0001193125-06-162632 Sample Contracts

VICAL INCORPORATED 10390 Pacific Center Court San Diego, CA 92121-4340 May 19, 2006
Employment Agreement • August 7th, 2006 • Vical Inc • Biological products, (no disgnostic substances) • California

This Amendment (the “Amendment”) to your Letter Agreement with Vical Incorporated (the “Company”) dated September 20, 2004 (the “Agreement”) amends the terms and conditions of the Agreement to the extent provided herein. 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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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 7th, 2006 • Vical Inc • Biological products, (no disgnostic substances) • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 25, 2006 (the “Effective Date”), by and between VICAL INCORPORATED, a Delaware corporation (the “Company”), having its principal place of business at 10390 Pacific Center Court, San Diego, California 92121, USA, and AnGes MG Inc., a Japanese corporation (the “Purchaser”), having its principal place of business at 7-7-15 Saito-Asagi, Ibaraki, Osaka, 567-0085, Japan.

VICAL INCORPORATED 10390 Pacific Center Court San Diego, CA 92121-4340 May 19, 2006
Employment Agreement • August 7th, 2006 • Vical Inc • Biological products, (no disgnostic substances) • California

This Amendment (the “Amendment”) to your Letter Agreement with Vical Incorporated (the “Company”) dated September 13, 2001, as amended by the Letter Agreement dated October 4, 2001 and the Letter Agreement dated April 15, 2005 (collectively, the “Agreement”) amends the terms and conditions of the Agreement to the extent provided herein. Except as specifically amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.

RESEARCH AND DEVELOPMENT AGREEMENT
Research and Development Agreement • August 7th, 2006 • Vical Inc • Biological products, (no disgnostic substances) • California

THIS RESEARCH AND DEVELOPMENT AGREEMENT (the “Agreement”) is entered into as of May 25, 2006 (the “Effective Date”) by and between VICAL INCORPORATED, a Delaware corporation (“Vical”), having an address of 10390 Pacific Center Court, San Diego, California 92121 and ANGES MG INC., a Japanese corporation (“AnGes”), having an address of 7-7-15 Saito-Asagi, Ibaraki, Osaka, 567-0085, Japan.

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