Exhibit 10.44

                              SUB-LICENSE AGREEMENT

This Sub-License Agreement (the "Agreement") is entered into as of 7th day of
June, 2002 (the "Effective Date") by VaxGen, Inc., a Delaware corporation
("VaxGen"), and VaxGen-Celltrion, Inc., a California corporation ("VCI") (each
also singularly a "Party" and collectively the "Parties") as follows:

                                   WITNESSETH:

WHEREAS, VaxGen is the licensee of certain patent rights and knowhow owned or
controlled by Genentech, Inc. ("Genentech") relating to the manufacture of
Licensed Products (as defined hereinbelow), as well as the licensee of certain
biologic materials, pre-clinical data, clinical data, protocols and other
knowhow owned or controlled by Genentech relating to the therapeutic and/or
prophylactic uses of a Vaccine (as defined hereinbelow) in humans;

WHEREAS, VaxGen wishes to sub-license to VCI the right to manufacture Licensed
Products and VCI wishes to accept such sub-license, on the terms and conditions
set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the
Parties agree as follows:

Article 1. Certain Definitions

The terms defined elsewhere in this Agreement shall have the meanings specified
herein. The following terms shall have the following meanings for purposes of
this Agreement:

1.1   "Adjuvant" and "Adjuvants" shall mean any material that enhances or
      modifies the action of the Vaccine.

1.2   "FDA" shall mean the United States Food and Drug Administration.

1.3   "Licensed Knowhow" shall mean all proprietary information, methods,
      processes, techniques, data and biologic materials (including, without
      limitation, the Vaccine) which are in the possession of or controlled by
      VaxGen presently or hereafter during the term of this Agreement, which
      VaxGen is free to sublicense, and which are necessary or useful for the
      manufacture of any Licensed Product. "Licensed Knowhow" shall include,
      without limitation, those items listed or described in Exhibit "A"
      attached hereto.

1.4   "Licensed Patent Rights" shall mean all patents and patent applications,
      and all patents issuing therefrom, together with all extensions, reissues,
      reexaminations, substitutions, renewals, divisions, continuations,
      continuations-in-part and foreign counterparts thereof or therefor, that
      are licensed to VaxGen by Genentech presently or hereafter during the term
      of this Agreement, and which VaxGen is free to license or sublicense, to
      the extent


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      that any of the foregoing relates to or claims the manufacture of any
      Licensed Product. "Licensed Patent Rights" includes, without limitation,
      the patents and patent applications specified in Exhibit "B" attached
      hereto.

1.5   "Licensed Product" shall mean any pharmaceutical formulation that is based
      upon, contains, incorporates or uses the Vaccine (or any homolog, analog,
      fragment, derivative or variant of the Vaccine), whether alone or
      containing, incorporating or using any other substance, product, material
      or device (active or not), including, without limitation, one or more
      Adjuvants.

1.6   "Vaccine" shall mean "AIDSVAX", i.e., the recombinant HIV surface
      glycoprotein gp120 developed by VaxGen as more particularly described in
      Exhibit "C" attached hereto.

Article 2. Grant of Rights

2.1   License Grant. Subject to the other terms and conditions of this
      Agreement, VaxGen hereby grants to VCI a non-exclusive sub-license under
      the Licensed Patent Rights and Licensed Knowhow to make Licensed Products
      in the United States. With respect to the Licensed Patent Rights or
      Licensed Knowhow, VCI shall have no rights other than the rights as
      granted under this Agreement.

2.2   Sublicenses. VCI shall have no right to grant further sub-licenses of its
      rights hereunder without the prior written consent of VaxGen, which
      consent may be withheld by VaxGen in its sole discretion.

Article 3. Technology Transfer

3.1   VCI shall have the right to require VaxGen, at VCI's expense, to transfer
      to VCI the Licensed Patent Rights and Licensed Knowhow. The Parties shall
      in good faith determine the most cost-effective and timely means of
      effecting such transfer.

3.2   VaxGen shall provide to VCI all the relevant documents, materials,
      designs, data and other information necessary for the use of the Licensed
      Patents Rights and the Licensed Knowhow and for the manufacture of the
      VACCINE by VCI. The timing and method of delivery of those documents shall
      be determined later based on mutual agreement by the Parties.

3.3   All other matters relating to the transfer of technology not expressly
      provided herein shall be agreed upon by the Parties. The Parties shall
      meet and discuss the detailed program for the transfer of technology as
      soon as practically possible.


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Article 4. Payments and Record-Keeping

4.1   VCI Records. VCI shall keep full, true and accurate books of account
      containing all particulars which may be necessary for the purpose of
      documenting all production of Licensed Products by VCI (including, without
      limitation, establishing the fully burdened manufacturing cost of all such
      Licensed Product and such other information as may be required of VaxGen
      to comply with its obligations to Genentech pursuant to VaxGen's license
      from Genentech to the Licensed Patent Rights and Licensed Knowhow, a
      redacted copy of which has been provided to VCI's counsel). VCI's complete
      books of account and supporting data therefor shall be kept at its
      principal place of business for at least five years following the end of
      the calendar year to which they pertain, and shall be made available for
      inspection and copying during regular business hours by an independent
      accountant retained by VaxGen or Genentech at VaxGen's (or Genentech's)
      sole expense; provided, however, that such inspection shall not take place
      more often than once per year during the term of this Agreement. Results
      of any inspection hereunder shall be made available promptly to both
      Parties in writing.

Article 5. Intellectual Property Rights

5.1   Ownership. Nothing in this Agreement shall be deemed to constitute any
      assignment of title in or to the Licensed Knowhow and Licensed Patent
      Rights to VCI. VCI shall retain title to its interest in any improvements
      to the Licensed Knowhow or Licensed Patent Rights developed or invented
      solely by VCI or jointly by VCI and any third party; provided, however,
      that VaxGen and Genentech shall each have a worldwide, non-exclusive
      royalty free license to use any such improvements as it sees fit. The
      Parties shall own jointly any improvements to any Licensed Knowhow or
      Licensed Patent Rights developed or invented by both Parties. Designation
      of inventor(s) on any patent application is a matter of law, and shall be
      solely within the discretion of qualified patent counsel of VaxGen and VCI
      to determine in accordance with the applicable laws of inventorship and
      competent written evidence.

5.2   Patent Infringement

      (a)   If either Party learns that a third party is infringing or allegedly
            infringing any Licensed Patent Rights, it shall promptly notify the
            other Party thereof. The Parties shall cooperate and use reasonable
            efforts to stop such alleged infringement without litigation.

      (b)   VaxGen shall have the sole right (but not the obligation) to take
            the appropriate steps to remove the infringement or alleged of
            Licensed Patent Rights, including, without limitation, initiating a
            suit, proceeding or other legal action.

5.3   Third Party Patent Rights. If a notice of infringement is received by, or
      a suit is initiated against, either Party with respect to any Licensed
      Product, the Parties shall consult in good faith regarding the best
      response.


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Article 6. Confidentiality

6.1   Confidentiality. In the course of performance of this Agreement, one Party
      may disclose to the other Party or receive from the other Party
      information which is confidential information of the disclosing Party. In
      order to be considered confidential information of the disclosing Party,
      such information must be in writing and designated as confidential, or if
      disclosed orally must be confirmed in writing to the other Party as
      confidential within 30 days after such oral disclosure ("Confidential
      Information"). In addition, for the purposes of this Agreement,
      Confidential Information shall not include information that (in each case
      as evidenced by written records or other competent evidence):

      (a)   was known to the receiving Party at the time of disclosure hereunder
            by the disclosing Party;

      (b)   was generally available to the public or was otherwise part of the
            public domain at the time of disclosure hereunder, or became
            generally available to the public or otherwise part of the public
            domain after disclosure hereunder other than through any act or
            omission of the receiving Party in breach of this Agreement;

      (c)   became known to the receiving Party after disclosure from a source
            that had a lawful right to disclose such information to others; or

      (d)   was independently developed by the receiving Party without the use
            of any Confidential Information of the disclosing Party.

      Each Party shall protect and keep confidential and shall not use, publish
      or otherwise disclose to any third party the other Party's Confidential
      Information for a period of five years from the date of disclosure
      hereunder, except as otherwise permitted by this Agreement or with the
      other Party's prior consent.

6.2   Disclosures. Notwithstanding Section 6.1, each Party may disclose
      Confidential Information of the other Party during any official proceeding
      before a court or governmental agency, as a part of a patent application
      filed on inventions made under this Agreement, or as necessary in order
      lawfully to manufacture Licensed Products as contemplated herein, provided
      that the Party whose Confidential Information is included in such
      application shall have the opportunity to review such proposed disclosure
      at least 30 days prior to the date of such filing and does not object in
      writing to such proposed disclosure.

Article 7. Representations and Warranties

7.1   Disclaimer. Except as expressly provided in this Agreement, the Parties
      disclaim all other representations and warranties, express or implied,
      including, without limitation, WARRANTIES OF MERCHANTABILITY, FITNESS FOR
      A PARTICULAR PURPOSE, or NON-INFRINGEMENT.


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7.2   Mutual Representations and Warranties. Each party represents and warrants
      to the other Party that, to its best knowledge, it is free to enter this
      Agreement, in so doing it will not violate any other agreement to which it
      is party or subject, and currently has the right to grant the licenses
      granted as set forth in this Agreement.

7.3   Representations and Warranties by VaxGen. VaxGen represents and warrants
      to VCI that the Licensed Patent Rights and Licensed Knowhow, taken
      together with the intellectual property rights to be licensed and
      transferred to VCI pursuant to a certain License Agreement between the
      Parties of even date herewith, are suitable and adequate to manufacture
      the Vaccine at the scale currently produced by Genentech;

Article 8. Liability

8.1   Limitation of Liability. Neither Party shall be liable to the other for
      indirect, incidental, special or consequential damages arising out of or
      resulting from any term or condition of this Agreement or with respect to
      their performance or lack thereof.

8.2   Indemnification by VCI. VCI shall indemnify, defend and hold harmless
      VaxGen and its directors, officers, employees, agents and affiliates from
      and against all costs, claims, suits, liabilities, expenses (including
      reasonable attorneys' fees) and damages arising out of or resulting from
      the manufacture by VCI of any Licensed Product, except to the extent that
      such cost, claim, suit, expense or damage arose or resulted from any
      willful or negligent act or omission by VaxGen. VCI's indemnification
      obligations hereunder shall be conditioned upon VaxGen: (i) giving
      reasonable notice to VCI of any such claim or action, (ii) tendering the
      defense of such claim or action to VCI, (iii) reasonably assisting VCI (at
      VCI's expense) in investigating and defending such claim or action, and
      (iv) not compromising or settling such claim or action without VCI's prior
      consent.

8.3   Indemnification by VaxGen. VaxGen shall indemnify, defend and hold
      harmless VCI and its directors, officers, employees, agents and affiliates
      from and against all costs, claims, suits, liabilities, expenses
      (including reasonable attorney's fees) and damages arising out of or
      resulting from the promotion, use or sale by VaxGen or its sub-licensee(s)
      of any Licensed Product, except to the extent that such cost, claim, suit,
      expense or damage arose or resulted from any willful or negligent act or
      omission by VCI or its sub-licensees. VaxGen's indemnification obligations
      hereunder shall be conditioned upon VCI: (i) giving reasonable notice to
      VaxGen of any such claim or action; (ii) tendering the defense of such
      claim or action to VaxGen; (iii) reasonably assisting VaxGen (at VaxGen's
      expense) in investigating and defending such claim or action, and (iv) not
      compromising or settling such claim or action without VaxGen's prior
      consent.

8.4   Insurance. Without limiting any indemnification obligations under this
      Agreement, VCI shall obtain and maintain on an on-going basis for the time
      period specified hereinbelow comprehensive general liability and products
      liability insurance (including contractual liability coverage of VCI's
      indemnification obligations under this Agreement) in the amount of at
      least $25,000,000 per occurrence and annual aggregate combined single


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      limit for bodily injury and property damage liability, with such insurance
      coverage to be maintained with an insurance company or companies
      reasonably acceptable to VaxGen and with a deductible or maximum
      self-insured retention not to exceed $50,000 per occurrence and annual
      aggregate. This insurance shall not contain any exclusions or limitations
      in regard to liability relating to AIDS/HIV. VCI shall maintain such
      insurance coverage without interruption during the term of this Agreement
      and for a period of at least 10 years after the expiration or termination
      of this Agreement. Such insurance shall name VaxGen as an additional
      insured, shall state that it is primary to any valid and collectible
      insurance available to VaxGen which also covers the same loss for which
      VCI has liability pursuant to the Agreement, shall contain a
      cross-liability or severability of interest clause, and shall state that
      VaxGen will be provided with at least 30 days' advance written notice of
      any termination, cancellation or material change in the insurance policy.
      VCI shall provide VaxGen with evidence of such insurance coverage as
      required under this Agreement by no later than the deadline specified
      above for obtaining such insurance coverage, and thereafter shall continue
      to provide VaxGen with evidence of such required insurance coverage on an
      annual basis (by not later than each annual renewal date of such coverage)
      during the term of this Agreement and for a period of at least 10 years
      after the expiration or termination of this Agreement. VCI may satisfy its
      obligation to provide evidence of such required insurance coverage by
      providing VaxGen with complete copies of the insurance policies themselves
      or certificates from its insurance company or companies evidencing the
      coverage required hereunder.

Article 9. Term and Termination

9.1   Term. This Agreement shall commence on the Effective Date and, unless
      earlier terminated in accordance herewith, shall expire 15 years from the
      date of first commercial sale of a Licensed Product manufactured
      hereunder.

9.2   Termination for Default. Failure by either Party to comply with any of its
      material obligations set forth in this Agreement shall entitle the
      non-defaulting Party to give the defaulting Party a notice specifying the
      nature of the default and requiring the defaulting Party to make good its
      default. If such default is not cured within 30 days after such notice,
      the non-defaulting Party shall be entitled, without prejudice to any of
      its other rights under this Agreement or available to it at law or in
      equity, to terminate this Agreement effective upon a notice of termination
      to the defaulting Party.

9.3   Termination for Insolvency or Bankruptcy. Either Party may, in addition to
      any other remedies available to it by law or in equity, terminate this
      Agreement, in whole or in part as the terminating Party may determine, by
      notice to the other Party in the event the other Party shall have become
      insolvent or bankrupt, or shall have made an assignment for the benefit of
      its creditors, or there shall have been appointed a trustee or receiver of
      the other Party or for all or a substantial part of its property, or there
      shall have been issued a warrant of attachment, execution, distraint or
      similar process against any substantial part of the property of the other
      Party, or any case or proceeding shall have been commenced or other action
      taken by or against the other Party in bankruptcy or seeking
      reorganization, liquidation, dissolution, winding-up, arrangement,
      composition or


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      readjustment of its debts or any other relief under any bankruptcy,
      insolvency, reorganization or other similar act or law of any jurisdiction
      now or hereafter in effect, provided that in any such case such event
      shall have continued for 60 days undismissed, unbonded and undischarged.
      Furthermore, all rights and licenses granted under to this Agreement are,
      and shall otherwise be deemed to be, for purposes of Section 365 (n) of
      the Bankruptcy Code, licenses of rights to "intellectual property" as
      defined under Section 91(56) of the United States Bankruptcy Code. The
      Parties agree that in the event of the commencement of a bankruptcy
      proceeding by or against one Party under the United States Bankruptcy
      Code, the other Party shall be entitled to complete access to any such
      intellectual property, and all embodiments of such intellectual property,
      pertaining to the rights granted in the licenses hereunder of the Party by
      or against whom a bankruptcy proceeding has been commenced.

9.4   Unilateral Termination. VCI shall have the right to terminate this
      Agreement, in its sole discretion, on no less than three months' prior
      notice to VaxGen.

9.5   Effect of Termination

      (a)   Expiration or termination of this Agreement for any reason shall be
            without prejudice to any rights which shall have accrued to the
            benefit of either Party prior to such expiration or termination, and
            shall not relieve either Party from its obligations which are
            expressly indicated to survive expiration or termination of this
            Agreement; such rights and obligations include, without limitation,
            those under Sections 4.1, 5.2, 5.3, 6.1, 6.2, 8.1, 8.2, 8.3, 8.4,
            9.5, 10.1, 10.2, 10.5 and 10.8 of this Agreement.

      (b)   On any termination of this Agreement: (i) VCI promptly shall return
            to VaxGen all tangible Licensed Knowhow and other property owned by
            VaxGen (whether solely or jointly with VCI) that are in VCI's
            possession or control, including, without limitation, all biological
            materials, pre-clinical and clinical data, and applicable
            improvements to Licensed Patent Rights or Licensed Knowhow; and (ii)
            VCI promptly shall take all appropriate and necessary actions,
            including with the FDA and other involved regulatory agencies, to
            effect the assignment or transfer to VaxGen (or to no longer permit
            further reference to by VCI) of all VaxGen Regulatory filings, as
            directed by VaxGen. All such activities shall be conducted in a
            prompt and orderly fashion such that the value of what is being
            transferred is preserved, at VCI's expense.


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Article 10. General Provisions

10.1  Notices. Any notice, request, delivery, demand, report, accounting,
      approval or consent required or permitted to be given under this Agreement
      shall be in writing and shall be deemed sufficiently given on the same day
      as delivery if delivered in person or transmitted by telecopier (with
      confirmed answer-back) in any case by 5:00 p.m. local time, on the next
      business day if sent by overnight courier service, and in three business
      days if sent by registered or certified mail, in any case addressed to the
      Party to whom it is directed at its address shown below or such other
      address as such Party shall have last given by notice to the other Party
      in accordance with this Section 10.1:

      If to VaxGen, addressed to:                 VaxGen, Inc.
                                                  1000 Marina Boulevard
                                                  Brisbane, CA 94005-1841
                                                  Attn: Dr. Lance K. Gordon, CEO


      If to VCI, addressed to:                    VaxGen-Celltrion, Inc.
                                                  c/o VaxGen, Inc.
                                                  1000 Marina Boulevard
                                                  Brisbane, CA 94005-1841
                                                  Attn: Mr. James P. Panek

10.2  Governing Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of California (other than its choice
      of law principles).

10.3  Entire Agreement. This Agreement is the entire agreement and understanding
      between the Parties with respect to the Licensed Patent Rights and
      Licensed Knowhow, and supersedes and cancels any and all prior
      negotiations, correspondence, understandings and agreements, whether
      written or oral, between the Parties respecting the Licensed Patent Rights
      and Licensed Knowhow. No amendment or other modification of this Agreement
      shall be binding on either Party unless reduced to writing and signed by
      an authorized officer of each Party.

10.4  Binding Effect and Assignment. This Agreement shall be binding upon and
      inure to the benefit of the Parties hereto and their respective permitted
      successors and assigns, subject to the remainder of this Section This
      Agreement shall not be assignable by either Party in whole or in part
      without the other Party's prior consent in its sole discretion, except
      that either Party may assign this Agreement in whole or in part without
      the other Party's consent in connection with any consolidation, merger,
      redemption, put or sale of stock, conveyance of substantially all of the
      assigning Party's assets.

10.5  Dispute Resolution. In the event of any dispute, controversy or claim
      arising out of or relating to this Agreement, the Parties shall try to
      settle it amicably between themselves including first referring such
      dispute, controversy or claim to a member of each Party's Board of
      Directors for resolution. If the Parties are unable to so settle such
      dispute, controversy or claim within 30 days after such referral, then
      either Party may, by notice


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      to the other, have it referred to their respective chief executive
      officers for attempted resolution by good faith negotiations within 30
      days after such notice. In the event the chief executive officers are not
      able to resolve it, either Party may at any time after the 30-day period
      invoke the arbitration provisions of this Section 10.5.

      All arbitration proceedings shall be conducted under the procedural rules
      of the American Arbitration Association, in English. Proceedings shall be
      in San Francisco, California. The Party requesting arbitration shall serve
      upon the other Party a demand for arbitration stating the substance of the
      controversy, dispute or claim, and the contention of the Party requesting
      arbitration. Within 30 days after the demand, the Parties shall each
      select one arbitrator, which arbitrators shall together select a third
      arbitrator. The three arbitrators are to act as neutral arbitrators and
      shall have no past, present or anticipated future affiliation with the
      Parties which would unduly influence the independence of an arbitrator.
      The decision of the arbitrators shall be in writing setting forth the
      basis therefore.

      The arbitrators shall have the authority to award compensatory damages,
      interest, tort damages (but not punitive or similar damages) and specific
      performance and other equitable relief. The Parties shall abide by the
      award rendered in such arbitration proceeding, and such award may be
      enforced and executed upon in any court having jurisdiction over the Party
      against whom enforcement of such award is sought. During such arbitration
      proceedings, each Party shall pay its arbitrators' fees, administration
      charges and related expenses of arbitration. The losing Party shall
      thereafter reimburse the prevailing Party for all such costs incurred in
      connection with such arbitration.

10.6  Waiver. The waiver by either Party of any breach of or default under any
      of the provisions of this Agreement or the failure of either Party to
      enforce any of the provisions of this Agreement or to exercise any right
      thereunder shall not be construed as a waiver of any other breach or
      default or a waiver of any such rights or provisions hereunder.

10.7  Severability. If any part of this Agreement shall be held invalid, illegal
      or unenforceable by any court of authority having jurisdiction over this
      Agreement or either Party, such part shall be ineffective only to the
      extent of such invalidity, illegality or unenforceability, and shall be
      validly reformed by addition or deletion of wording as appropriate to
      avoid such result and as nearly as possible approximate the intent of the
      Parties. If unreformable, this Agreement shall be divisible and deleted in
      such jurisdiction, but elsewhere shall not be affected.

10.8  Publicity. VCI and VaxGen shall consult and obtain mutual consent before
      making any public announcement concerning this Agreement, the subject
      matter hereof or use of the other Party's name, except for information
      that is already in the public domain or where the nature of such
      information has been previously approved for disclosure.

10.9  Counterparts. This Agreement may be executed in two or more counterparts,
      each of which shall be deemed an original for all purposes, but all of
      which together shall constitute one and the same instrument.


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10.10 No Other Rights. No rights or licenses, express or implied, are granted to
      VCI by this Agreement to use in any manner any trade name or trademark of
      VaxGen, or any other intellectual property not expressly covered by this
      Agreement.

10.11 Force Majeure. Neither Party shall be liable to the other for loss or
      damages or shall have any right to terminate this Agreement (except as
      otherwise provided in this Agreement) for any default or delay of the
      other Party in its performance under this Agreement that is attributable
      to an act of God, flood, fire, explosion, strike, lockout, labor dispute,
      casualty or accident, war, revolution, civil commotion, act of public
      enemies, blockage or embargo, injunction, law, order, proclamation,
      regulation, ordinance, demand or requirement of any government or
      subdivision, authority or representative of any such government, or any
      other cause beyond the reasonable control of the affected Party, if the
      Party affected shall give prompt notice of any such cause to the other
      Party. The Party giving such notice shall thereupon be excused from such
      of its obligations hereunder for the period of time that it is so
      disabled.

10.12 Headings. Headings are for the convenience of reference only and shall not
      control the construction or interpretation of any of the provisions of
      this Agreement.

10.13 No Partnership. Nothing in this Agreement is intended or shall be deemed
      to constitute a partnership, agency, employer-employee, or joint venture
      relationship between the Parties. Neither Party shall incur any debts or
      make any commitments for the other Party.

IN WITNESS WHEREOF, the Parties each have caused this Agreement to be duly
executed by its duly authorized representative as of the date set forth above.

VAXGEN, INC.                                         VAXGEN-CELLTRION, INC.


By: ______________________                           By: ______________________
Name: Dr. Lance K. Gordon                            Name: Mr. James P. Panek
Title: Chief Executive Officer                       Title: President


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                                    Exhibit A

                                Licensed Knowhow

AIDSVAX Technology

VaxGen will transfer all of the following AIDSVAX specific technology, materials
and knowhow, which together with the Platform Technology licensed to VCI under
that certain License Agreement will enable VCI to manufacture AIDSVAX Product:

Materials

      o     Cell Banks (MCB and WCB)

      o     Source Cell Lines

      o     Plasmids, Primers, and/or other Molecular Biology Constructs

      o     Samples of Bulk Substance

      o     Inventory of Key Intermediates or Process Aids

      o     Proprietary affinity resins

      o     Proprietary Reference and Working Standards

Method of Manufacture

      o     Lists of raw material

      o     Process flow chart

      o     Cell substrate/host cell descriptions

      o     Expression vector descriptions

      o     Cell seed culture procedures

      o     Cell growth and harvesting procedures

      o     Purification and downstream processing procedures

      o     Process validation procedures and data

      o     Copies of completed batch history records for actual facility
            qualification production lots (completed Manufacturing and
            Analytical Testing "tickets")

Process Description (Step-by-step description of the entire production process)

      o     Purpose of each step

      o     Process conditions and excursion limits (pH, temperature,
            osmolality, etc.)

      o     Operating volumes

      o     Yields and concentrations

      o     Raw materials

      o     Packaging materials

      o     Process hold and storage points

      o     Analytical sample points

Description and Characterization

      o     Product description

      o     Physiochemical characterization

      o     Biological characterization

      o     Demonstration of the comparability of the product


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Process Controls

      o     Qualification of in-process controls for all manufacturing
            operations.

Drug Substance Specifications and Analytical Methods

      o     All product specifications and associated analytical methods

      o     Certificates of Analysis (C of A's) for the qualification lots

Validation Requirements and Master Plan

      o     Requirements for the validation of all process equipment, critical
            utility systems and automation systems (hardware and software)

      o     Cleaning and sterilization procedures

      o     Process and analytical methods validation

Drug Substance Storage and Shipping Procedures

      o     Stability Testing Methods

Regulatory Documents

      o     IND/NDA/BLA/ELA filings including updates, amendments, and
            supplements

      o     Minutes of Health Authority Meetings

      o     Relevant correspondence, including telephone contact reports

      o     Annual Reports

      o     Inspection Reports and Observations, Warning Letters, and Responses

Manufacturing Documents

      o     Bulk Substance Manufacturing Batch Records, including any critical
            process aids or components including media and/or resins

      o     Raw Material Specifications (including approved suppliers, BSE/TSE
            certifications)

      o     In-Process Specifications and Analytical Methods

      o     Manufacturing Process Development Report (to include process
            history, stability of key intermediates or process hold steps)

      o     Process Validation Protocols and Reports

      o     Cell Bank (MCB and WCB) Production, Characterization, and Stability
            Records

      o     Cell Line Certifications or Source Documentation as Appropriate

Analytical Documents

      o     Analytical Methods (SOPs) for Release and/or Stability

      o     Methods used in all relevant characterization of Bulk Substance or
            Final Product Vials

      o     Method Development/Qualification Reports

      o     Methods Validation Protocols and Reports

      o     OOS Investigation reports for Confirmed OOS events at release or on
            stability

      o     Qualification Reports for Reference Standards Unique to the product

Other Quality Documents and Support

      o     Release and Shelf Life Specifications for Bulk Substance

      o     Specification Development Report

      o     Results of Characterization

      o     Stability Protocols, Stability Data, and Analysis for Bulk Substance

      o     Auditing of Documents, Facilities and Compliance

      o     Ongoing Quality Support


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                                    Exhibit B

                     List of Patents and Patent Applications

Genentech Series Ref.:         P0837
Skjerven Series Ref.:          M-2820

US Case(s):

Genentech Ref.:                P0837P1
Skjerven Ref.:                 M-2820-1P US
Title:                         HIV ENVELOPE POLYPEPTIDES
Application No.:               08/448,603
Filing Date:                   Oct. 10, 1995
Related Applications:
Status:                        Granted
Patent No.:                    5,864,027
Issue Date:                    Jan. 26, 1999
Expiration Date:               Jan. 26, 2016



Genentech Ref.:                P0837P1D1
Skjerven Ref.:                 M-2820-2D US
Title:                         HIV ENVELOPE POLYPEPTIDES
Application No.:               09/134,075
Filing Date:                   Aug. 13, 1998
Related Applications:          Div. of M-2820-1P US
Status:                        Granted
Patent No.:                    6,042,836
Issue Date:                    March 28, 2000
Expiration Date:               June 7, 2013



Genentech Ref.:                P0837P1D2
Skjerven Ref.:                 M-2820-3D US
Title:                         HIV ENVELOPE POLYPEPTIDES
Application No.:               09/492,739
Filing Date:                   January 27, 2000
Related Applications:          Div. of M-2820-2D US
Status:                        Pending
Patent No.:
Issue Date:


                                      -1-
<PAGE>

Foreign Cases:

Country:                       Australia
Application No.:               7047894
Status:                        Granted
Patent No.:                    700371
Claims (if Granted):

Country:                       Canada
Application No.:               2164505
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Europe
Application No.:               949192819
Status:                        Published;
Patent No.:
Claims (if Granted):

Country:                       New Zealand
Application No.:               267838
Status:                        Granted
Patent No.:                    267838
Claims (if Granted):

Country:                       PCT
Application No.:               US9406036
Status:                        Completed
Patent No.:
Claims (if Granted):

Genentech Series Ref.:         P1008R1
Skjerven Series Ref.:          M-3897

US Case(s):

Genentech Ref.:                P1008R1
Skjerven Ref.:                 M-3897-1P US
Title:                         HIV ENVELOPE POLYPEPTIDES AND VACCINE
Application No.:               08/889,841
Filing Date:                   July 8, 1997
Related Applications:
Status:                        Granted
Patent No.:                    6,090,392
Issue Date:                    July 18, 2000
Expiration Date:               July 8, 2017


                                      -2-
<PAGE>

Genentech Ref.:                P1008R1D1
Skjerven Ref.:                 M-3897-2D US
Title:                         HIV ENVELOPE POLYPEPTIDES AND VACCINE
Application No.:               09/419,362
Filing Date:                   Oct. 15, 1999
Related Applications:          Div. of M-3897-1P US
Status:                        Pending
Patent No.:
Issue Date:

Foreign Cases:

Country:                       ARIPO
Application No.:               APP9901432
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Argentina
Application No.:               P970102984
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Australia
Application No.:               3567797
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Canada
Application No.:               2259965
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       China
Application No.:               971962448
Status:                        Published
Patent No.:
Claims (if Granted):


                                      -3-
<PAGE>

Country:                       Europe
Application No.:               979321460
Status:                        Published
Patent No.:
Claims (if Granted):

Country:                       Hong Kong
Application No.:               99106208.7
Status:                        Published
Patent No.:
Claims (if Granted):

Country:                       Indonesia
Application No.:               P972342
Status:                        Published
Patent No.:
Claims (if Granted):

Country:                       Israel
Application No.:               127701
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       India
Application No.:               1266CAL97
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Japan
Application No.:               5051901998
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       New Zealand
Application No.:               333500
Status:                        Allowed
Patent No.:
Claims (if Granted):

Country:                       OAPI
Application No.:               9900004
Status:                        Granted
Patent No.:                    10954
Claims (if Granted):


                                      -4-
<PAGE>

Country:                       Thailand
Application No.:               038312
Status:                        Published
Patent No.:
Claims (if Granted):

Country:                       Taiwan
Application No.:               86109394
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       PCT
Application No.:               US9709690
Status:                        Completed
Patent No.:
Claims (if Granted):

Country:                       South Africa
Application No.:               975889
Status:                        Granted
Patent No.:
Claims (if Granted):


Genentech Series Ref.:         P0825B
Skjerven Series Ref.:          M-9169

US Case(s):

Genentech Ref.:                P0825BC3
Skjerven Ref.:                 M-9169-3C US
Title:                         METHODS AND COMPOSITIONS FOR
                               MICROENCAPSULATION OF ANTIGENS FOR USE AS
                               VACCINES
Application No.:               08/846,933
Filing Date:                   Dec. 22, 1998
Related Applications:
Status:                        Pending
Patent No.:
Issue Date:

Foreign Cases:

Country:                       Canada
Application No.:               2172509
Status:                        Published
Patent No.:
Claims (if Granted):


                                      -5-
<PAGE>

Country:                       Europe
Application No.:               949307946
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Japan
Application No.:               5121181995
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       PCT
Application No.:               US9411753
Status:                        Completed
Patent No.:
Claims (if Granted):

Genentech Series Ref.:         P0845B
Skjerven Series Ref.:          M-9171

US Case(s):

Genentech Ref.:                P0845B
Skjerven Ref.:                 M-9171-1C US
Title:                         METHODS AND COMPOSITIONS FOR
                               MICROENCAPSULATION OF ADJUVANTS
Application No.:               08/460,363
Filing Date:                   June 2, 1995
Related Applications:
Status:                        Granted
Patent No.:                    5,643,605
Issue Date:                    July 1, 1997
Expiration Date:               July 1, 2014

Foreign Cases:

Country:                       Canada
Application No.:               2172507
Status:                        Published
Patent No.:
Claims (if Granted):


                                      -6-
<PAGE>

Country:                       Europe
Application No.:               949307680
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Japan
Application No.:               5120731995
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       PCT
Application No.:               US9411674
Status:                        Completed
Patent No.:
Claims (if Granted):

Genentech Series Ref.:         P0846B
Skjerven Series Ref.:           M-9173

US Case(s):

Genentech Ref.:                P0846BC2
Skjerven Ref.:                 M-9173-2C US
Title:                         METHOD FOR DRYING MICROSPHERES
Application No.:               08/966,850
Filing Date:                   November 7, 1997
Related Applications:
Status:                        Granted
Patent No.:                    6,080,429
Issue Date:                    June 27, 2000
Expiration Date:               Oct. 25, 2013



Foreign Cases:

Country:                       Argentina
Application No.:               329860
Status:                        Granted
Patent No.:                    AR254698V1
Claims (if Granted):

Country:                       Austria
Application No.:               949313696
Status:                        Granted
Patent No.:                    E175110
Claims (if Granted):


                                      -7-
<PAGE>

Country:                       Belgium
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       Canada
Application No.:               2172508
Status:                        Published
Patent No.:
Claims (if Granted):

Country:                       Switzerland
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       Chile
Application No.:               154494
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Europe
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       Germany
Application No.:               949313696
Status:                        Granted
Patent No.:                    694156841
Claims (if Granted):

Country:                       Denmark
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       France
Application No.:               949313696
Status:                        Granted


                                      -8-
<PAGE>

Patent No.:                    0724433
Claims (if Granted):
Country:                       Great Britain
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       Ireland
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       Japan
Application No.:               5120761995
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Luxembourg
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       Monaco
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       Mexico
Application No.:               948028
Status:                        Granted
Patent No.:                    1999050
Claims (if Granted):

Country:                       Netherlands
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):

Country:                       Sweden
Application No.:               949313696
Status:                        Granted
Patent No.:                    0724433
Claims (if Granted):


                                      -9-
<PAGE>

Country:                       Uruguay
Application No.:               23846
Status:                        Granted
Patent No.:                    13681
Claims (if Granted):

Country:                       Uruguay
Application No.:               25718
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Venezuela
Application No.:               165094
Status:                        Granted
Patent No.:                    165094
Claims (if Granted):

Country:                       PCT
Application No.:               US9411678
Status:                        Completed
Patent No.:
Claims (if Granted):

Genentech Series Ref.:         P0278P2D1
Skjerven Series Ref.:          M-9182

US Case(s):

Genentech Ref.:                P0278P2D1C3
Skjerven Ref.:                 M-9182-5C US
Title:                         MOLECULARLY CLONED ACQUIRED
                               IMMUNODEFICIENCY SYNDROME POLYPEPTIDES AND
                               THEIR METHODS OF USE
Application No.:               08/282,857
Filing Date:                   July 29, 1994
Related Applications:
Status:                        Granted
Patent No.:                    5,853,978
Issue Date:                    December 29, 1998
Expiration Date:               December 29, 2015


                                      -10-
<PAGE>

Genentech Ref.:                P0278P2D1C5
McCutchen Ref.:                M-9182-7C US
Title:                         MOLECULARLY CLONED ACQUIRED
                               IMMUNODEFICIENCY SYNDROME POLYPEPTIDES AND
                               THEIR METHODS OF USE
Application No.:               09/547,692
Filing Date:                   April 12, 2000
Related Applications:          Con of M-9182-6C US
Status:                        Pending
Patent No.:
Issue Date:

Genentech Series Ref.:         P0278P1
Skjerven Series Ref.:          M-9182

Foreign Cases:

Country:                       Austria
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):

Country:                       Belgium
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):

Country:                       Canada
Application No.:               498600
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Europe
Application No.:               853094548
Status:                        Opposition
Patent No.:                    187041
Claims (if Granted):

Country:                       France
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):


                                      -11-
<PAGE>

Country:                       Germany
Application No.:               853094548
Status:                        Granted
Patent No.:                    P3588134808
Claims (if Granted):

Country:                       Italy
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):

Country:                       Liechtenstein
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):

Country:                       Luxembourg
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):

Country:                       Netherlands
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):

Country:                       Sweden
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):

Country:                       Switzerland
Application No.:               853094548
Status:                        Granted
Patent No.:                    187041
Claims (if Granted):

Country:                       United Kingdom
Application No.:               853094548
Status:                        Granted


                                      -12-
<PAGE>

Patent No.:                    187041
Claims (if Granted):
Genentech Series Ref.:         P0372P2
Skjerven Series Ref.:          M-9183

US Case(s):

Genentech Ref.:                P0372P2C1D1C4
Skjerven Ref.:                 Not in docket
Title:                         METHODS AND COMPOSITIONS FOR THE USE OF HIV
                               ENV POLYPEPTIDES AND ANTIBODIES THERETO
Application No.:               08/953,550
Filing Date:                   October 17, 1997
Related Applications:
Status:                        Unknown (File history received from Genentech)
Patent No.:
Issue Date:

Foreign Cases:

Country:                       Japan
Application No.:               0384591988
Status:                        Granted
Patent No.:                    2813630
Claims (if Granted):

Country:                       Japan (DIV 1)
Application No.:               3493561996
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Japan (DIV 2)
Application No.:               2355251999
Status:                        Pending
Patent No.:
Claims (if Granted):

Genentech Series Ref.:         P0633
Skjerven Series Ref.:          M-9184

                                      -13-
<PAGE>

US Case(s):

Genentech Ref.:                P0633D2
Skjerven Ref.:                 M-9184-2D US
Title:                         METHOD FOR ISOLATION OF UNCLIPPED HIV
                               ENVELOPE PROTEIN
Application No.:               08/226,162
Filing Date:                   April 11, 1994
Related Applications:
Status:                        Granted
Patent No.:                    5,674,984
Issue Date:                    October 7, 1997
Expiration Date:               October 7, 2014

Genentech Ref.:                P0633D2C1
Skjerven Ref.:                 Not transferred to Skjerven
Title:                         METHOD FOR ISOLATION OF UNCLIPPED HIV
                               ENVELOPE PROTEIN
Application No.:               08/802,361
Filing Date:                   February 19, 1997
Related Applications:
Status:                        Granted
Patent No.:                    5,849,533
Issue Date:                    December 15, 1998

Genentech Ref.:                P0633D2C2
Skjerven Ref.:                 M-9184-4C US
Title:                         METHODS AND COMPOSITIONS FOR VACCINATION
                               AGAINST HIV
Application No.:               09/103,262
Filing Date:                   June 23, 1998
Related Applications:
Status:                        Pending
Patent No.:
Issue Date:

Foreign Cases:

Country:                       Austria
Application No.:               919070771
Status:                        Granted
Patent No.:                    E125157
Claims (if Granted):


                                      -14-
<PAGE>

Country:                       Belgium
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       Canada
Application No.:               2078546
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Denmark
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       Europe
Application No.:               919070771
Status:                        Opposition
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       France
Application No.:               Granted
Status:                        919070771
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       Germany
Application No.:               919070771
Status:                        Granted
Patent No.:                    69111440408
Claims (if Granted):

Country:                       Greece
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       Italy
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):


                                      -15-
<PAGE>

Country:                       Japan
Application No.:               5066831991
Status:                        Pending
Patent No.:
Claims (if Granted):

Country:                       Liechtenstein
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       Luxembourg
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       Netherlands
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       PCT
Application No.:               US9102250
Status:                        Completed
Patent No.:
Claims (if Granted):

Country:                       Spain
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       Sweden
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):

Country:                       Switzerland
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):


                                      -16-
<PAGE>

Country:                       United Kingdom
Application No.:               919070771
Status:                        Granted
Patent No.:                    0527760B1
Claims (if Granted):


                                      -17-
<PAGE>

                                    Exhibit C

                             Description of Vaccine

AIDSVAX(R) is the tradename for a line of vaccine products based on recombinant
glycoprotein 120 (rgp120/HIV-1) derived from the HIV-1 virus. Two vaccines,
AIDSVAX(R) B/B and AIDSVAX(R) B/E, are in currently in active clinical
development for the prevention of HIV-1 infection.

AIDSVAX(R) B/B is a bivalent recombinant DNA-derived glycoprotein 120
(rgp120/HIV-1) vaccine containing MN rgp120/HIV-1 and GNE8 rgp120/HIV-1.
MN-rgp120/HIV-1 antigen and GNE8 rgp120/HIV-1 antigens are representative of B
subtypes of HIV-1.

AIDSVAX(R) B/E is a bivalent recombinant DNA-derived glycoprotein 120
(rgp120/HIV-1) vaccine containing MN rgp120/HIV-1 and A244 rgp120/HIV-1.
MN-rgp120/HIV-1 antigen is representative of B subtypes of HIV-1 and A244
rgp120/HIV-1 is representative of the E subtype of HIV-1.


                                      -1-