0001104659-03-005481 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • March 31st, 2003 • Vical Inc • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNITY AGREEMENT, dated as of [DATE], between VICAL INCORPORATED, a Delaware corporation (hereinafter referred to, together with its subsidiaries, if any, as the “Corporation”), and [NAME OF INDEMNITEE] (the “Indemnitee”),

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Amendment # 5
Research, Option and License Agreement • March 31st, 2003 • Vical Inc • Biological products, (no disgnostic substances)

This Amendment, dated this 23rd day of September, 2002, is by and between Œ VICAL INCORPORATED, a Delaware Corporation (“VICAL”), having a place of business located at 9373 Towne Centre Drive, Suite 100, San Diego, California 91212, USA,  AVENTIS PASTEUR, a French Société Anonyme (“AvP”), having a registered head office located at 2 avenue Pont Pasteur, 69007 Lyon, France, and Ž AVENTIS PASTEUR Limited, a company organized and existing under the laws of the Province of Ontario, Canada (“AvP-Canada”) and having its principal place of business at Connaught Campus, 1755 Steeles Avenue West, Toronto, Ontario, Canada M2R 3T4.

VICAL INCORPORATED
Employment Agreement • March 31st, 2003 • Vical Inc • Biological products, (no disgnostic substances) • California

This Amendment (the “Amendment”) to your Letter Agreement with Vical Incorporated (the “Company”) dated November 28, 2000 (the “Agreement”) will amend the terms and conditions of the Agreement to the extent provided herein and supercedes the Letter Agreement dated February 5, 2002. Except as specifically amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.

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