Item 1.01 Entry Into a Material Definitive Agreement.

GenVec, Inc., a Delaware corporation ("GenVec"), entered into a purchase agreement on May 27, 2009 with an institutional investor (the "Investor Purchase Agreement") relating to the issuance and sale by GenVec of up to 9,615,385 shares (the "Shares") of its common stock, par value $0.001 per share ("Common Stock"), and warrants (the "Warrants") to purchase up to an aggregate of 9,615,385 shares of Common Stock (the "Offering"). The Shares and the Warrants are being sold in units (the "Units") at a price of $0.624 per Unit, with each Unit consisting of one share of Common Stock and a Warrant to purchase one share of Common Stock at an exercise price of $0.858 per share. The Shares and the Warrants are immediately separable and will be issued separately. The Warrants have a five year term from the date of issuance, will not be exercisable prior to six months after issuance and will include provisions providing for adjustments to the number of shares exercisable thereunder upon stock dividends, stock splits and similar events.

The Company entered into a placement agency agreement dated May 27, 2009 (the "Placement Agency Agreement") with Merriman Curhan Ford & Co. (the "Placement Agent") pursuant to which the Placement Agent agreed to act as exclusive placement agent on a best efforts basis for the Offering. The Placement Agent will receive a fee equal to 6% of the gross purchase price of the Units (excluding any consideration that may be paid in the future upon exercise of the Warrants).

GenVec is making the Offering pursuant to a shelf registration statement on Form S-3 (Registration No. 333-140373) declared effective by the Securities and Exchange Commission on February 12, 2007.

A copy of the Investor Purchase Agreement is attached hereto as Exhibit 10.1 to this report and is incorporated herein by reference. The description of the Investor Purchase Agreement is a summary only and is qualified in its entirety by reference to Exhibit 10.1. A copy of the Form of Warrant is attached hereto as Exhibit 4.1 to this report and is incorporated herein by reference. The description of the Warrants is a summary only and is qualified in its entirety by reference to Exhibit 4.1. A copy of the form of Placement Agency Agreement is attached hereto as Exhibit 1.1 to this report and is incorporated herein by reference. The description of the Placement Agency Agreement is a summary only and is qualified in its entirety by reference to Exhibit 1.1.

The legal opinion of Hogan & Hartson LLP relating to the Shares, the Warrants and Common Stock issuable upon exercise of the Warrants is attached as Exhibit 5.1 to this report. The aggregate net proceeds from the Offering, after deducting the Placement Agent's fee and the estimated offering expenses payable by GenVec, are expected to be approximately $5.5 million. On May 28, 2009, GenVec issued a press release with respect to the pricing of its offer and sale of the Units. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1 Placement Agency Agreement, dated as of May 27, 2009, by and among GenVec and Merriman Curhan Ford & Co.

4.1 Form of Warrant.

5.1 Opinion of Hogan & Hartson LLP.

10.1 Investor Purchase Agreement.

23.1 Consent of Hogan & Hartson LLP (included in Exhibit 5.1).

99.1 GenVec, Inc. press release dated May 28, 2009.

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