4,704,000 Shares VICAL INCORPORATED Common Stock PLACEMENT AGENCY AGREEMENTSubscription Agreement • October 12th, 2005 • Vical Inc • Biological products, (no disgnostic substances) • New York
Vical Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), an aggregate of 4,704,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company directly to the Investors. The aggregate of 4,704,000 shares of Common Stock so proposed to be sold is hereinafter referred to as the “Shares.” The Company desires to engage Piper Jaffray & Co. as its lead placement agent (the “Lead Placement Agent”) and Needham & Company, LLC and Rodman & Renshaw, LLC, as its co-placement agents (the “Co-Placement Agents” and, collectively with the Lead Placement Agent, the “Placement Agents”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
FIFTH AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT DATED MAY 31, 1991Research Collaboration and License • October 12th, 2005 • Vical Inc • Biological products, (no disgnostic substances)
This Fifth Amendment (“Fifth Amendment”), entered into this 8th day of September, 2005 (“Amendment Effective Date”), between Merck & Co., Inc. (“MERCK”) and Vical Incorporated (“VICAL”), amends the Research Collaboration and License Agreement between MERCK and VICAL dated May 31, 1991, as previously amended on April 27, 1994, December 13, 1995, November 3, 1997 and August 20, 2003 (such August 20, 2003 amendment referred to as the “Fourth Amendment”) (collectively, including all amendments, the “Agreement”).
Re: Separation AgreementSeparation Agreement • October 12th, 2005 • Vical Inc • Biological products, (no disgnostic substances) • California
This letter sets forth the terms and conditions of our agreement (the “Separation Agreement”) regarding the termination of your employment with Vical Incorporated (the “Company”). This Separation Agreement shall be effective as specified in Section 12 below.
April 6, 2004 Martha J. Demski Via Hand Delivery Re: Separation Agreement Dear Martha:Vical Inc • October 12th, 2005 • Biological products, (no disgnostic substances) • California
This letter sets forth the terms and conditions of our agreement (the “Agreement”) regarding the termination of your employment with Vical Incorporated (the “Company”). This Separation Agreement shall be effective as specified in Section 13 below.
