Attached files
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| EX-99.1 - GENVEC INC | v206710_ex99-1.htm |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 22, 2010
GENVEC,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-24469
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23-2705690
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
|
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of
Incorporation)
|
File
Number)
|
Identification
No.)
|
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65 West Watkins Mill Road, Gaithersburg,
Maryland
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20878
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(240) 632
0740
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
Section
7 – Regulation FD
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Item
7.01
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Regulation
FD Disclosure
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On
December 29, 2010, GenVec, Inc. (the “Company”) issued a press release
announcing the agreement described in Item 8.01 below. A copy of the
press release is attached to this Current Report on Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
Section
8 – Other Events
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Item
8.01
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Other
Events
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On
December 22, 2010, the Company and Merial Limited (“Merial”) entered into a
License Agreement (the “Agreement”) related to the development and
commercialization of the Company’s proprietary vaccine technology for use
against foot-and-mouth disease (“FMD”). Pursuant to the terms of the
Agreement, the Company granted Merial an exclusive, worldwide, royalty bearing
license, with the right to sublicense pursuant to the terms of the Agreement, to
specified intellectual property for the development, use, manufacture,
marketing, and sale of vaccines for use against FMD. Merial will be
responsible for all costs related to the development and commercialization of
FMD vaccines.
In
consideration for the rights granted to Merial under the Agreement, Merial has
agreed to pay milestone payments to the Company of up to $950,000 in the
aggregate. Further, the Company will be entitled to royalty payments
in the mid-single digits on sales of licensed products.
Under the
Agreement, the Company has reserved all rights necessary to perform its
obligations under contracts with the United States Government, including its
agreement with the United States Department of Homeland Security dated February
12, 2010.
The
Agreement may be terminated by either party in certain circumstances, including
events of insolvency of the other party or an unremedied material breach, in
each case after providing the notice required under the Agreement. Merial may
also terminate the Agreement, in whole or in part, upon 60 days prior written
notice for convenience.
Section
9 – Financial Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits
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Exhibit
99.1
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Press
Release of GenVec, Inc. issued on December 29,
2010
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2
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| GENVEC, INC. | ||
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Date:
December 29, 2010
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By:
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/s/ DOUGLAS J. SWIRSKY
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Douglas
J. Swirsky
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||
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Senior
Vice President, Chief Financial Officer, Treasurer and Corporate
Secretary
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||
3
EXHIBIT
INDEX
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99.1
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Press
Release of GenVec, Inc. issued on December 29,
2010
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4