CONSULTING AGREEMENT FOURTH AMENDMENT

Exhibit 10.1

  00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000 000•646•1100, FAX: 858•646•1151 xxx.xxxxx.xxx

CONSULTING AGREEMENT

FOURTH AMENDMENT

This Fourth Amendment, to the Consulting Agreement (the “Fourth Amendment”), is made effective as of June 30, 2012 (the “Fourth Amendment Effective Date”) and is entered into by and between Vical Incorporated (“Vical”), a Delaware Corporation, having a place of business at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000-0000 and Xxxx X. Xxxxx (the “Consultant”), an individual having a principal address of 0000 Xxxxxxxxx Xxxxx, Xxx Xxx, XX 00000.

Whereas, Vical and Consultant entered into a Consulting Agreement (the “Agreement”), effective August 1, 2010 which has been further amended thereby extending the Term until June 30, 2012;

Whereas, Vical and Consultant wish to further amend the Agreement to extend the Term until December 31, 2012;

Now, therefore, in consideration of the covenants and promises contained herein, the parties agree as follows:

Exhibit A of the Agreement, as previously amended, is hereby amended to be replaced in its entirety as follows:

Term: This Agreement shall terminate on December 31, 2012, unless renewed in a writing signed by both parties for an additional six (6) months. Either party shall have the right to terminate this Agreement at any time with thirty (30) days’ written notice to the other party.

Except as amended hereby, all other terms and conditions of the Agreement shall remain unchanged and shall continue in full force and effect.

In witness whereof, the parties have executed this Fourth Amendment to the Consulting Agreement as of the last day indicated below.

Vical Incorporated						Xxxx X. Xxxxx
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx				By:		/s/ Xxxx X. Xxxxx
Title:		Senior Vice President & CFO				Name:		Xxxx X. Xxxxx
Date:		6/18/12				Date:		6/19/12