EXHIBIT 10.58 Amendment to Joint Venture Agreement This
Amendment to Joint Venture Agreement (this Amendment) is entered into as of July 14, 2004, by and among VAXGEN, INC.
(VaxGen), a Delaware corporation,
NEXOL BIOTECH CO., LTD. (Nexol),
a Korean corporation, NEXOL CO., LTD. (Nexol Co),
a Korean corporation, KT&G CORPORATION (KT&G),
a Korean corporation whose name was
changed from KOREA TOBACCO & GINSENG CORPORATION, and J. STEPHEN
& COMPANY VENTURES LTD. (JS),
a Korean corporation, with reference to the following facts: A.
The parties
  have previously entered into a certain Joint Venture Agreement dated February
  25, 2002 (the Agreement
  or JVA).B.
The parties
  now desire to amend certain provisions of the JVA in accordance with
  Section 23.3 thereof, to be effective as of the date hereof. NOW,
THEREFORE, in consideration of the mutual promises and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
the JVA as
follows: 1.
Section 4.2 (f)
  shall be newly inserted in its entirety to read:Notwithstanding
  Section 4.1, the Parties hereby authorize the JVC to issue (a) up to
  20,000,000,000 Won of Preferred Shares having a par value of 5,000 Won per
  share and an issue price of 5,000 Won per share (the First Tranche); provided
  that such Preferred Shares shall not be issued after December 31, 2004, and
  (b) up to an additional 10,000,000,000 Won of Preferred Shares having a par
  value of 5,000 Won per share and an issue price of 5,000 Won per share (the Second Tranche); provided,
  that such Preferred Shares shall not be issued prior to January 1, 2005, nor
  after December 31, 2005.If there are Preferred Shares which the then-existing shareholders of
  the JVC do not subscribe for in the First Tranche (the Unsubscribed Shares), the Board of
  Directors (the Board) shall
  dispose of such Unsubscribed Shares as follows: (i) the shareholders of JS and/or
  the members of the investment association of JS shall be allowed to
  subscribe, with priority, for up to the number of Unsubscribed Shares that JS
  was authorized to subscribe for in the First Tranche; and (ii) the investors
  designated by Nexol and/or Nexol Co shall be allowed to subscribe for the
  remaining number of Unsubscribed Shares.JS shall take all actions necessary to ensure that the offer and sale
  of any of the Preferred Shares to any shareholders of JS and/or members of
  the investment association of JS do not violate Korean or other applicable
  securities laws, and Nexol and Nexol Co shall take all actions to ensure that
  the offer and sale of any of the    Preferred Shares to investors designated by Nexol and/or Nexol Co do
  not violate Korean or other applicable securities laws.VaxGen, KT&G and JS (including the investment associations of JS)
  shall not subscribe for the Preferred Shares in the Second Tranche (the Standstill
  Agreement). Any unsubscribed shares in the Second Tranche shall
  be sold to Nexol,
  Nexol Co and/or investors who participate in the Second Tranche through the
  recommendation of Nexol or Nexol Co; provided, that the
  Standstill Agreement shall expire if the Second Tranche is not completed on
  or prior to December 31, 2005. The
  Standstill Agreement shall only come into force when Nexol and Nexol Co
  including investors designated by Nexol and/or Nexol Co fully and precisely
  complete the First Tranche by subscribing for the remaining number of
  unsubscribed shares as prescribed in the first and second paragraph of this
  section 4.2(f).2.
Section 4.2 (g)
  shall be newly inserted in its entirety to read:Since damages
  arising from a breach of the Standstill Agreement by VaxGen, KT&G, or JS
  (including the investment associations of JS) may be difficult to compute
  with precision, the Parties agree that any Party that violates the Standstill
  Agreement shall pay to Nexol or Nexol Co the greater of (i) the market price
  or (ii) the appraised value (as appraised by a licensed appraisal company) of
  the Preferred Shares that were subscribed for in violation of the Standstill
  Agreement. The Parties agree that such computation of damages is fair and
  reasonable. Application of this provision shall not prevent a Party hereto
  from enforcing its rights or augmenting its protection by such other remedies
  as may be available, including without limitation, injunctive relief.3.
Section 6.6
  shall be newly inserted in its entirety to read:Notwithstanding
  anything to the contrary contained in this Agreement, the new Preferred
  Shares to be issued in accordance with Section 4.2 (f) shall not be subject
  to the provisions of Article 6, including, but not limited to, the
  restrictions on transfer set forth therein.4.
Section 9.1 (a)
  shall be amended and restated in its entirety to read:Subject to the provisions
  of this Section 9.1 (a), the JVC shall be administered and managed by the
  Board which shall consist of six (6) directors, two of whom shall be
  nominated by VaxGen, two of whom shall be nominated by Nexol, and one of whom
  shall each be nominated by KT&G and JS (each, a Nominating Party). VaxGen shall be
  entitled to nominate two of the six directors for so long as it retains at
  least two-thirds of the shares of the JVC issued to it before the completion
  of the First Tranche (the VaxGen Required
  Holding), and Nexol shall be entitled to nominate two of the six
  directors for so long as Nexol and Nexol Co, including an indirect investor
  who has participated in the First Tranche through Nexol and Nexol Co and
  acquired the shares of the JVC from Nexol or Nexol Co, but excluding direct
  investors who participated in the First Tranche retain, in the aggregate, at
  least two-thirds of theshares of the JVC issued
  to them from the incorporation of the JVC through the completion of the First
  Tranche (the Nexol Required Holding);
  provided, that if either the Nexol Required Holding or VaxGen Required
  Holding is not maintained, then, automatically and without any further action
  of the Parties, (A) the number of directors comprising the Board shall be
  reduced to five (5), (B) the Board seat held by the most recently elected
  director for which Nexol (if it does not maintain the Nexol Required Holding)
  or VaxGen (if it does not maintain the VaxGen Required Holding), as
  applicable, was the Nominating Party shall be eliminated, and (C) thereafter,
  Nexol or VaxGen, as applicable, shall only be entitled to be the Nominating
  Party with respect to one (1) director of the Board. Each Party shall vote
  their shares to cause the director or directors nominated by each Nominating
  Party to be elected, removed or replaced as the Nominating Party may from
  time to time require; provided, however, that if such removal or replacement
  is without cause, the Party proposing the removal or replacement shall
  indemnify and hold the JVC and the other Parties harmless for any and all
  damages and other expenses that may arise from such action. In case the
  position of a director becomes vacant for any reason, the Parties shall cause
  their shares to be voted to elect a person nominated by the respective Party
  who was the Nominating Party with respect to the director whose position has
  become vacant, to fill such vacancy for the remainder of the term.5.
Section 9.2
  shall be amended and restated in its entirety to read:For so long
  as VaxGen maintains the VaxGen Required Holding and Nexol and Nexol Co
  maintain the Nexol Required Holding, VaxGen and Nexol shall jointly be
  entitled to appoint the Representative Director of the JVC, who shall be
  elected by the Board, represent the JVC, and shall be in charge of the
  administration of all the daily business affairs of the JVC in accordance
  with the polices established by the Board and the shareholders; provided,
  however, that the Board shall decide on and elect the Representative Director
  of the JVC from the Representative Director candidates nominated by each of
  VaxGen and Nexol, in the event VaxGen and Nexol fail to reach an agreement
  regarding the appointment of the Representative Director; provided further,
  that if (a) the Nexol Required Holding is not maintained, Nexol shall forfeit
  its right to jointly appoint the Representative Director pursuant to this
  Section 9.2, and (b) if the VaxGen Required Holding is not maintained, VaxGen
  shall forfeit its right to jointly appoint the Representative Director
  pursuant to this Section 9.2.6.
This
  Amendment shall be governed by, and construed in accordance with, the
  substantive laws of the Republic of Korea.7.
Each
  capitalized term used but not specifically defined in this Amendment shall
  have the meaning ascribed to it in the JVA.8.
This
  Amendment shall be effective as of the date first written above. The JVA, as
  amended by this Amendment, shall remain in full force and effect.[SIGNATURE PAGE FOLLOWS]

IN
WITNESS WHEREOF, the parties have executed this
Amendment to Joint Venture Agreement as of the date first set forth above.

/s/ Lance
  Gordon

/s/ Jung-Jin SeoBy: VAXGEN,
  INC.

By: NEXOL
  BIOTECH CO., LTD.Print Name:
Lance K.
  Gordon

Print Name:
Jung-Jin SeoTitle:
President
  and CEO

Title:
Representative DirectorDate:
08 September
  2004

Date:/s/ Jung-Jin Seo

/s/ Young-Kyoon KwakBy: NEXOL
  CO., LTD.

By: KT&G CORPORATIONPrint Name:
Jung-Jin Seo

Print Name:
Young-Kyoon KwakTitle:
Representative
  Director

Title:
CEODate:


Date:/s/ Sun-Dae KangBy: J.
  STEPHEN & COMPANY VENTURES LTD.Print Name:
Sun-Dae KangTitle:
CEODate:
14 September
  2004