Exhibit 10.30


 


Amendment # 5


to the Research, Option and License
Agreement


dated September 29, 1994


 


This
Amendment, dated this 23rd day of September, 2002, is by and between Œ  VICAL INCORPORATED, a Delaware Corporation
(“VICAL”), having a place of business located at 9373 Towne Centre Drive, Suite
100, San Diego, California 91212, USA, �  AVENTIS  PASTEUR,
a French Société Anonyme (“AvP”),
having a registered head office located at 2 avenue Pont Pasteur, 69007 Lyon,
France, and Ž AVENTIS  PASTEUR  Limited,
a company organized and existing under the laws of the Province of Ontario,
Canada (“AvP-Canada”) and having its principal place of business at Connaught
Campus, 1755 Steeles Avenue West, Toronto, Ontario, Canada M2R 3T4.


 


WHEREAS,
VICAL and AvP entered into a Research, Option and License Agreement (“the
Agreement”) as of September 29, 1994, as amended by Amendment #1 dated as of
September 29, 1994, by Amendment # 2 dated January 26, 1996, by Amendment # 3
dated as of April 15, 1996, and by Amendment # 4 dated December 7, 2001
(“Amendment # 4”) under which AvP was granted Options in the Field of Immunotherapeutic vaccines against cancer in humans
containing the [***] and to obtain an exclusive license under
certain Patent Rights and certain associated technologies owned by or licensed
to VICAL; and


 


WHEREAS,
VICAL informed AvP of its interest in reacquiring the rights related to [***];
and


 


WHEREAS, according
to Amendment # 4, AvP’s Option Period will not expire before [***]; and


 


WHEREAS,
AvP agrees to return its rights to [***] to VICAL;


 


NOW,
THEREFORE, the parties agree to amend the Agreement as follows :


 


1.          VICAL hereby requests that AvP abandons its rights to [***] before the
end of the Option Period (as defined in Amendment # 4).


 


2.          AvP hereby agrees to abandon the Option rights with respect to [***] (as
described in point 3. of Amendment # 4), effective immediately.


 


3.          In consideration of the reversion of rights, as soon as practicable upon
execution of this Amendment # 5, VICAL will:


•             Refund to AvP-Canada the USD [***] paid  after execution of Amendment # 4; and


 












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Confidential material redacted and separately filed with the Commission.


 

















 


•             Pay to AvP an additional USD [***] for AvP’s
administrative efforts since execution of Amendment # 4.


 


4.          Additionally, VICAL hereby offers to AvP an Option to obtain an exclusive,
worldwide, royalty bearing license to an available cancer specific antigen
(antigen to be identified by a GenBank accession number) under the same terms
and conditions as Amendment #4.  Such
Option shall expire [***] following execution of the present Amendment #5. For
the purpose of this Amendment #5, “available cancer specific antigen” shall
mean a cancer specific antigen that:


(i)    VICAL is not pursuing either alone or with a
Third Party; OR


(ii)   VICAL has not granted rights to a Third
Party.


 


5.          Any provision of the Agreement not modified by this Amendment # 5 shall
remain unchanged. Capitalized terms in this Amendment # 5 shall have the
meaning set forth in the Agreement unless otherwise specified.


 


IN WITNESS WHEREOF, the parties hereto have had this
Amendment # 5 executed by their authorized representatives as set forth below.


 


	
  VICAL INCORPORATED

  	
  AVENTIS PASTEUR Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
  By : 

  	
  /s/ VIJAY SAMANT

  	
   

  	
  By :

  	
  /s/ MARK LIEVONEN

  	
   

  
	
   

  	
  Vijay SAMANT

  	
   

  	
  Mark LIEVONEN

  
	
   

  	
  President and C.E.O.

  	
   

  	
  President

  
	
  Date : 9/23/02

  	
  Date : 10/18/02

  
							



 


 


	
  AVENTIS PASTEUR S.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By :

  	
  /s/DAVE WILLIAMS

  	
   

  	
  By :

  	
  /s/ JIM TARTAGLIA

  	
   

  
	
   

  	
  Dave WILLIAMS

  	
   

  	
  Jim TARTAGLIA

  
	
   

  	
  President and CEO

  	
   

  	
  Vice-President Research

  
	
  Date : 10/7/02

  	
  Date : 10/21/02

  
							



 


 


[***]
Confidential material redacted and separately filed with the Commission.


 


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