EXHIBIT 10.36

                              SUB-LICENSE AGREEMENT

This  Sub-License  Agreement  (the  "Agreement")  is entered  into as of 25th of
March,  2002 (the  "Effective  Date") by VaxGen,  Inc.,  a Delaware  corporation
("VaxGen"),  and Celltrion, Inc. , a Korean corporation ("Celltrion") (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 Celltrion  the right to  manufacture
Licensed Products and Celltrion 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,

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     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 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 Celltrion a  non-exclusive  sub-license  under the
     Licensed  Patent Rights and Licensed  Knowhow to make Licensed  Products in
     the  Republic  of Korea.  With  respect to the  Licensed  Patent  Rights or
     Licensed  Knowhow,  Celltrion shall have no rights other than the rights as
     granted under this Agreement.

2.2  Sublicenses. Celltrion 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  Celltrion shall have the right to require VaxGen,  at Celltrion's  expense,
     to transfer to Celltrion the Licensed  Patent Rights and Licensed  Knowhow,
     consistent with Exhibit "D" attached hereto.

3.2  VaxGen shall  provide to Celltrion 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 Celltrion.  The timing and method of delivery of those documents
     shall be determined later based on mutual agreement by the Parties.

3.3  VaxGen shall  arrange,  to the extent  necessary for the  construction  and
     operation of the Facility and manufacture of AIDSVAX as contemplated by the
     Parties, for the employees

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     of Celltrion to receive  continuing and ongoing  professional  training and
     education  at the  pilot  plant  operated  by  VaxGen,  and/or at the 12 KL
     facility of VaxGen or elsewhere as requested by Celltrion.  Celltrion shall
     bear all  out-of-pocket  expenses for such training,  including airfare and
     accommodations for the Celltrion employees and, to the extent such training
     occurs in Incheon City, for VaxGen personnel,  provided,  however, that the
     salaries of VaxGen  personnel  providing  such  professional  training  and
     education  shall be borne  by  VaxGen.  All  costs of  providing  technical
     assistance  relating to the design,  engineering,  and  construction of the
     Facility,   including   out-of-pocket   expenses  and  salaries  of  VaxGen
     personnel, shall be borne by Celltrion.

3.4  Upon the  reasonable  request by Celltrion,  VaxGen shall  dispatch its own
     technicians and specialists with appropriate  experience and qualifications
     to  Celltrion  to assist in the  transfer  and use of the  Licensed  Patent
     Rights  and the  Licensed  Knowhow  by  Celltrion  for the  manufacture  of
     AIDSVAX. In this case, all out-of-pocket expenses for such visits by VaxGen
     personnel, including but not limited to airfare, accommodations,  board and
     local  transportation,  shall be borne by  Celltrion,  and the  salary  for
     VaxGen  personnel  so  dispatched  to  Celltrion  shall be borne by VaxGen.
     VaxGen shall provide free of charge all technical  assistance as reasonably
     necessary, including but not limited to troubleshooting problems, up to the
     date of validation of the Facility by the relevant regulatory  authorities.
     Any and all  expenses  relating  to any  technical  assistance  provided by
     VaxGen personnel,  including  out-of-pocket expenses and their salary, that
     is provided to  Celltrion  after the date of  validation  shall be borne by
     Celltrion.

3.5  In the event that any technical assistance reasonably required by Celltrion
     cannot be provided by VaxGen,  VaxGen and Celltrion  shall meet and discuss
     possible approaches to obtaining such assistance, and VaxGen shall make its
     best efforts to procure such assistance on favorable terms to Celltrion.

3.6  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.

Article 4. Payments and Record-Keeping

4.1  Stock. In partial  consideration  for the sub-license  granted to Celltrion
     hereunder by VaxGen, and in partial  consideration of the rights granted to
     Celltrion  under  a  certain  License  Agreement  of  even  date  herewith,
     Celltrion  shall  transfer  to VaxGen  7,800,000  shares of  full-paid  and
     non-assessable common shares of Celltrion,  as more particularly  described
     in the Joint Venture Agreement dated February 25, 2002, by and among VaxGen
     and certain investors in Celltrion.

4.2  Celltrion  Records.  Celltrion  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 Celltrion (including,
     without limitation, establishing

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     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  Celltrion's  counsel).  Celltrion'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  Celltrion.  Celltrion  shall retain title to its interest in any
     improvements to the Licensed Knowhow or Licensed Patent Rights developed or
     invented  solely by Celltrion or jointly by Celltrion  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 Celltrion to determine in accordance with the applicable laws of
     inventorship and competent written evidence.

5.2  Patent Filing, Prosecution and Maintenance.  Subject to the other terms and
     conditions of this Agreement (including the remainder of this Section 5.2),
     during the term of this  Agreement,  VaxGen  shall be  responsible  for the
     filing,  prosecution  and  maintenance of all Licensed  Patent Rights,  and
     Celltrion  shall  reimburse all reasonable  costs and expenses  incurred by
     VaxGen in  relation  to the  filing,  prosecution  and  maintenance  of the
     Licensed Patent Rights.

     VaxGen shall keep Celltrion  informed of the status of filing,  prosecution
     and  maintenance  of  Licensed  Patent  Rights  by:  (i)  for  each  patent
     application  and patent  hereunder  that contains  Broad Claims,  providing
     Celltrion with VaxGen's reasonable apportionment of out-of-pocket costs and
     expenses to date and on a going-forward basis therefor, which Celltrion may
     review with VaxGen as reasonably  requested;  (ii) updating  Celltrion on a
     regular  basis  (and  in any  event  not  less  frequently  than  annually)
     regarding  the status of the patent  applications  and  patents  within the
     Licensed Patent Rights by providing  Celltrion with a then-current  version
     of  Exhibit  "A" to this  Agreement  and  reviewing  it with  Celltrion  as
     reasonably  requested;  and (iii) notifying  Celltrion of any interference,
     opposition,  re-examination  request,  nullity proceeding,  appeal or other
     inter-party action or reissuance  proceeding  involving the Licensed Patent
     Rights. VaxGen shall

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     determine  in  its  sole  discretion  whether  or  not  to  file,  perfect,
     prosecute,  maintain or take or not take any other  action with  respect to
     any  patent  application  or  patent  within  the  Licensed  Patent  Rights
     (including,    without    limitation,    any   interference,    opposition,
     re-examination  request,  nullity  proceeding,  appeal or other inter-party
     action or  reissuance  proceeding  involving the Licensed  Patent  Rights).
     However,  if  VaxGen  desires  to take (or not take)  any such  action  but
     Celltrion  is  not  prepared  to  reimburse  VaxGen  therefor  as  required
     hereunder,  in such case  VaxGen  shall be free to take (or not take)  such
     action  at its sole  cost  and  expense  and,  on  notice  from  VaxGen  to
     Celltrion,  the rights  licensed to  Celltrion  under this  Agreement  with
     respect to such patent  application  or patent  shall  return to VaxGen and
     thereafter be excluded from the Licensed Patent Rights.

5.3  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.

5.4  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.

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

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          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.

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
     Celltrion that:

     (a)  the Licensed Patent Rights and Licensed  Knowhow,  taken together with
          the  intellectual  property  rights to be licensed and  transferred to
          Celltrion  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;

     (b)  no license of additional intellectual property from any third party is
          necessary in

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          order to  manufacture  the  Vaccine as  contemplated  in that  certain
          Supply Agreement (the "Supply  Agreement") between the Parties of even
          date herewith; and

     (c)  to the best of  VaxGen's  knowledge,  manufacture  of the  Vaccine  as
          contemplated  in the  Supply  Agreement  will  not  infringe  upon the
          intellectual property rights of any third party.

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 Celltrion.  Celltrion 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 Celltrion 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.
     Celltrion's indemnification obligations hereunder shall be conditioned upon
     VaxGen:  (i) giving  reasonable  notice to  Celltrion  of any such claim or
     action,  (ii)  tendering  the defense of such claim or action to Celltrion,
     (iii)   reasonably   assisting   Celltrion  (at  Celltrion's   expense)  in
     investigating and defending such claim or action, and (iv) not compromising
     or settling such claim or action without Celltrion's prior consent.

8.3  Indemnification by VaxGen. VaxGen shall indemnify, defend and hold harmless
     Celltrion 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
     Celltrion  or  its  sub-licensees.   VaxGen's  indemnification  obligations
     hereunder shall be conditioned upon Celltrion: (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, Celltrion 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
     Celltrion's indemnification obligations under this Agreement) in the amount
     of at least $25,000,000 per occurrence and annual aggregate

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     combined single 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.  Celltrion 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
     Celltrion  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.
     Celltrion 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.  Celltrion  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

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     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  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.  Celltrion  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 4.2, 5.3, 5.4, 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) Celltrion  promptly shall
          return to VaxGen all  tangible  Licensed  Knowhow  and other  property
          owned by VaxGen (whether solely or jointly with Celltrion) that are in
          Celltrion'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)
          Celltrion  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 Celltrion) 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 Celltrion'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 Celltrion, addressed to:    Celltrion, Inc.
                                           Hanmi Bank Building, 13th Floor
                                           1127, Guwol-Dong, Namdong-Gu
                                           Incheon City, 405-220, Korea
                                           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

<PAGE>

     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 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 if brought by Celltrion and in Seoul, Korea if
     brought by VaxGen.  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.  Celltrion 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.

<PAGE>

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.

10.10 No Other Rights. No rights or licenses, express or implied, are granted to
      Celltrion  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.                            CELLTRION, INC.

By:_______________________________      By:________________________________
Name: Dr. Lance K. Gordon               Name: Mr. Jung-Jin Seo
Title: Chief Executive Officer          Title: Co-Representative Director


                                        CELLTRION, INC.

                                        By:_________________________________
                                        Name: Mr. James P. Panek
                                        Title: Co-Representative Director

<PAGE>

                                                                       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 Celltrion
under that  certain  License  Agreement  will enable  Celltrion  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.

<PAGE>

Description and Characterization

     o    Product description

     o    Physiochemical characterization

     o    Biological characterization


     o    Demonstration of the comparability of the product

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

<PAGE>

     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
          Ongoing Quality Support

<PAGE>

                                    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:

<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

<PAGE>

Issue Date:                           July 18, 2000
Expiration Date:                      July 8, 2017

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
<PAGE>

Status:                               Published
Patent No.:
Claims (if Granted):

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):

<PAGE>

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

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
                                      METHODS AND COMPOSITIONS FOR
                                      MICROENCAPSULATION OF ANTIGENS FOR USE AS
Title:                                VACCINES
Application No.:                      08/846,933
Filing Date:                          Dec. 22, 1998
Related Applications:
Status:                               Pending
Patent No.:
Issue Date:
<PAGE>

Foreign Cases:

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

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

<PAGE>

Foreign Cases:

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

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


<PAGE>

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):

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
<PAGE>

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
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
<PAGE>

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):

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

<PAGE>

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

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):

<PAGE>

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):

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

<PAGE>

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
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):

<PAGE>

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

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
<PAGE>

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):

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

<PAGE>

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):

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

<PAGE>

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):

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

<PAGE>

                                                                       Exhibit C

                             Description of Vaccine

AIDSVAX(TM) 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(TM)  B/B and  AIDSVAX(TM)  B/E,  are in  currently  in  active  clinical
development for the prevention of HIV-1 infection.

AIDSVAX(TM)  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(TM)  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.

<PAGE>

                                                                       Exhibit D

                         Schedule of Technology Transfer

The knowhow described in Exhibit A will be transferred in phases corresponding
to the forecasted schedule for development of fthe Launch facility and the
Incheon facility. Transfer of knowhow will be initiated in the following phases:

     Launch and Incheon Facilities Design                            1Q02 - 4Q02

o    Platform Technology Facility Design

o    Platform Technology Process Design

o    AIDSVAX Method of Manufacture

          Lists of raw material

          Process flow chart

     Cell substrate/host cell descriptions

          Expression vector descriptions

          Cell seed culture procedures

          Cell growth and harvesting procedures

         Purification and downstream processing procedures

o    AIDSVAX Process Description

o    AIDSVAX Validation Requirements and Master Plan

     Launch Facility Start-up, Validation and Operation              1Q03 - 3Q04
     overlapping with Incheon Facility Construction

o    Platform Technology Startup and Validation

o    Platform Technology Operations

o    AIDSVAX Validation Requirements and Master Plan (Incheon Facility)

o    AIDSVAX Drug Substance Storage and Shipping Requirements

o    AIDSVAX Process validation procedures and data

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

o    AIDSVAX Regulatory Documents (and subsequent updates)

o    Associated Training of Celltrion Staff



<PAGE>

     Incheon Facility Start-up and Validation                       3Q04 - 4Q05

o    AIDSVAX Materials

o    AIDSVAX Description and Characterization

o    AIDSVAX Process Controls

o    AIDSVAX Drug Substance Specifications and Analytical Methods

o    AIDSVAX Manufacturing Documents

o    AIDSVAX Analytical Documents

o    Other AIDSVAX Quality Documents and Support

o    Associated Training of Celltrion Staff

     Incheon Facility Licensure, Technology 4Q05 - Expiration of Supply
     Agreement and Quality Support

o    Platform Technology and AIDSVAX Specific Licensure Support

o    Associated Training of Celltrion Staff