PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 24th, 2004 • Vical Inc • Biological products, (no disgnostic substances) • New York
Vical Incorporated, a Delaware corporation (the “Company”), proposes to sell to the Purchasers (defined below), pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the Purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), an aggregate of 3,379,000 shares of Common Stock, $.01 par value (the “Common Stock”), of the Company. The aggregate of 3,379,000 shares so proposed to be sold is hereinafter referred to as the “Stock.” The Company hereby confirms its agreement with SG Cowen Securities Corporation (“SG Cowen”) as follows (certain terms used herein are defined in Section 13 hereof):
VICAL INCORPORATED 10390 Pacific Center Court San Diego, CA 92121-4340 March 15, 2004Letter Agreement • March 24th, 2004 • 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 Agreements dated February 5, 2002 and March 10, 2003. Except as specifically amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.
