Amendment No. 5 to Research, Option and License Agreement between Vical Incorporated, Aventis Pasteur S.A., and Aventis Pasteur Limited

Exhibit 10.30

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

[***] 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.

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

2