GeoVax Labs, Inc. (Form: 10-Q, Received: 11/06/2009 06:12:06)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-52091

GEOVAX LABS, INC.

(Exact name of Registrant as specified in its charter)


Delaware
(State or other jurisdiction		87-0455038
of incorporation or organization)		(I.R.S. Employer Identification No.)

1900 Lake Park Drive
Suite 380
Smyrna, Georgia		30080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ( 678) 384-7220

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 45 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes o No þ

As of November 6, 2009, 779,888,307 shares of the Registrant’s common stock, $.001 par value, were issued and outstanding.

GEOVAX LABS, INC.
AND SUBSIDIARY

Index


	Page
Part I — FINANCIAL INFORMATION

Item 1 Condensed Consolidated Financial Statements:

Condensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008		1

Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2009 and 2008 and for the period from inception (June 27, 2001) to September 30, 2009		2

Condensed Consolidated Statements of Stockholders’ Equity (Deficiency) for the period from inception (June 27, 2001) to September 30, 2009		3

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 and for the period from inception (June 27, 2001) to September 30, 2009		5

Notes to Condensed Consolidated Financial Statements		6

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		10

Item 3 Quantitative and Qualitative Disclosures about Market Risk		14

Item 4 Controls and Procedures		14

Part II. — OTHER INFORMATION

Item 1 Legal Proceedings		15

Item 1A Risk Factors		15

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		15

Item 3 Defaults Upon Senior Securities		15

Item 4 Submission of Matters to a Vote of Security Holders		15

Item 5 Other Information		15

Item 6 Exhibits		16

SIGNATURES		17
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Part I — FINANCIAL INFORMATION

Item 1 Financial Statements

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,416,692		$	2,191,180
Grant funds receivable		544,238			311,368
Prepaid expenses and other		53,292			299,286


Total current assets		4,014,222			2,801,834

Property and equipment, net of accumulated depreciation of $150,587 and $112,795 at September 30, 2009 and December 31, 2008, respectively		163,788			138,847

Other assets:
Licenses, net of accumulated amortization of $152,940 and $134,276 at September 30, 2009 and December 31, 2008, respectively		95,916			114,580
Deposits and other		980			980


Total other assets		96,896			115,560


Total assets	$	4,274,906		$	3,056,241


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	98,354		$	176,260
Amounts payable to Emory University (a related party)		250,420			170,162


Total current liabilities		348,774			346,422

Commitments

Stockholders’ equity:
Common stock, $.001 par value, 900,000,000 shares authorized 778,487,547 and 747,448,876 shares outstanding at September 30, 2009 and December 31, 2008, respectively		778,488			747,449
Additional paid-in capital		19,842,217			16,215,966
Deficit accumulated during the development stage		(16,694,573	)		(14,253,596	)


Total stockholders’ equity		3,926,132			2,709,819


Total liabilities and stockholders’ equity	$	4,274,906		$	3,056,241

See accompanying notes to financial statements.

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended						Nine Months Ended						From Inception
	September 30,						September 30,						(June 27,2001) to
	2009			2008			2009			2008			September 30, 2009
Revenues
Grant revenue	$	1,808,551		$	1,322,502		$	3,271,506		$	2,298,571		$	9,829,861

		1,808,551			1,322,502			3,271,506			2,298,571			9,829,861

Operating expenses:
Research and development		1,470,200			1,362,490			3,530,329			2,725,176			16,021,992
General and administrative		573,906			698,948			2,203,776			2,322,292			10,801,901

Total operating expenses		2,044,106			2,061,438			5,734,105			5,047,468			26,823,893


Loss from operations		(235,555	)		(738,936	)		(2,462,599	)		(2,748,897	)		(16,994,032	)

Other income (expense)
Interest income		4,740			16,828			21,622			59,927			305,128
Interest expense		—			—			—			—			(5,669	)

		4,740			16,828			21,622			59,927			299,459


Net loss and comprehensive loss	$	(230,815	)	$	(722,108	)	$	(2,440,977	)	$	(2,688,970	)	$	(16,694,573	)


Basic and diluted:
Loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.04	)
Weighted average shares		756,722,052			744,082,804			752,538,759			738,098,197			458,538,469

See accompanying notes to financial statements.

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


											Deficit
											Accumulated			Total
								Stock			during the			Stockholders’
	Common Stock				Additional			Subscription			Development			Equity
	Shares		Amount		Paid In Capital			Receivable			Stage			(Deficiency)
Capital contribution at inception (June 27, 2001)		—	$	—	$	10		$	—		$	—		$	10
Net loss for the year ended December 31, 2001		—		—		—			—			(170,592	)		(170,592	)

Balance at December 31, 2001		—		—		10			—			(170,592	)		(170,582	)
Sale of common stock for cash		139,497,711		139,498		(139,028	)		—			—			470
Issuance of common stock for technology license		35,226,695		35,227		113,629			—			—			148,856
Net loss for the year ended December 31, 2002		—		—		—			—			(618,137	)		(618,137	)

Balance at December 31, 2002		174,724,406		174,725		(25,389	)		—			(788,729	)		(639,393	)
Sale of common stock for cash		61,463,911		61,464		2,398,145			—			—			2,459,609
Net loss for the year ended December 31, 2003		—		—		—			—			(947,804	)		(947,804	)

Balance at December 31, 2003		236,188,317		236,189		2,372,756			—			(1,736,533	)		872,412
Sale of common stock for cash and stock subscription receivable		74,130,250		74,130		2,915,789			(2,750,000	)		—			239,919
Cash payments received on stock subscription receivable		—		—		—			750,000			—			750,000
Issuance of common stock for technology license		2,470,998		2,471		97,529			—			—			100,000
Net loss for the year ended December 31, 2004		—		—		—			—			(2,351,828	)		(2,351,828	)

Balance at December 31, 2004		312,789,565		312,790		5,386,074			(2,000,000	)		(4,088,361	)		(389,497	)
Cash payments received on stock subscription receivable		—		—		—			1,500,000						1,500,000
Net loss for the year ended December 31, 2005		—		—		—			—			(1,611,086	)		(1,611,086	)

Balance at December 31, 2005		312,789,565		312,790		5,386,074			(500,000	)		(5,699,447	)		(500,583	)
Cash payments received on stock subscription receivable		—		—		—			500,000			—			500,000
Conversion of preferred stock to common stock		177,542,538		177,543		897,573			—			—			1,075,116
Common stock issued in connection with merger		217,994,566		217,994		1,494,855			—			—			1,712,849
Issuance of common stock for cashless warrant exercise		2,841,274		2,841		(2,841	)		—			—			—
Net loss for the year ended December 31, 2006		—		—		—			—			(584,166	)		(584,166	)

Balance at December 31, 2006		711,167,943		711,168		7,775,661			—			(6,283,613	)		2,203,216
Sale of common stock for cash		20,336,433		20,336		3,142,614			—			—			3,162,950
Issuance of common stock upon stock option exercise		123,550		124		4,876			—			—			5,000
Stock-based compensation expense		—		—		1,518,496			—			—			1,518,496
Net loss for the year ended December 31, 2007		—		—		—			—			(4,241,796	)		(4,241,796	)

Balance at December 31, 2007		731,627,926		731,628		12,441,647			—			(10,525,409	)		2,647,866

Continued on following page

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


									Deficit
									Accumulated			Total
							Stock		during the			Stockholders’
	Common Stock				Additional		Subscription		Development			Equity
	Shares		Amount		Paid In Capital		Receivable		Stage			(Deficiency)
Balance at December 31, 2007		731,627,926		731,628		12,441,647		—		(10,525,409	)		2,647,866
Sale of common stock for cash in private placement transactions		8,806,449		8,806		1,356,194		—		—			1,365,000
Transactions related to common stock purchase agreement with Fusion Capital		6,514,501		6,515		399,576		—		—			406,091
Stock-based compensation:
Stock options		—		—		1,798,169		—		—			1,798,169
Consultant warrants		—		—		146,880		—		—			146,880
Issuance of common stock for consulting services		500,000		500		73,500		—		—			74,000
Net loss for the year ended December 31, 2008		—		—		—		—		(3,728,187	)		(3,728,187	)

Balance at December 31, 2008		747,448,876		747,449		16,215,966		—		(14,253,596	)		2,709,819
Transactions related to common stock purchase agreement with Fusion Capital (unaudited)		7,784,882		7,785		1,032,215		—		—			1,040,000
Sale of common stock for cash upon exercise of stock purchase warrant (unaudited)		23,141,289		23,141		1,476,859		—		—			1,500,000
Stock-based compensation (unaudited):
Stock options		—		—		1,087,530		—		—			1,087,530
Consultant warrants		—		—		15,134		—		—			15,134
Issuance of common stock for consulting services		112,500		113		14,513		—		—			14,626
Net loss for the nine months ended September 30, 2009 (unaudited)		—		—		—		—		(2,440,977	)		(2,440,977	)


Balance at September 30, 2009 (unaudited)		778,487,547	$	778,488	$	19,842,217	$	—	$	(16,694,573	)	$	3,926,132

See accompanying notes to financial statements.

GEOVAX LABS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


							From Inception
	Nine Months Ended September 30,						(June 27, 2001) to
	2009			2008			September 30, 2009
Cash flows from operating activities:
Net loss	$	(2,440,977	)	$	(2,688,970	)	$	(16,694,573	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		56,456			38,064			303,527
Accretion of preferred stock redemption value		—			—			346,673
Stock-based compensation expense		1,117,290			1,620,295			4,654,835
Changes in assets and liabilities:
Grant funds receivable		(232,870	)		(182,587	)		(544,238	)
Prepaid expenses and other current assets		245,994			(246,625	)		(53,292	)
Deposits and other assets		—			—			(980	)
Accounts payable and accrued expenses		2,352			(82,722	)		348,774

Total adjustments		1,189,222			1,146,425			5,055,299

Net cash used in operating activities		(1,251,755	)		(1,542,545	)		(11,639,274	)

Cash flows from investing activities:
Purchase of property and equipment		(62,733	)		(71,646	)		(314,375	)

Net cash used in investing activities		(62,733	)		(71,646	)		(314,375	)

Cash flows from financing activities:
Net proceeds from sale of common stock		2,540,000			2,408,541			14,641,898
Net proceeds from sale of preferred stock		—			—			728,443

Net cash provided by financing activities		2,540,000			2,408,541			15,370,341

Net increase in cash and cash equivalents		1,225,512			794,350			3,416,692
Cash and cash equivalents at beginning of period		2,191,180			1,990,356			—


Cash and cash equivalents at end of period	$	3,416,692		$	2,784,706		$	3,416,692

Supplemental disclosure of cash flow information:
Interest paid	$	—		$	—		$	5,669

See accompanying notes to financial statements.

GEOVAX LABS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2009

1. Description of Company and Basis of Presentation

GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a biotechnology company focused on developing human vaccines for diseases caused by Human Immunodeficiency Virus (HIV) and other infectious agents. The Company has exclusively licensed from Emory University (“Emory”) vaccine technology which was developed in collaboration with the National Institutes of Health (“NIH”) and the Centers for Disease Control and Prevention (“CDC”). The Company is incorporated under the laws of the State of Delaware and its principal offices are located in Smyrna, Georgia (metropolitan Atlanta area).

GeoVax is devoting all of its present efforts to research and development and is a development stage enterprise as defined by Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 915, “ Development Stage Entities ”. The accompanying financial statements at September 30, 2009 and for the three month and nine month periods ended September 30, 2009 and 2008 are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008. Our operating results are expected to fluctuate for the foreseeable future. Therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods.

The Company disclosed in Note 2 to its financial statements included in the Form 10-K for the year ended December 31, 2008 those accounting policies that it considers significant in determining its results of operations and financial position. There have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.

2. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2009, the FASB issued guidance now codified as ASC Topic 105, “ Generally Accepted Accounting Principles ”, as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”). ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative GAAP by providing all authoritative literature related to a particular topic in one place (the “Codification”). The Codification became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of ASC Topic 105, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative. The provisions of ASC Topic 105 are effective for interim and annual periods ending after September 15, 2009 and, accordingly, are effective for the Company for the current fiscal reporting period. The adoption of ASC Topic 105 did not have an impact on our results of operations, financial position, or cash flows, but will impact our financial reporting process by eliminating all references to pre-codification standards. All references to accounting literature included in the notes to our financial statements have been changed to reference the appropriate sections of the Codification.

Following ASC Topic 105, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The FASB does not consider Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on changes in the Codification.

In September 2006, the FASB issued guidance now codified as ASC Topic 820, “Fair Value Measurements and Disclosures,” which provides enhanced guidance for using fair value to measure assets and liabilities, provides a common definition of fair value, and establishes a framework to make the measurement of fair value under GAAP more consistent and comparable. The pronouncement also requires expanded disclosures to provide information about the extent to which

fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. In February 2008, the FASB released additional guidance also now codified under ASC Topic 820, which delayed the January 1, 2008 effective date for application of certain guidance related to non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009. The implementation of this pronouncement did not have a material effect on our results of operations, financial position, or cash flows.

In March 2008, the FASB issued guidance now codified as ASC Topic 815, “ Derivatives and Hedging ”, which amends and expands the disclosure requirements previously required for derivative instruments and hedging activities. We adopted this pronouncement effective January 1, 2009 and it did not have a material effect on our results of operations, financial position, or cash flows.

In April 2008, the FASB issued guidance now codified as ASC Topic 350, “ Intangibles — Goodwill and Other ,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. We adopted the provisions of this pronouncement effective January 1, 2009, and it did not have a material effect on our results of operations, financial position, or cash flows.

In June 2008, the FASB issued guidance now codified as ASC Topic 260, “ Earnings Per Share .” This pronouncement addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore, need to be included in the earnings allocation in calculating earnings per share under the two-class method of computing earnings per share. This pronouncement requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share. We adopted this pronouncement effective January 1, 2009 and it did not have a material effect on our results of operations, financial position, or cash flows.

In April 2009, the FASB issued guidance now codified as ASC Topic 825, “ Financial Instruments,” which amends previous Topic 825 guidance to require disclosures about fair value of financial instruments in interim as well as annual financial statements. We adopted this pronouncement effective April 1, 2009 and it did not have a material effect on our results of operations, financial position, or cash flows.

In May 2009, the FASB issued guidance now codified as ASC Topic 855, “ Subsequent Events ,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted this pronouncement effective June 30, 2009 and it did not have a material effect on our results of operations, financial position, or cash flows. We have performed an evaluation of subsequent events through November 6, 2009, which is the date these financial statements were issued.

Recent Accounting Pronouncements Not Yet Adopted

We do not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on our financial statements.

3. Basic and Diluted Loss Per Common Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares primarily consist of employee stock options and warrants issued to investors. Common share equivalents which potentially could dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, as the effect would be anti-dilutive, totaled approximately 91.9 million and 111.5 million shares at September 30, 2009 and 2008, respectively.

4. Commitments

Lease Agreements

November 2009. Future minimum lease payments pursuant to the 62 month lease for the Smyrna Facility total $114,570 in 2010, $118,010 in 2011, $121,560 in 2012, $125,180 in 2013 and $128,920 in 2014.

Other Contractual Obligations

As of September 30, 2009, we had approximately $20,000 of unrecorded outstanding purchase commitments to our vendors and subcontractors. We expect to receive and pay for these materials and services within the next three to four months.

5. Stockholders’ Equity

Common Stock Transactions

We may, from time to time, issue shares of our common stock to consultants or other service providers in exchange for services. During August 2009, we entered into an agreement whereby we issued 112,500 shares of our common stock for consulting services and agreed to issue an additional 337,500 shares over the following twelve months. We recorded general and administrative expense of $14,626 for the three and nine month periods ended September 30, 2009 related to issuance of our common stock in exchange for services, as compared to $18,084 and $55,917 for the three and nine month periods ended September 30, 2008, respectively.

Common Stock Purchase Agreement

In May 2008, we signed a common stock purchase agreement (the “Purchase Agreement”) with Fusion Capital Fund II, LLC (“Fusion Capital”). The Purchase Agreement allows us to require Fusion Capital to purchase up to $10 million of our common stock in amounts ranging from $80,000 to $1.0 million per purchase transaction, depending on certain conditions, from time to time over a 25-month period beginning July 1, 2008, the date on which the SEC declared effective the registration statement related to the transaction.

The purchase price of the shares relating to the Purchase Agreement is based on the prevailing market prices of our shares at the times of the sales without any fixed discount, and we control the timing and amounts of any sales of shares to Fusion Capital. Fusion Capital does not have the right or the obligation to purchase any shares of our common stock on any business day that the purchase price of our common stock is below $0.05 per share. As primary consideration for entering into the Purchase Agreement, and upon the execution of the Purchase Agreement we issued to Fusion Capital 2,480,510 shares of our common stock as a commitment fee, and we agreed to issue to Fusion Capital up to an additional 2,480,510 commitment fee shares, on a pro rata basis, as we receive the $10 million of future funding. The Purchase Agreement may be terminated by us at any time at our discretion without any additional cost to us. There are no negative covenants, restrictions on future financings, penalties or liquidated damages in the agreement.

During the nine month period ended September 30, 2009, we sold 7,526,910 shares to Fusion Capital under the terms of the Purchase Agreement for an aggregate purchase price of $1,040,000, and we also issued an additional 257,972 shares to Fusion Capital pursuant to the pro rata deferred commitment fee arrangement mentioned above. As of September 30, 2009, Fusion Capital has purchased a cumulative total of 12,153,316 shares for $1,700,000 pursuant to the Purchase Agreement, and we have issued a total of 2,902,197 shares as a commitment fee.

During October and November 2009 (through November 6), we sold an additional 1,341,228 shares to Fusion Capital for an aggregate purchase price of $240,000, and issued 59,532 shares pursuant to the deferred commitment fee arrangement.

Stock Options

In 2006 we adopted the GeoVax Labs, Inc. 2006 Equity Incentive Plan (the “2006 Plan”) for the granting of qualified incentive stock options (“ISO’s”), nonqualified stock options, restricted stock awards or restricted stock bonuses to employees, officers, directors, consultants and advisors of the Company. The exercise price for any option granted may not be less than fair value (110% of fair value for ISO’s granted to certain employees). Options granted under the 2006 Plan have a maximum ten-year term and generally vest over four years. The Company has reserved 51,000,000 shares of its common stock for issuance under the 2006 Plan.

We did not grant any stock options pursuant to the 2006 Plan during the nine months ended September 30, 2009. As of September 30, 2009, there were nonqualified stock options covering a total of 45,764,424 shares of our common stock outstanding with a weighted average exercise price of $0.12 and a weighted average remaining contractual term of 5.5

years; including options as to 39,001,092 shares currently exercisable, with a weighted average exercise price of $0.12 and a weighted average remaining contractual term of 4.9 years.

Stock-based compensation expense related to the 2006 Plan was $317,701 and $1,087,530 for the three month and nine month periods ended September 30, 2009, as compared to $347,606 and $1,146,298 for the three month and nine month periods ended September 30, 2008, respectively. The table below shows the allocation of stock-based compensation expense related to our stock option plan between general and administrative expense and research and development expense. As of September 30, 2009, there was $656,254 of unrecognized compensation expense related to stock-based compensation arrangements subject to the 2006 Plan, which is expected to be recognized over a weighted average period of 1.7 years.


	Three Months Ended September 30,				Nine Months Ended September 30,
Expense Allocated to:	2009		2008		2009		2008

General and Administrative Expense	$	232,262	$	293,894	$	831,215	$	1,007,361
Research and Development Expense		85,439		53,712		256,316		438,937

Total Stock-Based Compensation Expense	$	317,701	$	347,606	$	1,087,530	$	1,446,298

Compensatory Warrants

We may, from time to time, issue stock purchase warrants to consultants or other service providers in exchange for services. As of September 30, 2009, there were a total of 2,970,000 shares of our common stock covered by outstanding stock warrants all of which are currently exercisable at a weighted average exercise price of $0.14 per share and a weighted-average remaining contractual life of 2.9 years. We recorded general and administrative expense of $15,134 for the three and nine month periods ended September 30, 2009 related to issuance of stock purchase warrants in exchange for services, as compared to $41,040 and $118,080 for the three and nine month periods ended September 30, 2008, respectively. As of September 30, 2009, there was $151,325 of unrecognized compensation expense related to compensatory warrant arrangements, which is expected to be recognized over a weighted average period of 1.3 years.

Investment Warrants

In addition to outstanding stock options and compensatory warrants, as of September 30, 2009 we had stock purchase warrants covering a total of 43,181,345 shares of our common stock which were issued to investors in previous transactions. Such warrants have a weighted-average exercise price of $0.34 per share and a weighted-average remaining contractual life of 2.8 years. During September 2009, we issued 23,141,289 shares of our common stock and received $1,500,000 upon the exercise of an outstanding stock purchase warrant.

6. Income Taxes

Because of our historically significant net operating losses, we have not paid income taxes since inception. We maintain deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets are comprised primarily of net operating loss carryforwards and also include amounts relating to nonqualified stock options and research and development credits. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of our future profitability and our ability to utilize the deferred tax assets. Utilization of operating losses and credits may be subject to substantial annual limitations due to ownership change provisions of Section 382 of the Internal Revenue Code. The annual limitation may result in the expiration of net operating losses and credits before utilization.

7. NIH Grant Funding

In September 2007, the National Institutes of Health (NIH) awarded us an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) grant to support our HIV/AIDS vaccine program. The project period for the grant, which is renewable annually, covers a five year period which commenced October 2007, with an expected annual award of generally between $3 and $4 million per year (approximately $18.3 million in the aggregate). The most recent award is for the period September 1, 2009 through August 31, 2010 in the amount of $4.7 million. We are utilizing this funding to further our HIV/AIDS vaccine development, optimization and production. We record revenue associated with the grant as the related costs and expenses are incurred and such revenue is reported as a separate line item in our statements of operations.

8. Related Party Transactions

In June 2008, we entered into two subcontracts with Emory for the purpose of conducting research and development activities associated with our IPCAVD grant from the NIH (see Note 7). During the three and nine month periods ended September 30, 2009, we recorded $389,158 and $853,608 of expense associated with these subcontracts as compared to $393,697 and $572,699 for the comparable periods of 2008. All amounts paid to Emory under these subcontracts are reimbursable to us pursuant to the NIH grant.

In March 2008, we entered into a consulting agreement with Donald Hildebrand, the Chairman of our Board of Directors and our former President and Chief Executive Officer, pursuant to which Mr. Hildebrand provides business and technical advisory services to the Company. The term of the consulting agreement began on April 1, 2008 and will end on December 31, 2009. During the three month and nine month periods ended September 30, 2009, we recorded $14,400 and $43,200, respectively, of expense associated with the consulting agreement as compared to $24,000 and $40,000 for the comparable periods of 2008.

Item 2 Management’s Discussion and Analysis of Financial Condition And Results of Operations

FORWARD LOOKING STATEMENTS

In addition to historical information, the information included in this Form 10-Q contains forward-looking statements. Forward-looking statements involve numerous risks and uncertainties and should not be relied upon as predictions of future events. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,”“expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates,” or “anticipates” or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions. Such forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and may be incapable of being realized. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•		whether we can raise additional capital as and when we need it;

•		whether we are successful in developing our products;

•		whether we are able to obtain regulatory approvals in the United States and other countries for sale of our products;

•		whether we can compete successfully with others in our market; and

•		whether we are adversely affected in our efforts to raise cash by the volatility and disruption of local and national economic, credit and capital markets and the economy in general.

Readers are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s analysis only. We assume no obligation to update forward-looking statements.

Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and adjusts the estimates as necessary. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Overview

GeoVax is a clinical-stage biotechnology company focused on developing human vaccines for diseases caused by Human Immunodeficiency Virus and other infectious agents. We have exclusively licensed from Emory University certain HIV vaccine technology which was developed in collaboration with the National Institutes of Health (NIH) and the Centers for Disease Control and Prevention.

Our HIV vaccine candidates have successfully completed preclinical efficacy testing in non-human primates and our preventative HIV vaccine candidate has completed Phase 1 clinical testing trials in humans. A Phase 2a human clinical trial for our preventative HIV vaccine candidate was initiated during the fourth quarter of 2008, and patient enrollment commenced in February 2009. The costs of conducting all of our human clinical trials to date have been borne by the HIV Vaccine Trials Network (HVTN), funded by the NIH, with GeoVax incurring costs associated with manufacturing the clinical vaccine supplies and other study support. HVTN is bearing the cost of conducting our ongoing Phase 2a human clinical study, but we cannot predict the level of support we will receive from HVTN for any additional clinical studies. Our operations are also partially supported by an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) Grant from the NIH. The project period for the grant covers a five year period which commenced October 2007, with an expected annual award of generally between $3-4 million per year (approximately $18.3 million in the aggregate). The grant is subject to annual renewal, with the latest grant award covering the period from September 2009 through August 2010 in the amount of $4.7 million. We intend to pursue additional grants from the federal government, however, as we progress to the later stages of our vaccine development activities, government financial support may be more difficult to obtain, or may not be available at all. It will, therefore, be necessary for us to look to other sources of funding in order to finance our development activities.

We anticipate incurring additional losses for several years as we expand our drug development and clinical programs and proceed into higher cost human clinical trials. Conducting clinical trials for our vaccine candidates in development is a lengthy, time-consuming and expensive process. We do not expect to generate product sales from our development efforts for several years. If we are unable to successfully develop and market pharmaceutical products over the next several years, our business, financial condition and results of operations will be adversely impacted.

Critical Accounting Policies and Estimates

Our significant accounting policies are summarized in Note 2 to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2008. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets.

Revenue Recognition. We recognize revenue in accordance with guidance issued by the SEC and now codified under FASB ASC Topic 605, “ Revenue Recognition ”. ASC Topic 605 provides guidance in applying U.S. generally accepted accounting principles to revenue recognition issues, and specifically addresses revenue recognition for upfront, nonrefundable fees received in connection with research collaboration agreements. Our revenue consists primarily of government grant revenue, which is recorded as income as the related costs are incurred.

Stock-Based Compensation. Effective January 1, 2006, we adopted a pronouncements by the FASB now codified under ASC Topic 718, “ Compensation — Stock Compensation ” and under ASC Topic 505, " Equity ”. This pronouncement requires the measurement and recognition of compensation expense for all share-based payments made to employees and directors based on estimated fair values on the grant date. We adopted the pronouncement using the prospective application method which requires us to apply the provisions prospectively to new awards and to awards modified, repurchased or cancelled after December 31, 2005. Awards granted after December 31, 2005 are valued at fair value in accordance with the provisions ASC Topic 718 and are recognized on a straight line basis over the service periods of each award.

Liquidity and Capital Resources

At September 30, 2009, we had cash and cash equivalents of $3,416,692 and total assets of $4,274,906, as compared to $2,191,180 and $3,056,241, respectively, at December 31, 2008. Working capital totaled $3,665,448 at September 30, 2009, compared to $2,455,412 at December 31, 2008.

Sources and Uses of Cash . We are a development-stage company (as defined by ASC Topic 915, " Development Stage Entities ”) and do not have any products approved for sale. Due to our significant research and development expenditures, we have not been profitable and have generated operating losses since our inception in 2001. Our primary sources of cash are from sales of our equity securities and from government grant funding.

Cash Flows from Operating Activities . Net cash used in operating activities was $1,251,755 for the nine month period ended September 30, 2009 as compared to $1,542,545 for the comparable period in 2008. Generally, the differences between years are due to fluctuations in our net losses which, in turn, result primarily from fluctuations in expenditures from our research activities, offset by net changes in our assets and liabilities.

In September 2007, the NIH awarded us an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) grant to support our HIV/AIDS vaccine program. The project period for the grant, which is renewable annually, covers a five year period which commenced October 2007, with an expected annual award of generally between $3 and $4 million per year (approximately $18.3 million in the aggregate). The most recent award is for the period September 1, 2009 through August 31, 2010 in the amount of $4.7 million. We are utilizing this funding to further our HIV/AIDS vaccine development, optimization, and production for human clinical trial testing. The funding we receive pursuant to this grant is recorded as revenue at the time the related expenditures are incurred, and thus partially offsets our net losses.

Cash Flows from Investing Activities . Our investing activities have consisted predominantly of capital expenditures. Capital expenditures for the nine months ended September 30, 2009 and 2008 were $62,733 and $71,646, respectively. In September 2009, we executed a lease agreement (effective November 1, 2009) for the relocation of our operations a short distance within the metropolitan Atlanta area. In connection with this move, we expect to incur approximately $115,000 in relocation-related costs (inclusive of facility improvements) and we also expect to incur between $50,000 and $75,000 of costs associated with the acquisition of equipment to replace that which was previously made available to us at our previous location.

Cash Flows from Financing Activities . Net cash provided by financing activities was $2,540,000 and $2,408,541 for the nine month periods ended September 30, 2009 and 2008, respectively. During the 2009 period we received $1,040,000 from the sale of our common stock to Fusion Capital (see discussion below) and $1,500,000 from the exercise of a previously outstanding stock purchase warrant which was to expire in September 2009. During the 2008 period, we received $2,262,450 from the sale of our common stock and warrants to individual accredited investors and $146,091 from the sale of our common stock to Fusion Capital, offset by costs associated with the financing arrangement.

In May 2008, we signed a Purchase Agreement with Fusion Capital Fund II, LLC, an Illinois limited liability company (“Fusion Capital”) which provides for the sale of up to $10 million of shares of our common stock. In connection with this agreement, we filed a registration statement related to the transaction with the SEC covering the shares that have been issued or may be issued to Fusion Capital under the Purchase Agreement. The SEC declared effective the registration statement on July 1, 2008, and we now have the right until July 31, 2010 to sell our shares of common stock to Fusion Capital from time to time in amounts ranging from $80,000 to $1 million per purchase transaction, depending on certain conditions as set forth in the Purchase Agreement. During the nine months ended September 30, 2009, we received $1,040,000 from the sale of our common stock to Fusion Capital pursuant to this arrangement. Through September 30, 2009, we have received a cumulative total of $1,700,000 from Fusion Capital, leaving $8,300,000 available pursuant to the Purchase Agreement as of that date. Depending on general stock market conditions, and the prevailing price of our common stock leading up to the date upon which the Purchase Agreement ends (July 31, 2010), we may not be able to, or may be choose not to, access the full amount remaining pursuant to the Purchase Agreement. The extent to which we rely on the Purchase Agreement as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the extent to which we can secure working capital from other sources if we choose to seek such other sources.

We believe that our current working capital, combined with the proceeds from the IPCAVD grant awarded annually from the NIH, will be sufficient to support our planned level of operations through 2010. We intend to draw on the Fusion Capital facility to increase our cash reserves to provide funding for our operations beyond 2010. Even if we are able to access the remainder of the full $10 million under the Purchase Agreement with Fusion Capital, we may still need additional capital in the future to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects. While we believe that we will be successful in obtaining the necessary financing to fund our operations through grants, the Purchase Agreement and/or other sources, there can be no assurances that such additional funding will be available to us on reasonable terms or at all.

Our capital requirements, particularly as they relate to product research and development, have been and will continue to be significant. We intend to seek FDA approval of our products, which may take several years. We will not generate revenues from the sale of our products for at least several years, if at all. We will be dependent on obtaining financing from third parties in order to maintain our operations, including our clinical program. Due to the existing uncertainty in the capital

and credit markets, and adverse regional and national economic conditions which may persist or worsen, capital may not be available on terms acceptable to the Company or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations, or to seek to merge with or to be acquired by another company.

We have no off-balance sheet arrangements that are likely or reasonably likely to have a material effect on our financial condition or results of operations.

Contractual Obligations

Since 2001, we have leased the office and laboratory space used for our operations in Atlanta, Georgia under a lease agreement with Emtech Biotechnology Development, Inc., a related party associated with Emory University. In September 2009, we executed a lease agreement, effective November 1, 2009, for approximately 8400 square feet of office and laboratory space located in Smyrna, Georgia (the “Smyrna Facility”) and we will vacate the Emtech facility during November 2009. Future minimum lease payments pursuant to the 62 month lease for the Smyrna Facility total approximately $608,000. As of September 30, 2009, we had approximately $20,000 of unrecorded outstanding purchase commitments to our vendors and subcontractors; we expect to receive and pay for these materials and services within the next three to four months

As of September 30, 2009, we had no other material firm purchase obligations or commitments, no committed lines of credit, and no other committed funding or long-term debt. We have employment agreements with our senior management team, each of which may be terminated with 30 days advance notice. We have no other contractual obligations, with the exception of commitments which are contingent upon the occurrence of future events.

Results of Operations

Net Loss

We recorded a net loss of $230,815 for the three months ended September 30, 2009 as compared to $722,108 for the three months ended September 30, 2008. For the nine months ended September 30, 2009, we recorded a net loss of $2,440,977, as compared to a net loss of $2,688,970 for the nine months ended September 30, 2008. Our net losses typically fluctuate due to the timing of activities and related costs associated with our vaccine research and development activities and our general and administrative costs, as described in more detail below.

Grant Revenue

During the three and nine month periods ended September 30, 2009 we recorded grant revenue of $1,808,551 and $3,271,506, respectively, as compared to $1,322,502 and $2,298,571, respectively, during the comparable periods of 2008. During 2007, we were awarded an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) grant by the NIH to support our HIV/AIDS vaccine program. The project period for the grant, which is renewable annually, covers a five year period which commenced October 2007, with an expected annual award of generally between $3 to $4 million per year (approximately $18.3 million in the aggregate). We are utilizing this funding to further our HIV/AIDS vaccine development, optimization and production. The grant is subject to annual renewal, with the latest grant award covering the period from September 2009 through August 2010 in the amount of $4.7 million. As of September 30, 2009, there is approximately $4.6 million remaining from the current grant year’s award and (assuming that the remaining budgeted amounts under the grant are awarded annually to the Company) there is an additional $7.5 million available through the grant for the remainder of the original five year project period (ending August 31, 2012).

Research and Development

During the three month and nine month periods ended September 30, 2009, we incurred $1,470,200 and $3,530,329, respectively, of research and development expense as compared to $1,362,490 and $2,725,176, respectively, during the three month and nine month periods ended September 30, 2008. Research and development expense for the three month and nine month periods of 2009 includes stock-based compensation expense of $85,439 and $256,316, respectively, while the comparable periods of 2008 include stock-based compensation expense of $53,712 and $438,937, respectively (see discussion under “ Stock-Based Compensation Expense ” below).

Research and development expenses can vary considerably on a period-to-period basis, depending on our need for vaccine manufacturing and testing of manufactured vaccine by third parties, and due to fluctuations in the timing of other external expenditures related to our IPCAVD grant from the NIH. The increase in research and development expense from the 2008 periods to the 2009 periods is due primarily to costs associated with our vaccine manufacturing activities in preparation for the commencement of Phase 2 clinical testing, costs associated with our activities funded by our NIH grant, and higher personnel costs associated with the addition of new scientific personnel. Our recently initiated Phase 2a clinical trial is being conducted and funded by the HVTN, but we are responsible for the manufacture of vaccine product to be used in the

trial. We cannot predict the level of support we may receive from HVTN or other federal agencies (or divisions thereof) for our future clinical trials. We expect that our research and development costs will continue to increase in 2010 and beyond as we progress through the human clinical trial process leading up to possible product approval by the FDA.

General and Administrative Expense

During the three month and nine month periods ended September 30, 2009, we incurred general and administrative costs of $573,906 and $2,203,776, respectively, as compared to $698,948 and $2,322,292, respectively, during the three month and nine month periods ended September 30, 2008. General and administrative costs include officers’ salaries, legal and accounting costs, patent costs, amortization expense associated with intangible assets, and other general corporate expenses. General and administrative expense for the three month and nine month periods of 2009 include stock-based compensation expense of $262,021 and $890,974, respectively; while the comparable periods of 2008 include stock-based compensation expense of $352,118 and $1,181,358, respectively (see discussion under “ Stock-Based Compensation Expense ” below). We expect that our general and administrative costs will increase in the future in support of expanded research and development activities and other general corporate activities

Stock-Based Compensation Expense

During the three month and nine month periods ended September 30, 2009, we recorded total stock-based compensation expense of $347,460 and $1,117,290, respectively, which is included in research and development expense, or general and administrative expense according to the classification of cash compensation paid to the employee, consultant or director to which the stock compensation was granted. Stock-based compensation expense for the three month and nine month periods ended September 30, 2008 was $405,830 and $1,620,295, respectively. In addition to amounts related to the issuance of stock options to employees, the figures include amounts related to common stock and stock purchase warrants issued to consultants. As of September 30, 2009, there was $807,579 of unrecognized compensation expense related to stock-based compensation arrangements.

Other Income

Interest income for the three month and nine month periods ended September 30, 2009 was $4,740 and $21,622, respectively, as compared to $16,828 and $52,927, respectively, for the three months and nine months ended September 30, 2008. The variances between periods are attributable to generally lower interest rates.

Item 3 Quantitative and Qualitative Disclosures About Market Risk

We do not currently have any market risk sensitive instruments held for trading purposes or otherwise, therefore, we do not have exposure to interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market risks.

Item 4 Controls and Procedures

Evaluation of disclosure controls and procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to management, including the chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management has carried out an evaluation, under the supervision and with the participation of our President and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting that occurred during the three months ended September 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1 Legal Proceedings

None

Item 1A Risk Factors

For information regarding factors that could affect the our results of operations, financial condition or liquidity, see the risk factors discussed under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K. See also “Forward-Looking Statements,” included in Item 2 of this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors previously disclosed in our most recent Annual Report on Form 10-K.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

None not previously disclosed on Form 8-K.

Item 3 Defaults Upon Senior Securities

None.

Item 4 Submission of Matters to a Vote of Security Holders

None.

Item 5 Other Information

None.

Item 6 Exhibits


Exhibit
Number		Description
2.1		Agreement and Plan of Merger dated January 20, 2006 by and among GeoVax, Inc., GeoVax Acquisition Corp. and Dauphin Technology, Inc. (1)

2.2		First Amendment to Agreement and Plan of Merger (2)

2.3		Second Amendment to Agreement and Plan of Merger (3)

3.1		Certificate of Incorporation (4)

3.2		Bylaws (4)

10.1*		Office and Laboratory Lease between UCB, Inc. and GeoVax, Inc.

31.1*		Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

31.2*		Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

32.1*		Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002


*		Filed herewith

(1)		Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2006.

(2)		Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2006.

(3)		Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2006.

(4)		Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2008.

The representations, warranties and covenants contained in the agreements identified above as exhibits, together with those incorporated by reference, were made only for the purposes of those agreements, are between and among the parties to them, as of specific dates, and are solely for the benefit of those parties. The agreements may be subject to contractual limitations agreed to by the parties as well as standards of materiality that differ from those generally applicable to investors, and may reflect an allocation of risk. Various provisions may be interpreted differently by the parties, and may be waived or modified. While the agreements constitute public disclosure under the federal securities laws, when reading representations, warranties and covenants in those agreements, investors should consider the foregoing, as well as information provided by us in this filing and in our other filings, and should not rely solely upon such agreements as characterizations of an actual state of facts.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


	GEOVAX LABS, INC. (Registrant)
Date: November 6, 2009	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer (duly authorized officer and principal financial officer)

EXHIBIT INDEX


Exhibit
Number		Description
10.1		Office and Laboratory Lease between UCB, Inc. and GeoVax, Inc.

31.1		Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

31.2		Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.1

Execution Version

OFFICE AND LABORATORY LEASE

between

UCB, INC.

Landlord

and

GEOVAX, INC.

Tenant

1900 LAKE PARK DRIVE

SMYRNA, GEORGIA 30080

LEASE SUMMARY


Date:		August 31, 2009

Landlord:		UCB, Inc., a Delaware corporation

Tenant:		GeoVax, Inc., a Georgia corporation

Premises and Floor(s) and		8,430 rentable square feet in Suites 360, 370 and 380 of the Building on
Expansion:		the ground floor located at 1900 Lake Park Drive, Smyrna Georgia 30080
[Section 1.1(b)]		(“Premises”)

		Tenant will only be charged for the use of 6,000 rentable square feet
		(“Rentable Area”), but has the right to beneficial occupancy of the
		entire Premises; provided, however, Landlord shall have the right to
		recapture up to 2,430 rentable square feet beginning from the demising
		wall on the left-hand side of Suite 360/370 with ninety (90) days prior
		written notice to Tenant and Landlord’s installation, at Landlord's
		expense, of a new demising wall.

		Landlord shall provide a Right of First Refusal on the 2,430 contiguous
		rentable square feet to be leased at the then current market lease rate
		(“Expanded Rentable Area”).

Lease Term:		Sixty-Two (62) months with two (2) months rent abatement outside the term
[Section 2.1]

Commencement Date:		November 1, 2009
[Section 2.1]

Rent Commencement:		January 1, 2010
[Section 2.1]

Expiration Date:		December 31, 2014
[Section 2.1]

Base Rental:		Full service Base Rental Rate, to be paid in equal monthly installments.
[Section 3.1]


Months	Rate/RSF Gross
1 - 2	$	0.00
3 - 12	$	19.00
13 - 24	$	19.57
25 - 36	$	20.16
37 - 48	$	20.76
49 - 60	$	21.38
61 - 62	$	22.02


Rent Credit:		$0


Security Deposit:		Last month’s rent or Eleven Thousand Ten Dollars ($11,010.00)

Landlord’s Address for the		UCB, Inc.
mailing of payments:		1950 Lake Park Drive
[Section 3.4]		Smyrna, Georgia 30080
		Attn: Scott Gee

Use: [Section 5.1]		General office use and laboratory use

Tenant’s Broker and Address		Stephanie Marino
for Notices:		CB Richard Ellis, Inc.
[Section 9.1]		3280 Peachtree Road
		Suite 1400
		Atlanta, GA 30305

Tenant’s Address for Notices:		GeoVax, Inc.
[Section 9.2]		1256 Briarcliff Road NE
		Atlanta, GA 30306
		Attn: Bob McNally, President and CEO

Landlord’s Address for		UCB, Inc.
Notices:		1950 Lake Park Drive
[Section 9.2]		Smyrna, Georgia 30080
		Attn: Scott Gee

		Jay Dowlen
Landlord’s Broker and		CB Richard Ellis, Inc.
Address for		3280 Peachtree Road
Notices:		Suite 1400
		Atlanta, GA 30305
[Section 9.2]

Landlord’s Allowance:		Landlord, at Landlord’s expense, shall repaint and re-carpet the Premises
[Section 4.1]		and replace the missing ceiling tiles in the Premises with finishes
		mutually agreeable to Landlord and Tenant, such cost not to exceed $7.50
		per rentable square foot ($45,000.00). Except as otherwise provided in
		this Section 4.1, Tenant is accepting the Premises as is, and the
		Landlord shall have no obligation whatsoever to perform and contribute to
		any additional tenant improvements for the Premises.

1900 LAKE PARK DRIVE

OFFICE LEASE

TABLE OF CONTENTS


		Page
I	PREMISES AND OTHER DEFINITIONS	1
	1.1 Premises	1
	1.2 Area of the Premises	1
	1.3 Prime Rate	1
	1.4 Property Taxes	2
II	TERM, ASSIGNMENT AND SUBLETTING	2
	2.1 Term	2
	2.2 Removal of Tenant’s Property	2
	2.3 Holding Over	2
	2.4 Assignment and Subleasing	2
III	RENT	3
	3.1 Base Rental	3
	3.2 Operating Expenses	3
	3.3 Security Deposit	3
	3.4 Payments	3
	3.5 Advanced Base Rental	3
	3.6 Rent for Partial Months	3
IV	PREPARATION, MAINTENANCE AND REPAIR OF PREMISES	4
	4.1 Tenant Improvements	4
	4.2 Repairs by Tenant	4
	4.3 Repairs by Landlord	4
	4.4 Alterations by Tenant	4
	4.5 Discharge of Liens	4
	4.6 Damage and Destruction	4
	4.7 Eminent Domain	5
	4.8 Report of Defects	6
	4.9 Landlord’s Right to Enter Premises	6
V	USE AND SERVICES	6
	5.1 Use	6
	5.2 Services, Furniture and Equipment	6

-i-

TABLE OF CONTENTS
(continued)


		Page
VI	COMPLIANCE WITH LAWS	7
	6.1 Tenant’s Compliance with Laws	7
	6.2 Building Alterations	7
VII	INSURANCE, LIABILITY AND INDEMNIFICATION	7
	7.1 Insurance	7
	7.2 Waiver of Subrogation	8
	7.3 Indemnity by Tenant	8
	7.4 Limitation of Liability	8
VIII	EVENTS OF DEFAULT AND RELATED REQUIREMENTS	9
	8.1 Default and Remedies	9
	8.2 Insolvency or Bankruptcy	11
	8.3 Late Payments	11
	8.4 Attorneys’ Fees for Collection	11
	8.5 No Waiver of Rights	11
IX	MISCELLANEOUS PROVISIONS	11
	9.1 Brokers	11
	9.2 Addresses and Notices	12
	9.3 Entire Agreement and Exhibits	12
	9.4 Subordination and Attornment	12
	9.5 Estoppel Certificate/Amendment	12
	9.6 Severability	13
	9.7 Captions	13
	9.8 Successors and Assigns	13
	9.9 Georgia Law	13
	9.10 Time is of the Essence	13
	9.11 Execution	13
	9.12 Force Majeure	13
	9.13 Mutual Warranty of Authority	13
	9.14 Parking Rights	14
	9.15 Recordation of Lease	14
	9.16 Hazardous Substances	14
	9.17 Names	15
	9.18 Shared Communications Services	15

-ii-

TABLE OF CONTENTS
(continued)


				Page
		9.19 Ownership and Management Disclosure		15
		9.20 Effect of Lease Termination		15
		9.21 Quiet Enjoyment		15

-iii-

SCHEDULE OF EXHIBITS


Exhibit “A ”:		Floor Plan(s)
Exhibit “B ”:		Rules and Regulations
Exhibit “C”:		Tenant Improvements

-iv-

1900 LAKE PARK DRIVE

OFFICE LEASE

THIS LEASE AGREEMENT (the “Lease”), dated as of, but not necessarily on, November 1, 2009, made by and between the undersigned Landlord and the undersigned Tenant.

W I T N E S S E T H T H A T:

Landlord, for and in consideration of the rents, covenants, agreements and stipulations herein contained, to be paid, kept and performed by Tenant, has leased and rented, and by these presents hereby leases and rents unto Tenant, and Tenant hereby leases upon the terms and conditions herein contained, the Premises described in Section 1.1(b) below. This Lease shall create the relationship of landlord and tenant between Landlord and Tenant; and Tenant has only a usufruct which is not subject to levy and sale. So long as Tenant shall observe and perform the covenants and agreements binding on it hereunder and subject to the terms and provisions hereof, Tenant shall at all times during the Lease Term (as hereinafter defined) peacefully and quietly have and enjoy possession of the Premises.

This Lease shall be applied and construed in a commercially reasonable manner. Whenever herein the consent, approval or concurrence of either Landlord or Tenant shall be required for action or forbearance by the other party, it is agreed that such consent, approval or concurrence shall not be unreasonably withheld, delayed or conditioned, except as to matters specified as being in the discretion or sole discretion of the party from which the consent, approval or concurrence is required. Discretionary consent, approval or concurrence may be withheld, delayed or conditioned without regard to any standard of reasonableness.

PREMISES AND OTHER DEFINITIONS

Terms not defined in this Lease shall have the respective meanings set forth in the Lease Summary attached as a preamble hereto, and incorporated herein by this reference. Unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified:

1.1 Premises . Terms used in defining Premises are:

(a) The term “Building” shall mean the building located at 1900 Lake Park Drive, Smyrna, Georgia, consisting of approximately 35,858 square feet of rentable space.

(b) The term “Premises” shall mean that portion of the Building located on the floor(s) of the Building specified in the Lease Summary, which portion is shown on the floor plan(s) attached hereto as Exhibit “A” together with a non-exclusive right in common with others to use and enjoy those common areas or portions of the Building, including but not limited to driveways, sidewalks, parking lots, hallways, corridors, trash rooms, mechanical and electrical rooms, storage rooms, stairways, entrances, exits, restrooms, lobbies, stairs, loading docks, pedestrian walks, roofs and basements, janitor’s and storage closets within the Building and all other common rooms and common facilities within the Building (collectively, the “Common Areas”). Upon any expansion or contraction of the Premises pursuant to the terms of this Lease or other agreement of the parties, the term “Premises” shall be deemed to apply to such space as adjusted by such expansion or contraction.

1.2 Area of the Premises . The “Rentable Area” and the “Expanded Rentable Area” of the Premises for all purposes of this Lease shall be the agreed quantity of square footage so designated in the Lease Summary.

1.3 “Prime Rate ” shall mean the rate of interest announced from time to time by Bank of America, N.A. as its prime rate of interest. An increase or decrease in the Prime Rate shall result in a corresponding increase

or decrease in the rate of interest being charged hereunder and shall take effect on the day the increase or decrease in the Prime Rate is made effective. In the event that Bank of America, N.A. shall abandon or abolish the practice of publishing the Prime Rate, or should the same become unascertainable, Landlord shall designate a comparable reference rate which shall then be deemed to be the Prime Rate under this Lease.

1.4 “Property Taxes ” shall mean the following: (a) personal property ad valorem taxes imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances used in connection with the Building for the operation thereof; (b) real estate ad valorem taxes, assessments, impact fees, sewer charges and transit taxes; and (c) any other federal, state or local governmental charge, general, special, ordinary or extraordinary (but not including income or franchise taxes or any other taxes imposed upon or measured by Landlord’s income or profits, unless the same shall be imposed in lieu of real estate ad valorem taxes) which may now or hereafter be levied or assessed against the Building and the land underlying the Building or the rents derived from the Building (in the case of special taxes or assessments which may be payable in installments, only the amount of installments paid during a calendar year shall be included in the taxes for that year).

TERM, ASSIGNMENT AND SUBLETTING

2.1 Term . Except as otherwise provided herein, Tenant takes and accepts the Premises from Landlord in their present condition and as suited for the use intended by Tenant, for the term described below (the “Lease Term”). The Lease Term shall commence on the date specified in the Lease Summary as the Commencement Date (the “Commencement Date”) and shall end at 6:00 p.m. local time on the date specified in the Lease Summary as the Expiration Date (the “Expiration Date”). The rental and other payments due hereunder from Tenant shall commence on the Rent Commencement Date. Tenant may occupy the Premises for the two (2) weeks immediately preceding the Commencement Date to install Tenant’s equipment, phone, cable and furnishings. Tenant shall be subject to all the terms and conditions of this Lease during such two week period.

2.2 Removal of Tenant’s Property . Upon or prior to the termination of this Lease, Tenant shall have the obligation to remove from the Premises and the Building all of its personal property and trade fixtures, and peaceably surrender the Premises to Landlord in a clean and ready to occupy condition. Such property of Tenant not so removed from the Premises or the Building upon the termination of this Lease shall be considered abandoned by Tenant and may be disposed of by Landlord in any manner whatsoever without accounting to Tenant for same or being liable in any way to Tenant for such disposition. Upon surrender of possession of the Premises, Tenant shall deliver to Landlord all keys to the Premises. Tenant shall not remove from the Premises and the Building those Tenant improvements to the mechanical, electrical or plumbing systems of the Building.

2.3 Holding Over . In no event shall there be any renewal of this Lease by operation of law, and if Tenant remains in possession of the Premises after the termination of this Lease without written authorization executed by Landlord and Tenant, but with the acquiescence or consent of Landlord, Tenant shall be deemed to be occupying the Premises under a month-to-month periodic tenancy at a monthly rental equal to one hundred twenty-five percent (125%) of the Base Rental as adjusted by Rental Adjustment in effect during the last month of the Lease Term, plus all additional rental provided for in this Lease, and otherwise subject to all the covenants and provisions of this Lease insofar as the same are applicable to a month-to-month periodic tenancy. Landlord and Tenant agree that any such periodic tenancy may be terminated by thirty (30) days prior written notice by either party to the other party. If Tenant remains in possession after termination of this Lease without Landlord’s acquiescence or consent, Tenant thereupon shall be deemed a tenant-at-sufferance subject to summary eviction as provided by law.

2.4 Assignment and Subleasing .

(a) Tenant may not assign this Lease or sublease the Premises without obtaining the prior written consent of Landlord which Landlord, which consent Landlord shall not unreasonably withhold or delay.

(b) Tenant agrees to pay, as additional rental, to Landlord, on demand, reasonable costs incurred by Landlord (i) in connection with any request by Tenant for Landlord to consent to any

assignment or subleasing by Tenant, and (ii) in providing any services or materials to any assignee or sublessee of Tenant.

(c) If, with the consent of Landlord, this Lease is assigned or the Premises or any part thereof is subleased, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base Rental and additional rental herein reserved, but no such subleasing, occupancy or collection shall be deemed (i) a waiver of any of Tenant’s covenants contained in this Lease, (ii) the acceptance by Landlord of the subtenant as Tenant, or (iii) the release of Tenant from further performance by Tenant of its covenants under this Lease.

(d) Landlord’s approval of or consent to an assignment or sublease transaction shall not operate to release Tenant from its liability hereunder, and shall not affect Landlord’s rights under this Section 2.4 as to any subsequent proposed assignment or sublease.

(e) Tenant covenants and agrees to deliver to Landlord one (1) fully executed counterpart of the instruments and documents (including amendments thereto) evidencing any approved assignment or subleasing effected pursuant to this Lease. Such delivery shall be made promptly following the execution of any such instrument or document.

III

RENT

3.1 Base Rental . Tenant shall pay to Landlord an annual base rent in monthly installments for and during the Lease Term in the amounts specified in the Lease Summary (the “Base Rental”). The monthly installments of Base Rental shall be paid in advance on the first (1st) day of every calendar month during the Lease Term beginning on the Rent Commencement Date.

3.2 Operating Expenses . Tenant acknowledges that in determining the Base Rental, Landlord has assumed it will operate the Building during the hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 6:00 p.m. Saturdays, holidays excluded. If Tenant’s operations exceed such hours of operation, Landlord may sub-meter the Premises electric and HVAC, at Landlord’s option, cost and expense, and Tenant shall pay any such incremental cost associated with the provision of utilities for the Tenant’s extended hours of operation. Tenant shall receive a Base Year of 2010 for operating expenses agreed to in 7/28/2009 proposal.

3.3 Security Deposit . Upon the execution of this Lease, Tenant shall pay to Landlord a Security Deposit as set forth in the Lease Summary.

3.4 Payments . Tenant shall pay to Landlord all Base Rental, additional rent and all other charges due and owing by Tenant under this Lease without deduction or set off, in legal tender, at the address specified in the Lease Summary for the mailing of payments, or as otherwise directed from time to time by Landlord.

3.5 Advanced Base Rental . Upon the execution of this Lease, Tenant shall pay to Landlord the first full month Base Rental.

3.6 Rent for Partial Months . A prorated monthly installment, based on a thirty (30) day month, shall be paid in advance (i) on the Rent Commencement Date for any fraction of a month if the Lease Term begins on any day other than the first (1st) day of any month and (ii) on the first (1st) day of the final month of the Lease Term for any fraction of a month if the Lease Term shall terminate on any day other than the last day of any month.

PREPARATION, MAINTENANCE AND REPAIR OF PREMISES

4.1 Tenant Improvements . Landlord, at Landlord’s expense, shall repaint and re-carpet the Premises and replace the missing ceiling tiles in the Premises with finishes mutually agreeable to Landlord and Tenant, such cost not to exceed $7.50 per rentable square foot. Except as otherwise provided in this Section 4.1, Tenant is accepting the Premises as is, and the Landlord shall have no obligation whatsoever to perform and contribute to any additional tenant improvements for the Premises. Tenant, at Tenant’s expense, may make additional improvements to the Premises with UCB’s prior written consent. Improvements mutually agreed upon as of the date of this Lease are set forth in Exhibit C.

4.2 Repairs by Tenant . Tenant shall at its own expense keep the Premises in good repair and tenantable condition and indemnify Landlord against any loss, damage or expense arising by reason of any failure of Tenant so to keep the Premises in good repair and tenantable condition or due to any act or neglect of Tenant, its agents, employees, contractors, invitees, licensees, tenants or assignees. If Tenant fails to perform, or cause to be performed, such maintenance and repairs, then at the option of Landlord, in its sole discretion, any such maintenance or repair may be performed or caused to be performed by Landlord and the cost and expense thereof charged to Tenant, and Tenant shall pay the amount thereof to Landlord on demand as additional rental. Without limitation, Tenant shall be obligated to maintain the mechanical, plumbing, and electrical systems that are specific to the Laboratory space, and shall be responsible for maintaining such areas in accordance with all applicable laws, rules, statutes, ordinances and codes during the Term.

4.3 Repairs by Landlord . Landlord shall at its own expense unless otherwise provided herein keep and maintain in good order and repair the Common Areas of the Building. Additionally, Landlord is responsible for maintaining and repairing the roof.

4.4 Alterations by Tenant . Tenant shall make no structural alterations or additions of any kind in or to the Premises. Tenant shall otherwise have the right to alter the Premises with Landlord’s consent, not to be unreasonably withheld or delayed so long as such alterations comply with Landlord’s reasonable rules and regulations, all local law, rules and ordinances are followed, and Tenant submits a governmentally approved set of plans to Landlord prior to commencement of such alterations. If a building permit is required in connection with such work, Landlord shall not unreasonably withhold, condition or delay its approval of the Tenant’s plans prior to submittal for permit applications. Landlord shall not assess any fees in connection with its review.

4.5 Discharge of Liens . Tenant is not authorized to contract for or on behalf of Landlord for work on or the furnishing of materials to the Premises or any other part of the Building. Tenant shall discharge of record by payment, bond or otherwise, within thirty (30) days subsequent to the date of its receipt of notice thereof from Landlord, any mechanic’s, laborer’s or similar lien filed against the Premises or the Building for work or materials claimed to have been furnished at the instance of Tenant. If Tenant shall fail to cause such lien or claim of lien to be so discharged or bonded within such period, in addition to any other right or remedy it may have, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by procuring the discharge of such lien or claim by deposit in court or bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of any action for the foreclosure of such lien or claim by the claimant and to pay the amount of the judgment, if any, in favor of the claimant, with interest, costs and allowances. Tenant shall pay as additional rental on demand from time to time any sum or sums so paid by Landlord and all costs and expenses incurred by Landlord, including, but not limited to, reasonable attorneys’ fees in processing such discharge or in defending any such action.

4.6 Damage and Destruction .

(a) If the Building or Premises is damaged partially or wholly by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord’s reasonable estimation, be materially restored within one hundred twenty (120) days of such damage, then either Landlord or Tenant may terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord or Tenant shall exercise its option provided herein by written notice to the other within sixty (60) days of such fire or other casualty.

(b) If this Lease is not terminated pursuant to subsection (a) above, then Landlord, within such one hundred twenty (120) day period, shall repair and restore to a condition substantially the same as existing on the date of this Lease the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last year of the Lease Term, regardless of any term extension option which is unexercised at the date of occurrence of the casualty). In the event that Landlord shall fail to complete such repairs and material restoration within sixty (60) days after the end of such 120 day period and Tenant’s use and enjoyment of the Premises is then materially impaired by the uncompleted restoration, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, whereupon the Lease shall end on the date of such notice as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, repair or replace any personal property, equipment or trade fixtures which belong to Tenant.

(c) If this Lease is not terminated pursuant to this Section 4.6 and if the Premises are unfit for occupancy in whole or in part following such damage, the Base Rental and Rental Adjustment payable during the period in which the Premises are unfit for occupancy shall be reduced in proportion to the number of square feet of Rentable Area of the premises rendered unusable by such damage.

(d) Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control except that Landlord’s insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building.

(e) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon the Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Lease Term.

(f) If any such casualty stated in this Section 4.6 occurs, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Section 4.6.

4.7 Eminent Domain .

(a) If all or any substantial part of the Building or of the Premises should be taken for any public or quasi-public use under governmental law, ordinance or regulation or by right of eminent domain, or by private purchase in lieu thereof, and the taking would prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it is then being used, this Lease shall terminate effective when the physical taking shall occur in the same manner as if the date of such taking were the date originally fixed in this Lease for the expiration of the Lease Term.

(b) If part of the Building or Premises is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by private purchase in lieu thereof, and this Lease is not terminated as provided in subsection (a) above, this Lease shall not terminate

but the Base Rental and Rental Adjustment payable hereunder during the unexpired portion of this Lease shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Building and Premises to a condition suitable for Tenant’s use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under the circumstances.

(c) Tenant shall not share in any condemnation award or payment in lieu thereof or in any award for damages resulting from any grade change of adjacent streets, the same being hereby assigned to Landlord by Tenant; provided, however, that Tenant may, to the extent provided by law, separately claim against and receive from the condemning authority, if legally payable, compensation for Tenant’s removal, relocation costs, loss of business, business interruption and loss of trade fixtures, but only if and to the extent no such claim or award therefor will reduce or affect Landlord’s awards.

(d) Notwithstanding anything to the contrary contained in this Section 4.7, if during the Lease Term the use or occupancy of any part of the Building or Premises shall be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all rental payable hereunder by Tenant during the Lease Term provided Tenant’s Premises is not affected. In the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that portion of any award which represents compensation for the loss of use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration and compensation for the loss of use or occupancy of the Premises after the end of the term of this Lease.

4.8 Reports of Defects . Tenant shall report to Landlord immediately in writing any damage to or defective condition in or about the Building or Premises known to Tenant.

4.9 Landlord’s Right to Enter Premises . Tenant shall not change the locks on any entrance to the Premises or install additional locks without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed by Landlord. Upon Tenant’s written request to Landlord, Landlord will make a reasonable change of locks on behalf of Tenant and at Tenant’s sole cost and expense. Landlord and its agents, employees and contractors upon forty-eight (48) hours’ prior telephonic notice shall have the right to enter the Premises at such times as Landlord deems reasonably necessary to make necessary repairs, additions, alterations and improvements to the Building, including, without limitation, the erection, use and maintenance of pipes and conduits and repairs to adjacent premises or other premises. Landlord shall also be allowed to take into and through the Premises any and all needed materials that may be required to make such repairs, additions, alterations and improvements. During such time as work is being carried on, in or about the Premises, provided such work is carried out in a manner so as not to interfere unreasonably with the conduct of Tenant’s business therein, the rent provided herein shall in no wise abate. In the event of emergency, or if otherwise necessary to prevent injury to persons or damage to property, such entry to the Premises may be made without prior notice and by force, if necessary.

USE AND SERVICES

5.1 Use . Tenant shall use the Premises for the purposes stated in the Lease Summary and for no other purpose. Tenant shall not use the Premises for any illegal purpose, nor violate any statute, regulation, rule or order of any governmental body in its use thereof, nor create or allow to exist any nuisances or trespasses, nor do any act in or about the Premises or bring anything onto or into the Premises which will in any way increase the rate of insurance on the Premises nor deface or injure the Premises or overload the floor of the Premises. Tenant shall have access to the Premises seven days per week, twenty-four hours per day, at which time the services set forth in Section 5.2 below shall be available (except as otherwise noted):

5.2 Services, Furniture and Equipment . Landlord agrees to provide to Tenant the following:

(a) Heating and air-conditioning service from 8:00 a.m. to 6:00 p.m., Monday through Friday and 8:00 a.m. to 12:00 p.m. Saturday, holidays excepted;

(b) Use of furniture in the Premises consisting of eleven (11) existing Knoll cubicles that are 8’ x 8’ in size;

(c) Access to and use of the employee cafeteria located at 2100 Lake Park Drive during normal hours of cafeteria service subject to business conditions;

(d) Access to and use of mail room services excluding postage costs on outbound mail, parcels and COD costs on inbound shipments;

(e) Shared access to the liquid nitrogen tank located in the truck court of the Building;

(f) Janitorial services and those service required to maintain a first class office complex (through the Landlord’s property management company);

(g) Electric current in quantity consistent with past operation of the Building;

(h) Campus security guard service 24 hours per day, seven days per week, 365 days per year without interruption; and

(i) Campus reception services to include visitor management.

COMPLIANCE WITH LAWS

6.1 Tenant’s Compliance with Laws . Tenant shall comply, at its own expense, with all statutes, regulations, rules, ordinances and orders of any governmental body, department or agency thereof which apply to or result from Tenant’s use or occupancy of the Premises and shall abide by and observe the Rules and Regulations attached to this Lease as Exhibit “B” and such other reasonable rules and regulations for the use, occupancy or operation of the Building as may hereafter be established in writing by Landlord.

6.2 Building Alterations . If, in order to maintain the Building as an office building or otherwise, Landlord shall be required by any governmental authority to repair, alter, remove, construct, reconstruct or improve any part or all of the Building or Premises, Tenant’s obligations under this Lease will not be affected, provided, however, that if such action by Landlord shall render the Premises wholly unfit for occupancy and if, in Landlord’s reasonable estimation, it cannot complete such acts within ninety (90) days, then at the option of Tenant to be exercised by giving written notice to Landlord within sixty (60) days following the date of notice to Landlord by such governmental authority, this Lease shall terminate on the date of such election and Tenant shall immediately surrender the Premises to Landlord. In such event Tenant shall continue to owe and pay rent and other charges up to but not beyond the time of such surrender. If Tenant shall elect not to terminate this Lease as provided above, Landlord and Tenant shall have the same respective rights and obligations as provided above in Sections 4.7(b) and (c), and the provisions of Section 4.6(f) shall apply regardless of whether or not Tenant elects to terminate this Lease.

VII

INSURANCE, LIABILITY AND INDEMNIFICATION

7.1 Insurance .

(a) Tenant agrees to carry fire and extended coverage insurance insuring Tenant’s interest in its improvements and betterments to the Premises and any and all furniture, equipment, supplies and other

property owned, leased, held or possessed by it and contained therein, such insurance coverage to be in an amount equal to the full insurable value of such improvements and property.

(b) Tenant also agrees to carry a policy or policies of worker’s compensation and commercial general liability insurance, including personal injury and property damage, with contractual liability endorsement, in the amount of Five Hundred Thousand Dollars ($500,000.00) for property damage and One Million Dollars ($1,000,000.00) per occurrence for personal injuries or deaths of persons occurring in or about the Premises. Said policies shall: (i) name Landlord as an additional insured, (ii) be issued by an insurance company which is reasonably acceptable to Landlord and licensed to do business in the State of Georgia, and (iii) provide that said insurance shall not and may not be canceled unless thirty (30) days prior written notice shall have been given to Landlord. Said policy or policies, or certificates thereof, shall be delivered to Landlord by Tenant upon commencement of the term of the Lease and upon each renewal of said insurance.

(c) Landlord shall keep the Building insured during the Term against loss or damage by fire, casualty or other insurable hazards and extended coverage in an amount at least equal to the replacement cost of the Building. Landlord shall also carry a policy or policies of worker’s compensation and commercial general liability insurance, including personal injury and property damage, with contractual liability endorsement, in the amount of Five Hundred Thousand Dollars ($500,000.00) for property damage and One Million Dollars ($1,000,000.00) per occurrence for personal injuries or deaths of persons occurring in or about the Premises.

7.2 Waiver of Subrogation . Anything in this Lease to the contrary notwithstanding, neither party shall be liable to the other for damages arising out of the damage to or destruction of the contents of the Premises or for damage to or destruction of the Premises or the Building, or by fire or other casualty which loss would be covered by a standard fire and extended risk insurance policy, whether or not such damage or destruction is the result of negligence on the part of either party, or its agents, servants, or employees, it being the understanding and agreement of the parties is obligated to carry its own insurance against such risks and that each party will look to its insurance for indemnity against any such damage. Neither Party shall have any interest in the other’s insurance or the proceeds thereof.

7.3 Indemnity by Tenant . Tenant agrees to indemnify and hold Landlord harmless from and defend Landlord against any and all claims or liability for any injury or death to any of Tenant’s employees, guests, invitees, agents or contractors, or damage to any property whatsoever:

(a) either (i) occurring in, on or about the Premises, or (ii) occurring in, on or about any facilities (including, without limitation, elevators, stairways, passageways or hallways) the use of which Tenant may have in conjunction with other tenants of the Building, when such injury, death or damage shall be caused by the act, neglect or fault of, or omission of any duty with respect to the same, by Tenant, its agents, employees, contractors, invitees, licensees, tenants or assignees;

(b) arising from any work or thing whatsoever done by or on behalf of Tenant in or about the Premises or from transactions of the Tenant concerning the Premises;

(c) arising from any breach or event of default on the part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to the terms of this Lease; or

(d) otherwise arising from any act or neglect of the Tenant, or any of its agents, employees, contractors, invitees, licensees, tenants or assignees.

7.4 Limitation of Liability . LANDLORD’S OBLIGATIONS AND LIABILITY WITH RESPECT TO THIS LEASE SHALL BE LIMITED SOLELY TO LANDLORD’S INTEREST IN THE BUILDING, AS SUCH INTEREST IS CONSTITUTED FROM TIME TO TIME, AND NEITHER LANDLORD (BEYOND ITS INTEREST IN THE BUILDING) NOR ANY OFFICER, DIRECTOR, SHAREHOLDER, MEMBER, TRUSTEE,

BENEFICIARY OR PARTNER OF LANDLORD SHALL HAVE ANY PERSONAL LIABILITY WHATSOEVER WITH RESPECT TO THIS LEASE. IN ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE THE OBLIGATION OF LANDLORD TO TENANT UNDER THIS LEASE, LANDLORD AND TENANT AGREE THAT ANY FINAL JUDGMENT OR DECREE SHALL BE ENFORCEABLE AGAINST LANDLORD ONLY TO THE EXTENT OF LANDLORD’S INTEREST IN THE BUILDING, AS AFORESAID, AND ANY SUCH JUDGMENT OR DECREE SHALL NOT BE CAPABLE OF EXECUTION AGAINST, NOR BE A LIEN ON, ANY ASSETS OF LANDLORD OTHER THAN ITS INTEREST IN THE BUILDING, AS AFORESAID.

VIII

EVENTS OF DEFAULT AND RELATED REQUIREMENTS

8.1 Default and Remedies .

(a) The occurrence of any of the following shall constitute an event of default (“Default”) by Tenant hereunder:

(i) The Base Rental or additional rental payable under this Lease is not paid within five (5) business days from designated due date;

(ii) Tenant’s interest in the Lease or the Premises shall be subjected to any attachment, levy or sale pursuant to any order or decree entered against Tenant in any legal proceeding and such order or decree shall not be vacated within thirty (30) days of entry thereof;

(iii) Tenant breaches or fails to comply in any material respect with any of the Rules and Regulations in Exhibit “B” hereto, as the same may hereafter be amended from time to time, and such breach or failure shall continue for more than thirty (30) days subsequent to the date of receipt by Tenant of written notice of such breach or failure from Landlord; provided, however, that the foregoing shall not apply to amended rules that unreasonably interfere with Tenant’s intended use of the Premises.

(iv) Tenant breaches or fails to comply with any other term, provision, condition or covenant of this Lease, and such breach or failure shall continue for more than thirty (30) days subsequent to the date of receipt by Tenant of written notice of such breach or failure from Landlord if the matter in question is not reasonably susceptible of cure by Tenant within the 30-day period, then Tenant shall have such additional time as may reasonably be necessary, but no more than an additional seventy (70) days, within which to effect curative action provided that Tenant institutes the curative action within the 30-day period and prosecutes the same diligently to completion;

(v) Tenant, if a corporation, joint venture, partnership, limited liability company, limited partnership or trust, without Landlord’s prior written consent and the written assumption of this Lease by another party approved by Landlord, both in Landlord’s discretion, shall be dissolved or its status as an entity is terminated; or

(vi) If Tenant is a joint venture, trust, general partnership, limited partnership or limited liability company, there shall be instituted by or against any one or more general partners, trustees or managers of Tenant, without final dismissal thereof within thirty (30) days of the date of institution, of any proceeding under state insolvency laws or of any proceeding under the United States Bankruptcy Code.

(b) Upon the occurrence of a Default, Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it at law or in equity or by this Lease:

(i) Landlord, with or without terminating this Lease, may immediately or at any time thereafter reenter the Premises and perform, correct or repair any condition which shall constitute a failure on Tenant’s part to keep, observe, perform, satisfy or abide by any term, condition, covenant, agreement or obligation of this Lease or of the Rules and Regulations now in effect or hereafter adopted, and Tenant shall fully reimburse and compensate Landlord on demand for all costs and expenses incurred by Landlord in such performance, correction or repairing, including accrued interest as provided in the next sentence. All sums so expended to cure Default shall accrue interest from the date of demand until date of payment at a rate of interest which is the lower of (x) a per annum rate equal to the Prime Rate plus two percent (2%), or (y) sixteen percent (16%) per annum, but in no event at a rate higher than that permitted by applicable law.

(ii) Landlord, with or without terminating this Lease, may immediately or at any time thereafter demand in writing that Tenant vacate the Premises and thereupon Tenant shall vacate the Premises and remove therefrom all property thereon belonging to or placed on the Premises by, at the direction of or with consent of Tenant within ten (10) days of receipt by Tenant of such notice from Landlord, whereupon Landlord shall have the right to reenter and take possession of the Premises. Any such demand, reentry and taking possession of the Premises by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this Lease or of the Premises by Tenant and shall not of itself constitute a termination of this Lease by Landlord.

(iii) Landlord, with or without terminating this Lease, may immediately or at any time thereafter reenter the Premises and remove therefrom Tenant and all property belonging to or placed on the Premises by, at the direction of or with consent of Tenant. Any such reentry and removal by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this Lease or of the Premises by Tenant and shall not of itself constitute a termination of this Lease by Landlord.

(iv) Landlord, with or without terminating this Lease, may immediately or at any time thereafter relet the Premises or any part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, and Landlord may make any alterations or repairs to the Premises which it may deem necessary or proper to facilitate such reletting; and Tenant shall pay all costs of such reletting including but not limited to the cost of any such alterations and repairs to the Premises, reasonable attorneys’ fees and brokerage commissions; and if this Lease shall not have been terminated, Tenant shall continue to pay all rent and all other charges due under this Lease up to and including the date of beginning of payment of rent by any subsequent tenant of part or all of the Premises, and thereafter Tenant shall pay monthly during the remainder of the term of this Lease the difference, if any, between the rent and other charges collected from any such subsequent tenant or tenants and the rent and other charges reserved in this Lease, but Tenant shall not be entitled to receive any excess of any such rents collected over the rents reserved herein.

(v) Landlord may immediately or at any time thereafter terminate this Lease, and this Lease shall be deemed to have been terminated upon receipt by Tenant of written notice of such termination; upon such termination Landlord shall recover from Tenant all damages Landlord may suffer by reason of such termination including, without limitation, unamortized sums expended by Landlord for construction of Tenant Improvements, all arrearages in rentals, costs, charges, additional rentals and reimbursements, the cost (including court costs and reasonable attorneys’ fees) of recovering possession of the Premises, the cost of any alteration of or repair to the Premises which is necessary or proper to prepare the same for reletting and, in addition thereto, Landlord at its election shall have and recover as damages from Tenant rents and other charges which Landlord would be entitled to receive from Tenant pursuant to the provisions of clause (iv) of this subsection (b) above if the Lease were not terminated.

(c) In the event Landlord institutes dispossessory proceedings or dispossesses or evicts Tenant by summary proceedings or otherwise, Landlord shall have the option to do and perform any one or more of the foregoing in addition to, and not in limitation of, any remedy or right permitted it by law or in

equity or by this Lease. Specifically, without limiting the foregoing, in the event Landlord institutes dispossessory proceedings or dispossesses or evicts Tenant by summary proceedings or otherwise and/or re-enters and takes possession of the Premises, Tenant shall remain liable for all rent (including Base Rental, Rental Adjustment and additional rental) and all other charges under the Lease for the remainder of the Lease Term.

(d) No course of dealing between Landlord and Tenant or any failure or delay on the part of Landlord in exercising any rights of Landlord under this Section 8.1 or under any other provisions of this Lease shall operate as a waiver of any rights of Landlord hereunder or under any other provisions of this Lease, nor shall any waiver of a Default on one occasion operate as a waiver of any subsequent Default or of any other Default. No express waiver shall affect any condition, covenant, rule or regulation other than the one specified in such waiver and that one only for the time and in the manner specifically stated.

(e) The exercise by Landlord of any one or more of the rights and remedies provided in this Lease shall not prevent the subsequent exercise by Landlord of any one or more of the other rights and remedies herein provided. All remedies provided for in this Lease are cumulative and may, at the election of Landlord, be exercised alternatively, successively or in any other manner and are in addition to any other rights provided for or allowed by law or in equity.

8.2 Insolvency or Bankruptcy . The making by Tenant of an assignment for the benefit of its creditors, the appointment under state law of a receiver to take possession of all or substantially all of Tenant’s assets, or the voluntary or involuntary involvement of Tenant as a principal in a state law insolvency or reorganization proceeding, may, at the option of Landlord, be deemed and declared a Default by Tenant hereunder. Tenant covenants and agrees promptly to notify Landlord in writing of (i) the occurrence of any of the events described in the preceding sentence or any event similar thereto, whether occurring in Georgia or any other jurisdiction, and (ii) the institution by or against Tenant of any proceeding under the United States Bankruptcy Code including a copy of the petition filed to initiate such proceeding.

8.3 Late Payments . Tenant shall pay, in the event Base Rental, additional rental or other charge to be paid by Tenant hereunder are not paid when due, (A) a late fee of five percent (5%) of the amount past due, which late fee Tenant acknowledges is an agreed reimbursement to Landlord for the administrative expense incurred by Landlord as a result of Tenant’s late payment and not a penalty; and (B) interest on the amount past due (excluding late fees) at a rate which is the lower of (x) a per annum rate equal to the Prime Rate plus two percent (2%), or (y) sixteen percent (16%) per annum, but in no event at a rate higher than that permitted by applicable law, from due date until paid. Should Tenant make a partial payment of past due amounts, the amount of such partial payment shall be applied first, to late fees, second, to accrued but unpaid interest, and third, to past due amounts, in inverse order of their due date.

8.4 Attorneys’ Fees for Collection . If any Base Rental, additional rental or other debt owing by Tenant to Landlord hereunder is collected by or through an attorney-at-law, Tenant agrees to pay the reasonable attorneys’ fees incurred by Landlord in such collection action.

8.5 No Waiver of Rights . No failure or delay of either party to exercise any right or power given it herein or to insist upon strict compliance by the other party of any obligation imposed on it herein and no custom or practice of either party hereto at variance with any term hereof shall constitute a waiver or a modification of the terms hereof by either party or any right it has herein to demand strict compliance with the terms hereof by the other party. Neither party has or shall have any authority to waive any provision of this Lease unless such waiver is expressly made in writing.

MISCELLANEOUS PROVISIONS

9.1 Brokers . Tenant represents and warrants to Landlord that (except with respect to any broker identified in the Lease Summary as “Tenant’s Broker”) no broker, agent, commission salesperson or other person has represented Tenant in the negotiations for and procurement of this Lease and of the Premises and that (except

with respect to any broker identified in the Lease Summary) no commissions, fees or compensation of any kind are due and payable in connection herewith to any broker, agent, commission salesperson or other person. Tenant agrees to indemnify and hold Landlord harmless from all loss, cost and damage (including reasonable attorneys’ fees and court costs) suffered or incurred by Landlord as a result of a breach by Tenant of the representation and warranty contained in the immediately preceding sentence or as a result of Tenant’s failure to pay commissions, fees or compensation due to any broker who represented Tenant, whether or not disclosed. Tenant represents and discloses to Landlord that Tenant’s Broker identified in the Lease Summary has represented Tenant. The commissions or other compensation due and payable to Tenant’s Broker by reason of this Lease will be paid by Landlord pursuant to separate written agreements. Landlord represents and warrants to Tenant that (except with respect to any broker identified in the Lease Summary as “Landlord’s Broker”) no broker, agent, commission salesperson or other person has represented Landlord in the negotiations for and procurement of this Lease and of the Premises and that (except with respect to any broker identified in the Lease Summary) no commissions, fees or compensation of any kind are due and payable in connection herewith to any broker, agent, commission salesperson or other person. Landlord agrees to indemnify and hold Tenant harmless from all loss, cost and damage (including reasonable attorneys’ fees and court costs) suffered or incurred by Tenant as a result of a breach by Landlord of the representation and warranty contained in the immediately preceding sentence or as a result of Landlord’s failure to pay commissions, fees or compensation due to any broker who represented Landlord, whether or not disclosed. Landlord represents and discloses to Tenant that Landlord’s Broker identified in the Lease Summary has represented Landlord. The commissions or other compensation due and payable to Landlord’s Broker by reason of this Lease will be paid by Landlord pursuant to separate written agreements.

9.2 Addresses and Notices . All notices, unless oral notice is specified, required or permitted to be given with respect to this Lease in order to be effective shall be in writing and shall be sent to the address of the intended party at its address specified in the Lease Summary. Notices shall be sent either by local or overnight courier service, or by the United States Postal System, certified or registered mail, return receipt requested, with postage and charges prepaid. Notices by courier service shall be deemed effective on date of delivery to the specified address. Notices by the United States Postal System shall be deemed effective on the third (3rd) business day subsequent to date of postmark or on the date of actual receipt by the addressee, whichever shall be the earlier. In the event of a change of address by either party, such party shall give written notice thereof in accordance with the foregoing.

9.3 Entire Agreement and Exhibits . This Lease constitutes and contains the sole and entire agreement of Landlord and Tenant with respect to the Premises and no prior or contemporaneous oral or written representation or agreement between the parties and affecting the Premises shall have legal effect. No modification or amendment of this Lease shall be binding upon the parties unless such modification or amendment is in writing and signed by Landlord and Tenant. The content of each and every exhibit, attachment and the Lease Summary which is referenced in this Lease as being attached hereto is incorporated into this Lease as fully as if set forth in the body of this Lease.

9.4 Subordination and Attornment . Tenant shall, upon demand of Landlord, at any time or times, execute, acknowledge and deliver to Landlord or to the holder of any mortgage, deed to secure debt, deed of trust or other instrument affecting or encumbering the Building or the land underlying the Building or to the lessor under any ground lease affecting the Building or the land underlying the Building, without expense, any and all instruments that may be necessary to make this Lease superior to any such mortgage, deed to secure debt, deed of trust or other instrument or the grant of any such ground lease, and each renewal, modification, consolidation, replacement and extension thereof.

9.5 Estoppel Certificate/Amendment . At any time and from time to time, Tenant, on or before the date specified in a request therefor made by Landlord, which date shall not be earlier than ten (10) days from the making of such request, covenants and agrees to execute, acknowledge and deliver to Landlord (a) a certificate evidencing (i) whether or not this Lease is in full force and effect, (ii) whether or not this Lease has been amended in any manner, and if so specifying such amendment or amendments, (iii) whether or not there are any existing events of default on the part of Landlord hereunder to the knowledge of Tenant and specifying the nature of such events of default, if any, and (iv) the date to which rent, and other amounts due hereunder, if any, have been paid, or (b) amendments to this Lease required by the holder of a mortgage on the Building, as long as such amendments do not increase the obligations or diminish the rights and benefits of Tenant hereunder. Each certificate delivered

pursuant to this Section may be relied on by any prospective purchaser or transferee of Landlord’s interest hereunder or of any part of Landlord’s property or by any mortgagee of Landlord’s interest hereunder or of any part of Landlord’s property or by an assignee of any such mortgagee or by any ground lessor of Landlord’s interest hereunder.

9.6 Severability . If any clause or provision of this Lease is or becomes illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during the Lease Term, the intention of the parties hereto is that the remaining parts of this Lease shall not be affected thereby, unless the lack of such clause or provision is, in the sole determination of Landlord, essential to the rights of both parties in which event Landlord shall have the right to terminate this Lease on written notice to Tenant.

9.7 Captions . The captions used in this Lease are for convenience only and do not in any way limit or amplify the terms and provisions hereof.

9.8 Successors and Assigns . The words “Landlord” and “Tenant” as used herein shall include the respective contracting party, whether singular or plural, and whether an individual, masculine or feminine, or a corporation, general partnership, joint venture, limited partnership or trust. The provisions of this Lease shall inure to the benefit of and be binding upon Landlord and Tenant, and their respective successors, heirs and assigns, subject, however, in the case of Tenant, to the provisions of Section 2.4 hereof. It is understood and agreed that the term “Landlord”, as used in this Lease, means only the owner(s), or the lessee(s), from time to time of the Building and/or the land underlying the Building so that in the event of any sale or sales of the Building and/or the land underlying the Building, or of any lease thereof, the Landlord named herein shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder accruing thereafter to the extent of such sale or lease, and it shall be deemed without further agreement that the purchaser, or the lessee, as the case may be, has assumed and agreed, to the same extent, to carry out any and all covenants and obligations of Landlord hereunder during the period such party has possession of all or such portion of the Building and/or the land underlying the Building which it has purchased or leased. Should all of the land underlying the Building and the entire Building be severed as to ownership by sale and/or lease, then, unless the Tenant is otherwise notified to the contrary in writing, either the owner of the entire Building or the lessee of the entire Building, as the case may be, which has the right to lease space in the Building to tenants shall be deemed the “Landlord”. Tenant shall be bound to any successor landlord for all the terms, covenants and conditions hereof and shall execute any attornment agreement not in conflict herewith at the request of any successor landlord.

9.9 Georgia Law . The laws of the State of Georgia shall govern the interpretation, validity, performance and enforcement of this Lease.

9.10 Time is of the Essence . Time is of the essence of this Lease. Unless specifically provided otherwise, all references to terms of days or months shall be construed as references to calendar days or calendar months, respectively.

9.11 Execution . This Lease may be executed in any number of counterparts, each of which shall be deemed an original and any of which shall be deemed to be complete in itself and may be introduced into evidence or used for any purpose without the production of the other counterparts.

9.12 Force Majeure . A party to this Lease shall be excused from the performance of its duties and obligations under this Lease, except obligations for the payment of money such as Base Rental, for the period of delay, but in no event longer than ninety (90) days, caused by labor disputes, governmental regulations, riots, war, terrorism, insurrection, acts of God or other causes beyond the control of the party whose performance is being excused (but such causes shall not include insufficiency of funds).

9.13 Mutual Warranty of Authority . Landlord warrants to Tenant that Landlord is a validly existing corporation under the laws of the State of Delaware, that its entry into and performance of this Lease has been duly authorized, and that the party executing this Lease on its behalf is duly authorized to do so. Tenant, if other than an individual, warrants to Landlord that Tenant is a validly existing legal entity under the laws of the state of Georgia and that it is duly qualified to do business in the State of Georgia, that its entry into and performance of this Lease

has been duly authorized, and that the officer(s), partner(s) or trustee(s), as applicable, executing this Lease on its behalf are duly authorized to do so.

9.14 Parking Rights . For use by Tenant and its employees and invitees, Landlord shall provide for Tenant’s non-exclusive use a parking ration of 3 spaces per 1000 rentable square feet which shall be surface spaces at no additional cost to Tenant.

9.15 Recordation of Lease . This Lease is not in recordable form, and Tenant agrees not to record or permit the recording of this Lease.

9.16 Hazardous Substances .

(a) Tenant hereby covenants that Tenant shall not cause or permit any Hazardous Substances to be placed, held, located or disposed of in, on or at the Premises or any part thereof, and neither the Premises nor any part thereof shall ever be used as a dump site or storage site (whether permanent or temporary) for any Hazardous Substances during the Lease Term. Tenant hereby covenants that it shall dispose of all laboratory chemicals and medical waste in accordance with all applicable laws, regulations and rules.

(b) Tenant hereby agrees to indemnify Landlord and hold Landlord harmless from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, Landlord by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Premises of any Hazardous Substance, laboratory chemicals and/or medical waste (including, without limitation, any losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act, any so-called federal, state or local “Superfund” or “Superlien” laws, statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability, including strict liability, substances or standards of conduct concerning any Hazardous Substance, laboratory chemicals and/or medical waste), provided, however, that the foregoing indemnity is limited to matters arising solely from Tenant’s violation of the covenant contained in subsection (a) of this Section 9.16.

(c) For purposes of this Lease, “Hazardous Substances” shall mean and include those elements or compounds which are contained in the list of hazardous substances now or hereafter adopted by the United States Environmental Protection Agency (the “EPA”) or the list of toxic pollutants designated by Congress or the EPA or which are now or hereafter defined as hazardous, toxic, pollutant, infectious or radioactive by any other Federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect.

(d) Landlord shall have the right but not the obligation, and without limitation of Landlord’s rights under this Lease, to enter onto the Premises or to take such other actions as it deems necessary or advisable to cleanup, remove, resolve or minimize the impact of, or otherwise deal with, any Hazardous Substance following receipt of any notice from any person or entity (including without limitation the EPA) asserting the existence of any Hazardous Substance in, on or at the Premises or any part thereof which, if true, could result in an order, suit or other action against Tenant or Landlord or both. All reasonable costs and expenses incurred by Landlord in the exercise of any such rights, which costs and expenses result from Tenant’s violation of the covenant contained in subsection (a) above, shall be deemed additional rental under this Lease and shall be payable by Tenant upon demand.

(e) This Section 9.16 shall survive cancellation, termination or expiration of this Lease.

(f) Except as otherwise provided herein, Landlord assumes all responsibility for compliance by the property/site/facility with all environmental laws, rules and regulations and agrees to and does hereby hold Tenant harmless from any claims, liabilities, fines or penalties which may be made or levied against Tenant on account thereof for any pre—lease or pre-existing conditions. Landlord represents that the Premises are free from asbestos and other hazardous substances.

9.17 Names . Upon written notice to Tenant, Landlord reserves the right, from time to time, to change the name of the development, the name of the Building and the street address of the Building. Tenant shall not, without the prior written consent of Landlord, any name given the development, the Building or any other deceptively similar name, or use any associated service mark or logo of the development or the Building for any purpose other than Tenant’s business address.

9.18 Shared Communications Services . Landlord may contract with a vendor (the “Shared Services Vendor”) to make available to tenants of the Building certain shared communications services. With respect to such shared communications services, if and so long as available, Landlord and Tenant agree as follows:

(a) Tenant, at its election, may contract with Shared Services Vendor or any other vendor for communications services. Tenant may make such election at its sole and absolute discretion.

(b) Tenant acknowledges and agrees that Shared Services Vendor is an independent contractor of Landlord and not Landlord’s employee, agent, partner or joint venturer and Tenant waives any and all right Tenant may have or claim to have to assert the contrary.

(c) Tenant acknowledges and agrees that any cessation or interruption of shared communications services or default by Shared Services Vendor under the terms and conditions of Tenant’s agreement with Shared Services Vendor shall not constitute a default under this Lease nor a constructive eviction by Landlord of Tenant. Tenant agrees that it shall not abate or setoff against any amount of Base Rental, Rental Adjustment, additional rent or other sum due under this Lease for any claim against Shared Services Vendor or for a default under Tenant’s agreement with Shared Services Vendor. Tenant waives and releases Landlord from any and all claims Tenant may have, now or in the future, against Landlord, if any, that arise from or are related to the acts, omissions, negligence or gross negligence of Shared Services Vendor or its agents and employees.

9.19 Ownership and Management Disclosure . Landlord discloses to Tenant, and Tenant acknowledges, that Landlord is the owner of record of the Building and the Premises.

9.20 Effect of Lease Termination . No termination of this Lease by reason of exercise of an optional right, lapse of time, failure of condition or election of a party to terminate shall release or otherwise relieve either party from liability for breach of this Lease or from performance of any contractual obligation provided herein accruing prior to such termination. The possessory rights of Tenant, however, shall cease and expire as of the effective time of any such termination.

9.21 Quiet Enjoyment . Landlord covenants with Tenant that Tenant shall peaceably hold and enjoy the Premises during the full term of this Lease and any extension and renewals upon paying the rent and performing its covenants herein contained, subject only to the terms of this Lease and any interests of record to which this Lease may be or become subject and subordinate.

IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this Lease as of the date and year first above stated.


	LANDLORD: UCB, Inc., a Delaware corporation
	By:
		Name:
		Title:


	By:
		Name:
		Title:

	TENANT: GeoVax, Inc., a Georgia corporation
	By:
		Name:
		Title:

EXHIBIT “A”

FLOOR PLAN(S)

1900 LAKE PARK DRIVE

EXHIBIT “B”

RULES AND REGULATIONS

1. The sidewalks, and public portions of the Building, such as entrances, passages, courts, elevators, vestibules, stairways, corridors or halls and the streets, alleys or ways surrounding or in the vicinity of the Building shall not be obstructed, even temporarily, or encumbered by Tenant or used for any purpose other than ingress and egress to and from the Premises.

2. No awnings or other projections shall be attached to the outside walls of the Building. No curtains, blinds, shades, louvered openings, tinted coating, film or screens shall be attached to or hung in, or used in connection with, any window, glass surface or door of the Premises, without the prior written consent of Landlord, unless installed by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by Tenant on any part of the outside of the Premises or Building or on corridor walls or windows or other glass surfaces (including without limitation glass storefronts). Signs on doors shall, at Tenant’s expense, be inscribed, painted or affixed for each tenant by sign makers approved by Landlord. In the event of the violation of the foregoing by Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to Tenant.

4. The sashes, sash doors, skylights, windows, heating, ventilating and air conditioning vents and doors that reflect or admit light and air into the halls, passageways or other public places in the building shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the window sills.

5. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the public halls, corridors or vestibules without the prior written consent of Landlord.

6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by Tenant.

7. Tenant shall not in any way deface any part of the Premises or the Building. If Tenant desires to use linoleum or other similar floor covering, an interlining of builder’s deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water; the use of cement or other similar adhesive materials, which are not water soluble, are expressly prohibited.

8. No vehicles or animals (other than seeing eye-dogs) of any kind shall be brought into or kept in or about the Premises. No cooking shall be done or permitted by Tenant on the Premises except in conformity to law and then only in the utility kitchen, if any, as set forth in Tenant’s layout, which is to be primarily used by Tenant’s employees for heating beverages and light snacks. Tenant shall not cause or permit any unusual or objectionable odors to be produced upon or permeate from the Premises.

9. No space in the Building shall be used for manufacturing, distribution or for the storage of merchandise or for the sale of merchandise, goods or property of any kind at auction.

10. Tenant shall not make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of the Building or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, talking machine, unmusical noise, whistling, singing or in any other way. Tenant shall not throw anything out of the doors, windows or skylights or down the passageways. Tenant shall not cause or permit any unseemly or disturbing activity or conduct to be visible through any window, opening, doorway, glass storefront or other glass surface or any other means of visibility that disturbs or interferes with (i) tenants or other occupants of the building or their licensees or invitees or (ii) neighboring buildings or

premises or those having business with them, including without limitation, receptions, parties, recreation and other activities of a social nature not directly related to Tenant’s use of the Premises.

11. Neither Tenant, nor any of Tenant’s servants, employees, agents, visitors or licensees, shall at any time bring or keep upon the Premises any inflammable, combustible or explosive fluid or chemical substance, other than reasonable amounts of cleaning fluids or solvents required in the normal operation of Tenant’s business.

12. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof, without the prior written approval of Landlord and unless and until a duplicate key is delivered to Landlord. Tenant shall, upon the termination of its tenancy, restore to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

13. Tenant shall not overload any floor. Tenant shall obtain Landlord’s consent before bringing any safes, freight, furniture or bulky articles into the Building and Landlord can specify to Tenant the location for the placement of such articles. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place during the hours which Landlord or its agent may determine from time to time. Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part.

14. Tenant shall not occupy or permit any portion of the Premises to be occupied, without Landlord’s expressed prior written consent, as an office for a public stenographer or typist, or for the possession, storage, manufacture or sale of liquor, narcotics, dope, tobacco in any form, or as a barber or manicure shop, or as a public employment bureau or agency, or for a public finance (personal loan) business; provided, however, nothing in this sentence shall be deemed to prohibit Tenant or its employees or business invitees from personal use of tobacco. Tenant shall not engage or pay any employees on the Premises, except those actually working for Tenant on said premises, nor advertise for laborers giving an address at the Building. Tenant shall not keep or utilize any jukebox, billiard or pool table or other recreational device at or in the Premises.

15. Tenant agrees to employ such janitorial contractor as Landlord may from time to time designate, for any waxing, polishing and other maintenance work of the Premises and of the Tenant’s furniture, fixtures and equipment. Tenant agrees that it shall not employ any other cleaning and maintenance contractor, nor any individual, firm or organization for such purpose without Landlord’s prior written consent.

16. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord’s opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

17. Landlord reserves the right to exclude from the Building between the hours of 6:00 p.m. and 7:00 a.m. and at all hours on Sundays, legal holidays and after 2:00 p.m. on Saturdays all persons who do not sign in and out on a register in the lobby of the Building, showing the name of the person, the Premises visited and the time of arrival and departure. All such persons entering or leaving the Building during such times may be expected to be questioned by the Building security personnel as to their business in the Building. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in the Landlord’s opinion, Landlord reserves the right to prevent access to the Building during the continuance of the same by such action as Landlord may deem appropriate, including closing doors.

18. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purpose or for any other activity not appropriate, in Landlord’s sole discretion, to an office building of the quality and stature of the Building.

19. The requirements of Tenant will be attended to only upon application at the office of the Building. Building employees shall not perform any work or do anything outside of their regular duties, unless under special instructions from the office of Landlord.

20. Canvassing, soliciting and peddling in the Building are prohibited and Tenant shall cooperate to prevent the same.

21. There shall not be used in any space, or in the public halls of any building, either by Tenant or by its jobbers or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards. No hand trucks shall be used in passenger elevators.

22. Tenant, in order to obtain maximum effectiveness of the cooling system, shall lower and/or close the blinds or drapes when sun’s rays fall directly on windows of Premises. Tenant shall not remove the standard blinds installed in the Premises.

23. All paneling, rounds or other wood products not considered furniture shall be of fire retardant materials. Before installation of any such materials, certification of the materials’ fire retardant characteristics shall be submitted to Landlord or its agents, in a manner satisfactory to Landlord.

24. Tenant shall not install any vending machines in the Building or Premises without Landlord’s consent.

25. All articles and the arrangement style, color and general appearance thereof, in the interior of the Premises that will be visible from the exterior thereof, including, without limitation, window displays, advertising matter, signs, merchandise, furniture and store fixtures, shall be subject to Landlord’s approval, and, in any case, shall be maintained in keeping with the character and standards of the development of which the Building is a part.

26. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular Tenant or Tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other Tenant or Tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the Tenants of the Building.

27. Tenant shall abide by no-smoking restrictions in all areas within the Building, other than spaces, designated or posted by Landlord as smoking areas.

28. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or part, the terms, covenants, agreements and conditions of the main text (including Special Stipulations) of the Lease, which text shall control in the instance of conflict.

29. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety, care and cleanliness of the Building, and for the preservation of good order therein. Such other Rules and Regulations shall be effective upon written notification of Tenant.

EXHIBIT “C”

TENANT IMPROVEMENTS

BACKUP POWER OUTLET LIST

Circuit

Equipment

Outlet Location

Voltage

Current

Power

Priority

LP-28, LP-30

360D

208V

15A

Freezer

2500

Critical

NC24

360I

208V

15A

Freezer

2500

Critical

NC25

360I

208V

15A

Freezer

2500

Critical

NC5

360C

120V

20A

Freezer

1920

Critical

LP-1

360A

120V

20A

Roller bottle incubator

2400

High

LP-13

360D

120V

20A

Refrigerator

1300

High

LP-13

360D

120V

20A

Freezer

600

High

LP-14

360F

120V

20A

Refrigerator

300

High

LP-20

360E

120V

20A

Freezer

1265

High

LP-23

360D

120V

20A

Three incubators

1320

High

LP-3

360A

120V

20A

Chiller

1440

High

NC1

360A

120V

20A

Minitron incubator

1150

High

NC10

360D

120V

20A

Freezer

600

High

NC11

360D

120V

20A

Refrigerator

1000

High

NC14

360E

120V

20A

Refrigerator

1265

High

NC2

360A

120V

20A

Minitron incubator

1150

High

NC3

360A

120V

20A

Bioreactor

1300

High

NC4

360A

120V

20A

Refrigerator

1000

High

LP-12

360F

120V

20A

Incubator

400

High

NC21

360H

120V

20A

Manifold

120

High

LP-35

360A

120V

20A

Incubator

400

High

L3-15

360F

120V

20A

Laminar flow hood

1725

Low

LP-6

360E

120V

20A

FACSCanto

500

Low

Total connected Critical-priority load: 9420 W

Total connected High-priority load: 17,010 W

Total connected Low-priority load: 2225 W

Total connected Critical- & High-priority load: 26,430 W

Overall total connected load: 28,655 W

ELECTRICAL IMPROVEMENTS LIST


Improvement description	Circuit ID*	Location of outlet
Install 30-kW generator	NA	NA
Add 120V-20A circuit	NC1	Room 360A back wall
Add 120V-20A circuit	NC2	Room 360A back wall
Add 120V-20A circuit	NC3	Room 360A right wall
Convert circuit to 120V-20A	LP-3	Room 360A right wall
Add 120V-20A circuit	NC4	Room 360A front wall
Add 120V-20A circuit	NC5	Hallway 360C end
Add 120V-20A circuit	NC6	Room 360B, 1 ^st wall
Add 120V-20A circuit	NC7	Room 360B, 2 ^nd wall
Add 120V-20A circuit	NC8	Room 360B, 3 ^rd wall
Add 120V-20A circuit	NC9	Room 360B, 4 ^th wall
Add 120V-20A circuit	NC10	Room 360D, by flammable cabinet
Adapt circuit to 208V-15A (NEMA 6-15P)	LP-28,30	Room 360D, current chiller location
Wire LP-11 outlets in 360A to new circuit	NC12	Room 360A
Add 120V-20A circuit	NC11	Room 360D, near chiller
Add 120V-20A circuit	NC13	Room 360D, corner
Add 120V-20A circuit	NC14	Room 360E, blank wall
Add 208V-15A circuit	NC15	Room 360E, wall facing office
Add 120V-20A circuit	NC16	Room 360E, wall facing office
Add 120V-20A circuit	NC17	Room 360E, along bench
Add 120V-20A circuit	NC18	Room 360E, along bench
Add 120V-20A circuit	NC19	Room 360E, along bench
Add 120V-20A circuit	NC20	Room 360E, along bench
Add 120V-20A circuit	NC21	Room 360H, “oven” corner
Add 120V-20A circuit	NC22	Room 360H, next to sink
Add 208V circuit (Current TBD)	NC23	Room 360H, current fume hood location
Add 208V-15A circuit	NC24	Room 360I, back wall
Add 208V-15A circuit	NC25	Room 360I, back wall

*NCx indicates New Circuit x

PLUMBING IMPROVEMENTS LIST


Location		Description
Room 360A		Remove safety shower and eyewash
Room 360A		Add CO ₂ valves with hose barb for incubators
Room 360A		Replace all 3/8” CO ₂ pipes (currently labeled
		for nitrogen) with 1/2” copper
Rooms 360A and 370A		Run two ¹ / ² ” copper pipes (one for air and
		one for O ₂ ) with shutoff valves and hose barbs at
		both ends between source (370A) and point of
		use (360A).
Room 360D		Adapt existing Nitrogen plumbing to four hoods
		to feed three incubators with CO ₂ (hose barb
		fittings)
Room 360F		Add CO ₂ valve with hose barb for incubator
Room 360F		Cut and cap nitrogen pipe on both sides of
		exterior wall
Room 360F		Add sink with foot control
Room 360H		Run CO ₂ pipe from ceiling (using pipes
		currently marked for nitrogen) down wall to
		connect to CO ₂ manifold
Room 360H		Connect deionized water system to cold water
		supply
Room 360H		Connect deionized water system to dishwasher
Room 360H		Connect deionized water system to autoclave
Room 360H		Connect autoclave drain to existing drain pipe
Room 360H		Connect autoclave to cold water supply

NOTE: NEED TO DISCUSS HVAC REQUIREMENTS – POSITIVE VS. NEGATIVE PRESSURE IN ROOMS AND ADDITION OF VENTILATION OR HEAT SINKS TO DEAL WITH HEAT GENERATED BY EQUIPMENT

CARPENTRY AND MOVING IMPROVEMENTS LIST


Location		Description
Room 360A		Remove entire bench along left wall
Room 360A		Remove entire bench along back wall
Room 360B		Remove carpet and replace with tile
Room 360C		Remove carpet and replace with tile
Hallway 360C		Add door and small section of wall to separate hallway (lab)
		from office
Room 360A		Add adjustable track shelving along right wall
Room 360D		Remove 7 fume hoods
Room 360D		Install adjustable shelving along back wall and open bench
Room 360D		Remove small section of bench between the 4-hood bench
		and the bench along the back wall. Remove chiller.
Room 360D		Remove all casework under one hood (the one next to the
		walk-in hood)
Room 360D		Remove all casework under one hood (in corner of lab)
Room 360D		Rotate flammable cabinet 90°
Room 360F		Remove 3 fume hoods
Room 360K		Tile floor (currently bare concrete)
Rooms 360G and 370B		Add wall to separate lab (hallway) from office
Rooms 360G and 360H		Remove flammable cabinet and move to storage. Make
		passthrough (double door size) between glasswash room
		360H and hallway 360G.
Room 360H		Remove bench in corner of glasswash room 360H (location
		currently marked as “oven.”
Room 360H		Remove 1 fume hood
Room 360H		Remove all casework along wall that currently has fume
		hood
Room 360H		Remove one glassware cabinet (the one closest to the fume
		hood) and move to hallway 360C.
Rooms 370A — C		Move two cubicles from 370A to 370B & 370C
Room 360F		Remove small bench

Exhibit 31.1

CERTIFICATION
PURSUANT TO RULE 13a-14(a) or 15d-14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934

I, Robert T. McNally, President and Chief Executive Officer of GeoVax Labs, Inc. certify that:

	(1)		I have reviewed this quarterly report on Form 10-Q of GeoVax Labs, Inc.;

	(2)		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	(3)		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	(4)		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a.		All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: November 6, 2009	/s/ Robert T. McNally
	Robert T. McNally
	President & Chief Executive Officer

Exhibit 31.2

CERTIFICATION
PURSUANT TO RULE 13a-14(a) or 15d-14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934

I, Mark W. Reynolds, Chief Financial Officer of GeoVax Labs, Inc. certify that:

	(1)		I have reviewed this quarterly report on Form 10-Q of GeoVax Labs, Inc.;

	(2)		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	(3)		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	(4)		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

	a.		All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: November 6, 2009	/s/ Mark W. Reynolds
	Mark W. Reynolds
	Chief Financial Officer

Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GeoVax Labs, Inc. (the “Company”) on Form 10-Q for the three months ended September 30, 2009, I, Robert T. McNally, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes — Oxley Act of 2002, that to the best of my knowledge:

1. The quarterly report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: November 6, 2009	/s/ Robert T. McNally
	Robert T. McNally
	President & Chief Executive Officer

Exhibit 32.2

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GeoVax Labs, Inc. (the “Company”) on Form 10-Q for the three months ended September 30, 2009, I, Mark W. Reynolds, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes — Oxley Act of 2002, that to the best of my knowledge:

1. The quarterly report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: November 6, 2009	/s/ Mark W. Reynolds
	Mark W. Reynolds
	Chief Financial Officer

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