subject to applicable TSX Venture Exchange rules and requirements.

Expenses and Fees. (a) Each party hereto shall bear Subject to Section 6.09(b) and pay Section 6.09(c), all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. Expenses incurred in this Reorganization Agreementconnection with preparing, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs filing the Registration Statement, the Offer Documents, the listing of the Parent Stock on the NYSE and the filing fees associated required in connection with any required filings under the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties HSR Act shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Mergerborne by Parent. (b) Diacrin The Company agrees thatto pay to Parent the fees set forth below under the following circumstances: (1i) if If (A) GenVec or Diacrin shall terminate after the date of this Reorganization Agreement pursuant and prior to Section 6.1(d)the consummation of the Offer, any Person publicly announces a Company Acquisition Proposal which has not been expressly and bona fide publicly withdrawn, (B) prior this Agreement is terminated (x) by either the Company or Parent pursuant to Section 8.01(b)(i) and at the time of such failure to so approve this Reorganization Agreement termination the condition specified in paragraph (d)(ii) of Annex A is satisfied and the Plan of Mergerconditions specified in (a)(ii) or (b) on Annex A have not been satisfied, or prior (y) by Parent pursuant to the time such meeting is so adjourned, 8.01(c) as a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, result of a breach of a covenant or other affirmative obligation and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an of this Agreement, the Company enters into a definitive agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after a Company Acquisition Transaction or consummates a Company Acquisition Transaction, then the Company shall pay to Parent by wire transfer of same-day funds $100,000,000 (the “Company Termination Fee”) less amounts previously paid pursuant to clause (iii) below, at the earlier of the date the Company enters into a definitive agreement providing for a Company Acquisition Transaction and the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date consummation of such terminationthe Company Acquisition Transaction. Solely for the purposes of this Section 6.09(b)(i), then Diacrin the term “Company Acquisition Transaction” shall have the meaning assigned to such term in Section 9.03(a), except that all references to “15%” or “85%” shall be changed to “50%”. (ii) If Parent terminates this Agreement pursuant to Section 8.01(e), the Company shall pay to GenVec on Parent the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and Company Termination Fee within two (2) if GenVec Business Days following termination by wire transfer of same-day funds to an account specified in writing by Parent. (iii) If Parent terminates this Agreement pursuant to Section 8.01(c), then the Company shall pay Parent $10,000,000 within two (2) Business Days following termination by wire transfer of same-day funds to an account specified in writing by Parent; provided, however, that Parent shall not be entitled to such fee if, at the time of termination, the Company would be entitled to terminate this Agreement pursuant to Section 6.1(g8.01(d). (iv) If the Company terminates this Agreement pursuant to Section 8.01(f), then Diacrin the Company shall pay Parent the Company Termination Fee concurrently with such termination by wire transfer of same-day funds to GenVec promptly (but an account specified in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundswriting by Parent. (c) GenVec Subject to subparagraph (d) below, Parent agrees thatto pay to the Company the fees set forth below under the following circumstances: (1i) if (A) Diacrin or GenVec shall terminate If the Company terminates this Reorganization Agreement pursuant to Section 6.1(e8.01(d), then Parent shall pay the Company $10,000,000 within two (B2) prior Business Days following termination by wire transfer of same-day funds to an account specified in writing by the Company; provided, however, that the Company shall not be entitled to such fee if, at the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay Parent would be entitled to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h8.01(c). (ii) If the Company has been required to pay Medicis the $90,000,000 termination fee under the Medicis Agreement, and (A) if the Company terminates this Agreement pursuant to Section 8.01(d) and the Offer is not consummated or (B) the Offer is not consummated on or prior to the Termination Date and the conditions set forth in paragraph (c) in Annex A have not been satisfied (unless the conditions in paragraph (c) of Annex A are not satisfied because the Company has been unable to divest the Reloxin Assets as contemplated herein) (the events in clauses (A) and (B), each a “Parent Fee Triggering Event”); then GenVec Parent shall pay the Company $90,000,000 (the “Parent Termination Fee”), in addition to Diacrin promptly any amounts payable under Section 6.09(c)(i), within two (but in any event no later than one business day after 2) Business Days following the date of termination) termination by wire transfer of same-day funds to an account specified in writing by the Fee, which amount shall be payable in immediately available fundsCompany. (d) Diacrin and GenVec acknowledge The parties agree that (i) actual damages to the agreements contained Company in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin the Offer is not consummated are difficult to ascertain, (ii) the Parent Termination Fee and any amounts payable pursuant to Section 6.09(c)(i) represent a reasonable estimate of such damages if the Offer is not consummated as a result of a Parent Fee Triggering Event or GenVecif the Company terminates this Agreement pursuant to Section 8.01(d), as the case may be, and (iii) the Parent Termination Fee and any amounts payable pursuant to Section 6.09(c)(i) is the appropriate aggregate amount of liquidated damages in such events and not a penalty. Payment of any applicable fees by Parent pursuant to Section 6.09(c) shall fail to pay be the Company’s sole remedy in the event of any Parent Fee Triggering Event or any expenses when due, the term “expenses” shall be deemed termination pursuant to include the costs and expenses actually incurred or accrued by Diacrin or GenVecSection 8.01(d), as the case may be (includingbe; provided, without limitationhowever, that notwithstanding the foregoing, the reasonable fees and expenses Company shall be entitled to file suit or otherwise seek to recover money damages from Parent or Merger Sub for any breach of counsel) this Agreement by Parent or Merger Sub, in connection with which event the collection under and enforcement first sentence of this Section 7.1, together with interest on 6.09(d) shall not apply and the Company automatically shall be deemed to have unconditionally and irrevocably waived and disclaimed (A) any right to seek specific performance of any terms hereof pursuant to Section 9.10 hereof or otherwise and (B) any right to collect or direct the payment of any amounts that otherwise would be payable pursuant to Sections 6.09(c)(i) or (ii) in the absence of this proviso and such unpaid Fee unconditional and expenses, commencing on irrevocable waiver. (e) Each of Parent and the date Company acknowledges that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees agreements contained in Sections 6.09(b) and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.6.09

Expenses and Fees. (a) Each party hereto shall bear and pay all All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by it the party incurring such expenses, except that those expenses incurred in connection with printing and filing the Proxy Statement shall be shared equally by Parent and the Company. The Company has provided to Parent in Schedule 5.10(a) of the Company Disclosure Schedule a good faith estimate of the fees and expenses to be paid by the Company and its subsidiaries to all professional advisors in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin The Company agrees thatto pay to Parent (without duplication) the fees set forth below under the following circumstances: (1i) if the Company terminates this Agreement pursuant to clause (e) of Section 7.01, the Company shall pay Parent a fee of $90 million, such fee to be payable by wire transfer of immediately available funds to an account specified in writing by Parent at the time of such termination; (ii) (x) if Parent terminates this Agreement pursuant to clause (f) of Section 7.01, or (y) if Parent or the Company terminates this Agreement pursuant to clause (b)(iii) of Section 7.01, and in the case of either of subclauses (x) or (y) hereof (A) GenVec or Diacrin shall terminate Parent was not at the time of termination in material breach of its representations, warranties, covenants and agreements contained in this Reorganization Agreement pursuant to Section 6.1(d)Agreement, and (B) after the date hereof but prior to the time of such failure the Company Meeting a proposal by a third party relating to so approve an Acquisition Transaction had been publicly proposed or publicly announced and not withdrawn, the Company shall pay Parent a fee of $45 million within three business days following termination by wire transfer of immediately available funds to an account specified in writing by Parent. In addition, if a fee shall be payable pursuant to the first sentence of this Reorganization Agreement clause (b)(ii) and the Plan of Merger, on or prior to the time nine-month anniversary of a termination of this Agreement which gives rise to the obligation to pay a fee pursuant to such meeting is so adjournedfirst sentence, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) Company enters into an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after an Acquisition Transaction or the date Company or its Board of such termination Directors recommends a third-party tender- or exchange-offer which would result in the offeror (other than The Golxxxx Xxcxx Xxoup, Inc. and such Diacrin Takeover Proposal is consummated within 18 months after its affiliates) beneficially owning in excess of 50% of the date outstanding shares of such terminationthe Company Common Stock (an "ACQUISITION TENDER"), then Diacrin the Company shall pay to GenVec on the date such transaction is consummated a Parent an additional fee of $1,200,000 (the “Fee”)45 million upon consummation of an Acquisition Transaction or Acquisition Tender, which amount shall by wire transfer of immediately available funds to an account specified in writing by Parent, such additional fee to be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to at the time such meeting an Acquisition Transaction or Acquisition Tender is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and consummated. For the purposes of Section 5.10 (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(hb)(ii), then GenVec in the definition of Acquisition Transaction, all references to 20% shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall instead be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.0050%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.

Expenses and Fees. (a) Each party hereto shall bear and Without limiting anything set forth in the Note Purchase Agreements, the Company hereby agrees to pay promptly all reasonable costs and expenses incurred of the Noteholders (it being understood and agreed by it in connection with the transactions contemplated in this Reorganization AgreementCompany that the Noteholders shall have wide latitude on the scope and depth of legal analysis they obtain from their legal and financial advisors to evaluate, including fees explore, and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with protect Noteholder interests regarding the Registration Statement Company and the Joint Proxy Statement/Prospectus. Notwithstanding Notes in light of existing defaults, accounting and executive officer irregularities, and related matters affecting the foregoing provisions of this Section 7.1Company's business plan, if this Reorganization Agreement viability, and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(brestructuring prospects), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel(a) Xxxxxxx XxXxxxxxx LLP, special counsel to the Noteholders, (b) the Financial Advisor, (c) the Seismic Advisor, (d) the Local Counsel and (e) the Canadian Counsel, and also including the reasonable out-of-pocket travel and other expenses of the Noteholders incurred in connection with this Third Standstill Agreement and the collection under of any sum owed to any of the Noteholders by the Company and enforcement of this Section 7.1in otherwise assessing, together with interest on such unpaid Fee and expensesanalyzing, commencing on the date that the Fee evaluating, protecting, asserting, defending or such expenses became due, at a rate equal enforcing any rights or remedies which are or may be available to the rate of interest publicly announced by CitibankNoteholders, N.A.including, from time to timewithout limitation, as such bank’s prime rate plus 1.00%. Payment representatives of the Noteholders in any bankruptcy proceeding. Any statement or invoice for fees and expenses described in this Section 7.1 rendered by any advisor to the Noteholders shall be sent to the Company with a copy provided to the Steering Committee and shall be payable by the Company within five (5) Business Days of receiving any statement or invoice therefor together with a statement to the effect that such invoice or statement was approved by the Noteholders. As between the Noteholders and their advisors, such approval will be deemed to have occurred if the Steering Committee shall not be in lieu of any damages incurred in have affirmatively objected to such statement or invoice within three (3) Business Days after such statement or invoice was sent, and thus, if after such three (3) Business Days, no objection shall have been received, such advisor may submit its statement or invoice to the event of willful Company stating that the Noteholders have approved such statement or intentional breach of this Reorganization Agreementinvoice.

Expenses and Fees. (a) Each party hereto shall bear Except as otherwise specifically provided herein, each of Buyer, Buyer Parent, Seller, and Seller Parent will pay all its own respective costs and expenses incurred by it in connection with this Agreement and the transactions contemplated in this Reorganization Agreementhereby, including fees and expenses of its own respective financial consultantsadvisors, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of . (b) If this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated is terminated: (i) by either party Buyer or Buyer Parent pursuant to clause (a) of Section 6.1(b6.1 or by Seller or Seller Parent pursuant to clause (d) hereof because of a willful breach by Section 6.1, Seller and/or Seller Parent will immediately pay to Buyer the other party of any representation, warranty, covenant Seller Termination Fee and reimburse Buyer for all actually paid or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the incurred out-of-pocket costs and expenses incurred by the parties, Buyer or any of its Affiliates in connection with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in this Agreement or the transactions contemplated hereby; (ii) by this Reorganization AgreementBuyer or Buyer Parent pursuant to clause (e) of Section 6.1, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxiesSeller and/or Seller Parent will, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty two business days of the after termination of this Reorganization Agreement, pay to Buyer the Seller Termination Fee and reimburse Buyer for all actually paid or incurred out-of-pocket costs and expenses incurred by Buyer or any of its Affiliates in connection with this Agreement and or the Plan of Merger.transactions contemplated hereby; or (biii) Diacrin agrees that: by any Party pursuant to clause (f) of Section 6.1, (A) Seller and/or Seller Parent will reimburse Buyer for all actually paid or incurred out-of-pocket costs and expenses incurred by Buyer or any of its Affiliates in connection with this Agreement or the transactions contemplated hereby, and (B) (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time within nine months of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, termination Seller Parent and/or Seller enter into a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an binding written agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such terminationan Acquisition Transaction, then Diacrin shall Seller Parent and/or Seller will pay to GenVec on Buyer the date Seller Termination Fee within two business days of entry into such transaction is consummated a fee of $1,200,000 (the “Fee”)binding written agreement, which amount shall be payable in immediately available funds; and or (2) if GenVec shall terminate this Agreement pursuant after nine but within 12 months of termination Seller Parent and/or Seller enter into a binding written agreement with respect to Section 6.1(g)an Acquisition Transaction, then Diacrin shall Seller Parent and/or Seller will pay to GenVec promptly (but in any event no later than one Buyer an amount equal to 50% of the Seller Termination Fee within two business day after the date days of termination) the Fee, which amount shall be payable in immediately available fundsentry into such binding written agreement. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part For purposes of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVecforegoing, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expensesSeller Termination Fee” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate mean an amount equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described $1 million in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreementcash.

Expenses and Fees. (a) Each party hereto shall bear and pay Except as provided below, all costs and expenses incurred by it in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization AgreementAgreement will be paid by the party incurring such expense, including except that the preparation costs and expenses of printing and mailing the Registration Statement and Joint Proxy Statement/Prospectus , and the solicitation of proxies, in each case that are not employees of the party that incurred such all filing and other fees and expenses. Final settlement with respect paid to the payment of such fees and expenses SEC in connection with the Merger, other than the fee under the HSR Act, will be shared equally by the parties shall be made within thirty days of the termination of this Reorganization Agreement Company and the Plan of MergerParent. (b) Diacrin agrees thatThe Company will pay Parent, by wire transfer of immediately available funds, an amount (the “Company Termination Fee”) equal to $30 million if this Agreement is terminated as follows: (1i) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec Parent shall terminate this Agreement pursuant to Section 6.1(g8.1(g), then Diacrin shall the Company will pay to GenVec promptly (but in any event no later than one the Company Termination Fee on the business day after following such termination; provided, however, the date of termination) Company shall not be required to pay the Fee, which amount shall be payable in immediately available funds. (c) GenVec agrees that: (1) Company Termination Fee if (A) Diacrin or GenVec shall the Company was otherwise entitled to terminate this Reorganization Agreement pursuant to Section 6.1(eSections 8.1(b), (Bd), (e), (f) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; andj); (2ii) if Diacrin the Company shall terminate this Agreement pursuant to Section 6.1(h8.1(h), then GenVec the Company will pay the Company Termination Fee prior to such termination; (iii) if (A) either party shall pay terminate this Agreement pursuant to Diacrin promptly Section 8.1(c) or 8.1(e), (but in B) at any event no later than one business day time after the date of termination) this Agreement and at or before the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part date of the transactions contemplated by Company Stockholders Meeting a Company Acquisition Proposal shall have been publicly announced and not withdrawn (a “Public Proposal”) with respect to the Company, and if (C) within 18 months of the date of such termination of this Reorganization Agreement. In , the event that Diacrin Company or GenVecany of the Company Subsidiaries consummates any Company Acquisition, as then the case may be, shall fail to Company will pay the Company Termination Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that of such consummation; and (iv) if (A) Parent shall terminate this Agreement pursuant to Section 8.1(f) or 8.1(i), (B) at any time after the Fee or date of this Agreement and before such expenses became due, at termination a rate equal Public Proposal with respect to the rate of interest Company shall have been publicly announced by Citibankand not withdrawn, N.A.(C) following the occurrence of such Public Proposal, from time the Company shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to time, as such bank’s prime rate plus 1.00%. Payment the failure of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in Effective Time to occur prior to the event of willful or intentional breach termination of this Reorganization Agreement, and if (D) within 18 months of the date of such termination of this Agreement, the Company or any of the Company Subsidiaries consummates any Company Acquisition, then the Company will pay the Company Termination Fee on the date of such consummation.

Expenses and Fees. (a) Each party hereto shall bear Subject to Section 6.09(b) and pay Section 6.09(c), all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. Expenses incurred in this Reorganization Agreementconnection with preparing, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs filing the Registration Statement, the Offer Documents, the listing of the Parent Stock on the NYSE and the filing fees associated required in connection with any required filings under the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties HSR Act shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Mergerborne by Parent. (b) Diacrin The Company agrees thatto pay to Parent the fees set forth below under the following circumstances: (1i) if If (A) GenVec or Diacrin shall terminate after the date of this Reorganization Agreement pursuant and prior to Section 6.1(d)the consummation of the Offer, any Person publicly announces a Company Acquisition Proposal which has not been expressly and bona fide publicly withdrawn, (B) prior this Agreement is terminated (x) by either the Company or Parent pursuant to Section 8.01(b)(i) and at the time of such failure to so approve this Reorganization Agreement termination the condition specified in paragraph (d)(ii) of Annex A is satisfied and the Plan of Mergerconditions specified in (a)(ii) or (b) on Annex A have not been satisfied, or prior (y) by Parent pursuant to the time such meeting is so adjourned, 8.01(c) as a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, result of a breach of a covenant or other affirmative obligation and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an of this Agreement, the Company enters into a definitive agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after a Company Acquisition Transaction or consummates a Company Acquisition Transaction, then the Company shall pay to Parent by wire transfer of same-day funds $100,000,000 (the "Company Termination Fee") less amounts previously paid pursuant to clause (iii) below, at the earlier of the date the Company enters into a definitive agreement providing for a Company Acquisition Transaction and the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date consummation of such terminationthe Company Acquisition Transaction. Solely for the purposes of this Section 6.09(b)(i), then Diacrin the term "Company Acquisition Transaction" shall have the meaning assigned to such term in Section 9.03(a), except that all references to "15%" or "85%" shall be changed to "50%". (ii) If Parent terminates this Agreement pursuant to Section 8.01(e), the Company shall pay to GenVec on Parent the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and Company Termination Fee within two (2) if GenVec Business Days following termination by wire transfer of same-day funds to an account specified in writing by Parent. (iii) If Parent terminates this Agreement pursuant to Section 8.01(c), then the Company shall pay Parent $10,000,000 within two (2) Business Days following termination by wire transfer of same-day funds to an account specified in writing by Parent; provided, however, that Parent shall not be entitled to such fee if, at the time of termination, the Company would be entitled to terminate this Agreement pursuant to Section 6.1(g8.01(d). (iv) If the Company terminates this Agreement pursuant to Section 8.01(f), then Diacrin the Company shall pay Parent the Company Termination Fee concurrently with such termination by wire transfer of same-day funds to GenVec promptly (but an account specified in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundswriting by Parent. (c) GenVec Subject to subparagraph (d) below, Parent agrees thatto pay to the Company the fees set forth below under the following circumstances: (1i) if (A) Diacrin or GenVec shall terminate If the Company terminates this Reorganization Agreement pursuant to Section 6.1(e8.01(d), then Parent shall pay the Company $10,000,000 within two (B2) prior Business Days following termination by wire transfer of same-day funds to an account specified in writing by the Company; provided, however, that the Company shall not be entitled to such fee if, at the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay Parent would be entitled to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h8.01(c). (ii) If the Company has been required to pay Medicis the $90,000,000 termination fee under the Medicis Agreement, and (A) if the Company terminates this Agreement pursuant to Section 8.01(d) and the Offer is not consummated or (B) the Offer is not consummated on or prior to the Termination Date and the conditions set forth in paragraph (c) in Annex A have not been not satisfied (unless the conditions in paragraph (c) of Annex A are not satisfied because the Company has been unable to divest the Reloxin Assets as contemplated herein) (the events in clauses (A) and (B), each a "Parent Fee Triggering Event"); then GenVec Parent shall pay the Company $90,000,000 (the "Parent Termination Fee"), in addition to Diacrin promptly any amounts payable under Section 6.09(c)(i), within two (but in any event no later than one business day after 2) Business Days following the date of termination) termination by wire transfer of same-day funds to an account specified in writing by the Fee, which amount shall be payable in immediately available fundsCompany. (d) Diacrin and GenVec acknowledge The parties agree that (i) actual damages to the agreements contained Company in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin the Offer is not consummated are difficult to ascertain, (ii) the Parent Termination Fee and any amounts payable pursuant to Section 6.09(c)(i) represent a reasonable estimate of such damages if the Offer is not consummated as a result of a Parent Fee Triggering Event or GenVecif the Company terminates this Agreement pursuant to Section 8.01(d), as the case may be, and (iii) the Parent Termination Fee and any amounts payable pursuant to Section 6.09(c)(i) is the appropriate aggregate amount of liquidated damages in such events and not a penalty. Payment of any applicable fees by Parent pursuant to Section 6.09(c) shall fail to pay be the Company's sole remedy in the event of any Parent Fee Triggering Event or any expenses when due, the term “expenses” shall be deemed termination pursuant to include the costs and expenses actually incurred or accrued by Diacrin or GenVecSection 8.01(d), as the case may be (includingbe; provided, without limitationhowever, that notwithstanding the foregoing, the reasonable fees and expenses Company shall be entitled to file suit or otherwise seek to recover money damages from Parent or Merger Sub for any breach of counsel) this Agreement by Parent or Merger Sub, in connection with which event the collection under and enforcement first sentence of this Section 7.1, together with interest on 6.09(d) shall not apply and the Company automatically shall be deemed to have unconditionally and irrevocably waived and disclaimed (A) any right to seek specific performance of any terms hereof pursuant to Section 9.10 hereof or otherwise and (B) any right to collect or direct the payment of any amounts that otherwise would be payable pursuant to Sections 6.09(c)(i) or (ii) in the absence of this proviso and such unpaid Fee unconditional and expenses, commencing on irrevocable waiver. (e) Each of Parent and the date Company acknowledges that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees agreements contained in Sections 6.09(b) and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.6.09

Expenses and Fees. (a) Each party hereto shall bear and pay all All costs and expenses incurred by it in connection with this Agreement and the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counselhereby shall be paid by the party incurring such expenses, except that GenVec and Diacrin each shall bear and pay 50% of all those expenses incurred in connection with printing and mailing costs and filing fees associated with the Registration Proxy Statement shall be shared equally by Parent and the Joint Proxy Statement/Prospectus. Notwithstanding Company. (b) The Company agrees to pay to Parent a fee equal to $160 million in immediately available funds if: (i) the foregoing provisions Company terminates this Agreement pursuant to clause (v) of Section 7.01, which fee shall be payable at the time notice of such termination is delivered by the Company to Parent; (ii) Parent terminates this Agreement pursuant to clause (vi) of Section 7.17.01, if which fee shall be payable within two business days of such termination; (iii) this Reorganization Agreement is terminated pursuant to clause (vii) of Section 7.01 at a time at which Parent is not in material breach of its representations, warranties, covenants and agreements contained in this Agreement and (A) on or after the Plan of Merger are terminated by either party pursuant to Section 6.1(b) date hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect prior to the fees Company Stockholders’ Meeting, a proposal by a third party relating to an Acquisition Transaction had been publicly proposed or publicly announced; and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect (B) on or prior to the payment of such fees and expenses by the parties shall be made within thirty days 12 month anniversary of the termination of this Reorganization Agreement Agreement, the Company or any of its subsidiaries or affiliates enters into an agreement or letter of intent (or resolves or announces an intention to do so) with respect to an Acquisition Transaction involving a person, entity or group if such person, entity or group (or any member of such group, or any affiliate of any of the foregoing) made a proposal with respect to an Acquisition Transaction relating to the acquisition of more than 50% of the assets or stock of the Company on or after the date hereof and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination Company Stockholders’ Meeting and such Diacrin Takeover Proposal Acquisition Transaction is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is consummated a fee of $1,200,000 (the “Fee”), which amount shall be payable in immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available fundsconsummated. (c) GenVec agrees that: (1) if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses actually incurred or accrued by Diacrin or GenVec, as the case may be (including, without limitation, the reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.1, together with interest on such unpaid Fee and expenses, commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, as such bank’s prime rate plus 1.00%. Payment of the fees and expenses described in this Section 7.1 shall not be in lieu of any damages incurred in the event of willful or intentional breach of this Reorganization Agreement.