Exhibit

10.31




 




VICAL INCORPORATED




9373 Towne Centre Drive




Suite 100




San Diego, CA 92121




 




March 10, 2003




 




Mr. Vijay B.

Samant




 




Re:          Amendment

to November 28, 2000 Letter Regarding Employment Terms




 




Dear Vijay:




 




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.




 




Paragraph 6 of the

Agreement is hereby deleted in its entirety and replaced with the following:




 




“6.                               Relocation.  To assist you in moving to the San Diego

area, we are prepared to pay the reasonable and customary expenses of

relocating you and your family, not to exceed $60,000 in the aggregate over the

term of this Letter Agreement (the aggregate amount of relocation expenses for

which you are entitled to reimbursement hereunder shall be referred to herein

as the “Relocation Expense Amount”).  In

addition, in the event your residence in Pennsylvania is prepared and

maintained (including customary insurance coverage) for sale in reasonable

condition and listed for sale by September 1, 2003, the Company will reimburse

you up to $100,000 of any loss you incur on its sale; provided that, in the event

such a loss is anticipated, the Company or its designees may, at the Company’s

sole discretion, purchase that residence for an amount equal to its cost to you

(estimated to be approximately $550,000). 

Once you and your family have relocated to the San Diego area, the

Company will provide to you for a period not to exceed 24 months, a monthly

housing cost–of–living differential payment of up to $2,500 per

month.  Further, the Company will either

pay the costs, not to exceed $3,500 per month, of temporary housing for you in

San Diego or, at the Company’s option, provide temporary housing to you

until the earlier of your purchase of a San Diego residence or December

31, 2003.  The Company will also

reimburse you for the reasonable costs of one trip per month in connection with

your commuting to San Diego from your home in Pennsylvania, until the earlier

of your purchase of a San Diego residence or December 31, 2003.  You will be responsible for any personal

taxes (income, employment or otherwise) arising from any of the payments

described herein, except that the Company will reimburse you for the

following:  (i) the income,

employment and any other taxes




 




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you incur arising

from the Relocation Expense Amount and the actual monthly temporary housing

payments received by you (or, if the Company provides temporary housing to you,

the amount of income imputed to you with respect thereto); and (ii) the

income, employment and any other taxes you incur arising from the payments made

by the Company pursuant to Section 6(i) above and this Section 6(ii) so that

you shall be fully reimbursed for any income, employment and any other taxes

you incur associated with the payments to reimburse you for such income,

employment and other taxes on such amounts.”




 




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 and

date this Amendment and return it to me at your earliest convenience.




 




Sincerely,




 




	

  Vical Incorporated


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

  /s/ MARTHA J. DEMSKI


  	

   


  	

   


  
	

   


  	

  Martha J. Demski


  	

   


  
	

   


  	

  Vice President &

  Chief Financial Officer


  	

   


  
				





 




Accepted and Agreed:




 




 




	

   


  	

  /s/ VIJAY B. SAMANT


  	

   


  
	

  Vijay B. Samant


  
	

   


  	

   


  
	

    March 10, 2003


  	

   


  





 




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