Amendment to employment offer letter



 Exhibit 10.48 
 VICAL INCORPORATED 
 10390 Pacific Center Court 
 San Diego, CA 92121-4340 
 May 19,
2006 
 Jill M. Church 
 Vical Incorporated 
 10390 Pacific Center Court 
 San Diego, CA 92121-4340 
  

	Re:	Amendment to Agreement Regarding Employment Terms 

 Dear Jill:

 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. 
 The attachment to the Agreement titled “Salary Continuation” is hereby deleted in its entirety and replaced
with the following: 
 “Salary Continuation” 
 Subject to mitigation, Vical will continue to pay your base compensation, at the rate then in effect, for up to six months following the
termination of your employment if, prior to the expiration of your rights to salary continuation as provided below: 
  

	 	(i)	Vical terminates your employment without your consent for any reason other than Cause or Disability; or 

  

	 	(ii)	you voluntarily resign your employment for Good Reason 

 The salary continuation payments will cease in the event of your death. In order to receive your salary continuation, you will be required to sign a release in a form acceptable to Vical, of any and all claims that you may have against
Vical. The salary continuation rights described herein shall expire on the fourth annual anniversary of the commencement of your employment; provided, however, that such rights shall automatically renew for successive 1 year periods unless
the Company provides written notice to you at least 90 days prior to the next scheduled expiration date that such rights will not be renewed. 
 Definitions: 
  

	 	1.	 Mitigation. The payments described in the section above titled “Salary Continuation” shall be reduced on a dollar-for-dollar basis by any other
compensation earned by you for personal services performed as an employee or 











	 	 
independent contractor during the six-month period following the termination of your employment, including (without limitation) deferred compensation. You
will apply your best efforts to seek and obtain other employment or consulting engagements, whether on a full- or part-time basis during such six-month period in order to mitigate the Company’s obligations. At reasonable intervals, you will
report to Vical with respect to such efforts and any compensation earned during such six-month period. 


  

	 	2.	Cause shall mean a failure to perform your duties, other than a failure resulting from complete or partial incapacity due to physical or mental illness or impairment, gross
misconduct or fraud or conviction of, or a plea of “guilty” or “no contest” to a felony. 

  

	 	3.	Disability shall mean that you, at the time your employment is terminated, have performed substantially none of your duties under this Agreement for a period of not less than
three consecutive months as the result of your incapacity due to physical or mental illness. 

  

	 	4.	Good Reason shall mean that you have incurred a material reduction in your authority or responsibility or a reduction in base salary of more than 25%.”


 This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. 
 Please sign this Amendment and return it to the Company at your earliest convenience. 
  

			
	Sincerely,
	
	VICAL INCORPORATED
		
	 By:
	 	 /s/ Vijay B. Samant

		 	 Vijay B. Samant

		 	 President and Chief Executive Officer

	
	ACCEPTED AND AGREED:
	
	 /s/ Jill M. Church

	 Jill M. Church