Sample Business Contracts

License Agreement - VaxGen Inc. and VaxGen-Celltrion Inc.

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                                LICENSE AGREEMENT

This License Agreement is entered into as of the 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:


WHEREAS, VaxGen is the owner of certain patent rights and knowhow relating to
the fermentation, purification and manufacture of recombinant proteins, as well
as the owner of certain related biological materials, protocols and other

WHEREAS, VCI wishes to obtain a license under such intellectual property; and

WHEREAS, VaxGen is willing to grant such a license to VCI on the terms set forth

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

Article 1.0  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   "Facility" shall mean a certain pharmaceutical manufacturing facility to
      be constructed by VCI in South San Francisco, California, pursuant to
      other agreements to which VCI and VaxGen are party.

1.2   "Licensed Knowhow" shall mean any and all proprietary information,
      methods, processes, techniques, data and biologic materials which are in
      the possession of or controlled by VaxGen presently or hereafter during
      the term of this Agreement, which VaxGen is free to license or sublicense,
      and which are necessary or useful for the manufacture of any Licensed
      Product; provided however, that "Licensed Knowhow" shall not include any
      rights licensed to VaxGen pursuant to that certain License and Supply
      Agreement between VaxGen and Genentech, Inc. dated as of May 1, 1996 (the
      "Genentech Agreement"). "Licensed Knowhow" shall include, without
      limitation, those items listed or described on Exhibit "A" attached


1.3   "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 in the possession of or controlled by VaxGen 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; provided however, that "Licensed
      Patent Rights" shall not include any rights licensed to VaxGen pursuant to
      the Genentech Agreement. "Licensed Patent Rights" shall include, without
      limitation, those patent applications and patents listed on Exhibit "B"
      attached hereto.

1.4   "Licensed Product" shall mean any pharmaceutical formulation that: (i)
      could not be manufactured without infringing one or more claims of the
      Licensed Patent Rights, or (ii) is manufactured, in whole or part, through
      the use of Licensed Knowhow.

Article 2.0 License Grant

2.1   License Grant. Subject to the other terms and conditions of this
      Agreement, VaxGen hereby grants to VCI a non-exclusive license under the
      Licensed Patent Rights and Licensed Knowhow to make Licensed Products in
      the United States for sale any where in the world, except for AIDSVAX
      which is subject to a separate Sub-License Agreement. 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   Sub-licenses. VCI shall have no right to sublicense its rights hereunder
      without the prior written consent of VaxGen, which consent may be withheld
      by VaxGen in its sole discretion.

Article 3.0 Technology Transfer

3.1   VCI shall have the right to require VaxGen, at VCI's expense, to transfer
      the Licensed Patent Rights and the Licensed Knowhow to VCI. 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 Know-how by VCI and for manufacturing the
      Licensed Product 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.

Article 4.0 Accounting Records

4.1   Reports. Within 90 days after the last day of each calendar quarter, VCI
      shall render to VaxGen an accounting for such calendar quarter showing, on
      a Licensed Product-by-Licensed Product and country-by-country basis, all
      sales of Licensed Products during such quarter.

4.2   VCI Accounting Records. VCI shall keep full, true and accurate books of
      account containing all particulars which may be necessary for the purpose
      of showing sales of all Licensed Products on a country-by-country basis.
      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 access shall not be
      denied thereafter, if reasonably available), and shall be made available
      for inspection and copying during regular business hours by an independent
      accountant retained by VaxGen at VaxGen's sole expense.

Article 5.0 Intellectual Property Rights

5.1   Ownership. VaxGen shall retain title to the Licensed Knowhow and Licensed
      Patent Rights, including, without limitation, any Licensed Knowhow and
      Licensed Patent Rights developed or invented by VaxGen in the future. VCI
      shall retain title to any improvements to the Licensed Knowhow or Licensed
      Patent Rights developed or invented solely by VCI; provided, however, that
      VaxGen shall have a royalty-free non-exclusive right to practice any such
      improvements as it sees fit. The Parties shall own jointly any
      improvements to any Licensed Knowhow or Licensed Patent Rights which are
      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 United States laws of inventorship and competent written
      evidence of the Parties.

5.2   Patent Filing, Prosecution and Maintenance. During the term of this
      Agreement,. VaxGen shall be responsible for the filing, prosecution and
      maintenance of all Licensed Patent Rights at its sole cost and expense.


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

Article 6.0 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. The foregoing notwithstanding, each Party may
      disclose Confidential Information of the other Party during any official
      proceeding before a court or governmental agency, or as a part of a patent
      application filed on inventions made under this Agreement, or as necessary
      in order 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 reasonably
      object in writing to such proposed disclosure. In the event of an
      objection the Parties shall consult with each other in good faith and in a
      timely manner to resolve the matter in a manner beneficial to both

Article 7.0 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

7.2   Mutual Representations and Warranties. Each party represents and warrants
      to the other Party that the representing and warranting Party, to its best
      knowledge: is free to enter this Agreement and in so doing it will not
      violate any other agreement to which it is party or subject.

7.3   Representations and Warranties by VaxGen. VaxGen represents and warrants
      to VCI that (i) it has the right to grant the license set forth
      hereinabove, free from any inconsistent claims or restrictions in favor of
      any third party, and (ii) 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 sublicense agreement between the
      Parties of even date herewith (the "Sublicense Agreement"), are suitable
      and adequate to manufacture the Vaccine (as defined in the Sublicense
      Agreement) at the scale currently produced by Genentech.

Article 8.0 Liability

8.1   Limitation of Liability. Neither Party shall be liable to the other for


      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

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 attorneys' fees) and damages arising out of or
      resulting from the use or sale by VaxGen 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. 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 herein below 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 $5 million per occurrence and annual aggregate 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 $500,000 per occurrence and annual
      aggregate. VCI shall obtain such insurance coverage no later than 90 days
      prior to the commencement of the first human clinical trial testing of any
      Licensed Product (other than AIDSVAX, as addressed by separate agreement
      of the Parties) and thereafter 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 9.0 Term and Termination

9.1   Term. This Agreement shall commence on the Effective Date and, unless
      earlier terminated in accordance herewith, shall expire on the 15th
      anniversary of the Effective Date. Following expiration, VCI shall retain
      a perpetual, royalty-free right to continue to use the Licensed Knowhow
      and Licensed Patents existing as of the date of expiration in the manner
      provided in Section 2.1, above.

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


      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 101(56) of the United States Bankruptcy Code.

9.4   Unilateral Termination. VCI shall have the right to terminate this
      Agreement, in its sole discretion, on six 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, 8.1, 8.2, 8.3, 9.5, 10.1,
            10.2, and 10.5 of this Agreement.

      (b)   On any termination of this Agreement (other than by virtue of
            expiration of its term) VCI promptly shall return to VaxGen all
            tangible Licensed Patent Rights, Licensed Knowhow, Confidential
            Information 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 and
            improvements to Licensed Patent Rights or Licensed Knowhow.

Article 10.0 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:


      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. Except for a certain Sublicense Agreement between the
      Parties of even date herewith, this Agreement is the entire agreement and
      understanding between the Parties with respect to the subject matter
      hereof, and supersedes and cancels any and all prior negotiations,
      correspondence, understandings and agreements, whether written or oral,
      between the Parties respecting the subject matter hereof.

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 10.4.
      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, or change-of-control transaction that involves
      the assigning Party.

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 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 in accordance with the
      Rules of Arbitration and Conciliation of the International Chamber of
      Commerce, in English. All arbitration 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 60 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 (in which case
      this Section 10.8 will no longer apply to that previously approved


10.9  Counterparts. This Agreement may be executed in two counterparts, each of
      which shall be deemed an original for all purposes, but both 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
      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

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

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.

10.14 Modification. Any modification to this Agreement shall be made in writing
      duly signed by both Parties.

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


                                    Exhibit A

                                Licensed Knowhow

Platform Technology

VaxGen will provide to VCI all necessary knowhow to establish a platform
technology capability for the design, startup and validation, operation and FDA
licensure of a commercial scale cell culture manufacturing operation suitable
for production of bulk human therapeutic proteins, including AIDSVAX and
monoclonal antibodies.

This transfer will include platform technology required for:

      o     Seed culture preparation and culture expansion

      o     Commercial scale cell culture

      o     Cell separation, harvest and cell inactivation

      o     Commercial scale affinity, ion exchange and size exclusion

      o     Viral inactivation/removal

      o     Ultrafiltration, diafiltration and tangential flow filtration

      o     Media and buffer preparation

      o     All associated analytical methods

VaxGen will establish this platform technology capability by providing knowhow
in the following categories:

Facility Design

Overall plant design and layout concepts
Process flow, material flow and
  personnel flow requirements
Area classifications and architectural finish requirements
Air flow and pressurization requirements
Utility requirements
Support services and laboratory requirements

Process Design

Process descriptions
Process flow diagrams
Process controls and automation strategy
Equipment lists


Equipment layouts
Process and instrumentation drawings

Startup and Validation

Validation Master Plan
Turn-over Package requirements
Installation, Operation and Performance Qualification (IQ, OQ, PQ) requirements
Controls Qualification
Environmental monitoring (particulate, bioburden) requirements
Equipment cleaning and product change-over requirements
Sterility testing requirements
Documentation system requirements
Calibration and preventative maintenance requirements


Personnel training requirements and records
Access and gowning procedures
Process and equipment trouble shooting
Trial run and "buffer blank" planning and execution support
Process deviation and Out Of Spec (OOS) investigation requirements and support
Cell Culture contamination prevention plans and investigation support
Quality Systems SOP's

Licensure Support

FDA Facility Plan review preparation and coordination
CMC section requirements to support BLA amendment
FDA inspection preparation and mock audits
FDA inspection participation and coordination
Inspection observations resolution


                                    Exhibit B

                             Licensed Patent Rights

There are no issued patents or patent applications filed relating to the
Licensed Patent Rights as of the date of execution of the License Agreement.


                                    Exhibit C

                         Schedule of Technology Transfer

The knowhow described in Exhibit A will be transferred in phases corresponding
to the forecasted schedule for development of the 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 VCI Staff

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 VCI 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 VCI Staff