Common use of Research Program Subcontracts Clause in Contracts

Research Program Subcontracts. With the prior approval of the Executive Committee, GenVec or Warner may enter into or modify existing agreements with Third Parties for the performance of activities in furtherance of the Research Program for which Warner will be responsible for paying in connection with the Research Program. Warner shall be responsible for directly paying to the Third Party all compensation required to be paid pursuant to such Agreement and/or for reimbursing GenVec for all expenses incurred by GenVec in connection with such agreements, including, without limitation, the out-of-pocket costs of negotiating and preparing such agreements. It is understood and agreed that Warner shall have the principal responsibility for negotiating such agreements, unless otherwise agreed by the Parties. The Party with principal responsibility for negotiating such agreements shall keep the other Party fully informed with respect to such negotiations, and such other Party shall have the right to review and comment on such agreements prior to execution, provided such review shall be conducted at such other Party's expense. Notwithstanding the above, it is understood and agreed that the prior approval of the Executive Committee shall not be required pursuant to this Section 2.2.4 with respect to GenVec's support of research at * as it relates to the Research Program, or any modification thereof (provided, it is understood that Warner's payment obligations with respect to the Research Program shall not increase as a result of any such modifications to GenVec's existing agreements with *), and Warner acknowledges that GenVec has notified Warner that GenVec is currently negotiating modifications to its existing research support agreements with *. It is understood and agreed that GenVec shall be responsible for negotiating and preparing such agreements and for paying all out-of-pocket costs incurred in connection with such activities.

Research Program Subcontracts. With the prior approval of the ----------------------------- Executive Committee, GenVec or Warner may enter into or modify existing agreements with Third Parties for the performance of activities in furtherance of the Research Program for which Warner will be responsible for paying in connection with the Research Program. Warner shall be responsible for directly paying to the Third Party all compensation required to be paid pursuant to such Agreement and/or for reimbursing GenVec for all expenses incurred by GenVec in connection with such agreements, including, without limitation, the out-of-of- pocket costs of negotiating and preparing such agreements. It is understood and agreed that Warner shall have the principal responsibility for negotiating such agreements, unless otherwise agreed by the Parties. The Party with principal responsibility for negotiating such agreements shall keep the other Party fully informed with respect to such negotiations, and such other Party shall have the right to review and comment on such agreements prior to execution, provided such review shall be conducted at such other Party's expense. Notwithstanding the above, it is understood and agreed that the prior approval of the Executive Committee shall not be required pursuant to this Section 2.2.4 with respect to GenVec's support of research at * as it relates to the Research Program, or any modification thereof (provided, it is understood that Warner's payment obligations with respect to the Research Program shall not increase as a result of any such modifications to GenVec's existing agreements with *), and Warner acknowledges that GenVec has notified Warner that GenVec is currently negotiating modifications to its existing research support agreements with *. It is understood and agreed that GenVec shall be responsible for negotiating and preparing such agreements and for paying all out-of-pocket costs incurred in connection with such activities.

Research Program Subcontracts. With the prior approval of the ----------------------------- Executive Committee, GenVec or Warner may enter into or modify existing agreements with Third Parties for the performance of activities in furtherance of the Research Program for which Warner will be responsible for paying in connection with the Research Program. Warner shall be responsible for directly paying to the Third Party all compensation required to be paid pursuant to such Agreement and/or for reimbursing GenVec for all expenses incurred by GenVec in connection with such agreements, including, without limitation, the out-of-of- pocket costs of negotiating and preparing such agreements. It is understood and agreed that Warner shall have the principal responsibility for negotiating such agreements, unless otherwise agreed by the Parties. The Party with principal responsibility for negotiating such agreements shall keep the other Party fully informed with respect to such negotiations, and such other Party shall have the right to review and comment on such agreements prior to execution, provided such review shall be conducted at such other Party's expense. Notwithstanding the above, it is understood and agreed that the prior approval of the Executive Committee shall not be required pursuant to this Section 2.2.4 with respect to GenVec's support of research at * [*] as it relates to the Research Program, or any modification thereof (provided, it is understood that Warner's payment obligations with respect to the Research Program shall not increase as a result of any such modifications to GenVec's existing agreements with [*)], and Warner acknowledges that GenVec has notified Warner that GenVec is currently negotiating modifications to its existing research support agreements with [*]. It is understood and agreed that GenVec shall be responsible for negotiating and preparing such agreements and for paying all out-of-pocket costs incurred in connection with such activities.