ContractJoint Venture Agreement • April 1st, 2002 • Vaxgen Inc • Pharmaceutical preparations
Exhibit 10.24 JOINT VENTURE AGREEMENT This Joint Venture Agreement (this “Agreement” or the “JVA”) is made on this 25th day of February, 2002, by and among: VAXGEN, INC. a company duly organized and existing under the laws of the State of Delaware, USA, and having its registered office at 1000 Marina Boulevard, Brisbane, California, U.S.A. (“VaxGen”); NEXOL BIOTECH CO., LTD., a company duly organized and existing under the laws of the Republic of Korea, and having its registered office at Samwhan Camus Bldg., Suite 300, 17-3, Yoido-dong, Youngdeungpo-ku, Seoul, Korea (“Nexol”); NEXOL CO., LTD., a company duly organized and existing under the laws of the Republic of Korea, and having its registered office at Samwhan Camus Bldg., Suite 300, 17-3, Yoido-dong, Youngdeungpo-ku , Seoul, Korea (“Nexol Co”); KOREA TOBACCO & GINSENG CORPORATION, a company organized and existing under the laws of the Republic of Korea, and having its registered office at 100, Pyungchon-dong, Daeduk-gu, Daejon,
ContractEmployment Agreement • April 1st, 2002 • Vaxgen Inc • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) by and between Marc Gurwith, M.D. (“Gurwith”) and VaxGen, Inc. (“VaxGen”), is effective October 28, 2001 (the “Effective Date”). In consideration of the mutual promises made herein, VaxGen and Gurwith agree as follows:
ContractSublease Agreement • April 1st, 2002 • Vaxgen Inc • Pharmaceutical preparations • California
Exhibit 10.29 SUBLEASE AGREEMENT SUBLEASE AGREEMENT dated as of September 21, 2001 between TSI COMMUNICATIONS, A SUBSIDIARY OF GLOBALCOMM, INC., a New York corporation, having offices at 136 Madison Avenue, 14th Floor, New York, New York 10016 (hereinafter referred to as “Tenant”) and VAXGEN, INC., a Delaware corporation, having offices at 1000 Marina Boulevard, Brisbane, California 94005 (hereinafter referred to as “Subtenant”). WITNESSETH WHEREAS, Technology Solutions, Inc. (“TSI”), the predecessor in interest to Tenant, leased the entire rentable area of Suite 202, as more particularly described on Exhibit “A” annexed hereto (the “Space”), in the building known as 347 Oyster Point Boulevard, South San Francisco, California 94080 (the “Building”), pursuant to a lease agreement, dated February 9, 1999, between Oyster Point Tech Center, LLC, as landlord (“Landlord”), and TSI, as tenant (the “Lease Agreement”), as amended by agreement dated June 1, 1999 (the “First Amendment”), for a
ContractStock Option Agreement • April 1st, 2002 • Vaxgen Inc • Pharmaceutical preparations • Delaware
Exhibit 10.30 QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND ANY SALE OF SUCH SECURITIES IS SUBJECT TO COMPLIANCE WITH, OR THE AVAILABILITY OF EXEMPTIONS FROM COMPLIANCE WITH, THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS INSTRUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE. TRANSFER OF THIS INSTRUMENT AND THE SECURITIES OFFERED HEREBY IS RESTRICTED AS PROVIDED IN SECTIONS 7 AND 8 BELOW. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into, effective as of September 6, 2001, by VAXGEN, INC., a Delaware corporation (the “Company”), and Lance Gordon (the “Holder”). R E C I T A L A.This Agreement is granted to the Holder on a stand-alone basis and not under the Company’s 1996 Stock Option Plan (the “Plan”), including for the purpose of calculating the
ContractLand Purchase and Sale Agreement • April 1st, 2002 • Vaxgen Inc • Pharmaceutical preparations
LAND PURCHASE AND SALE AGREEMENT This Land Purchase and Sale Agreement (“Agreement”) is entered into as of this 25th day of February 2002 (the “Effective Date”), by and between: INCHEON METROPOLITAN CITY, a municipal government in the Republic of Korea (“Korea”) with its City Hall at 1090, Mansoo 6-dong, Namdong-gu, Incheon Metropolitan City (“Incheon Metropolitan City”), represented by Mr. Hong Shik Oh, a special delegate for city planning; and VAXGEN, INC., a company having its head office at 1000 Marina Boulevard, Brisbane, California, U.S.A. (“VaxGen”). (Incheon Metropolitan City and VaxGen shall individually be referred to as a Party and collectively as the Parties.) WITNESSETH: WHEREAS, VaxGen and certain other investors (“Other Investors”) executed a Memorandum of Understanding on October 19, 2001, whereby they expressed their intention to establish a joint venture company in Korea (“JVC”) for the purpose of constructing and operating a facility in Korea that will use cell cul
ContractAssignment Agreement • April 1st, 2002 • Vaxgen Inc • Pharmaceutical preparations
Exhibit 10.31 ASSIGNMENT AGREEMENT THIS AGREEMENT, made and entered into as of this 25th day of March 2002, by and between: VAXGEN, INC., a corporation duly organized and existing under the laws of the State of Delaware, and having its head office at 1000 Marina Boulevard, Brisbane, California, U.S.A. (“VaxGen”); and CELLTRION, INC., a company duly organized and existing under the laws of the Republic of Korea and having its registered office at Lot No. 1001, Dongchun-dong, Yeonsu-gu, Incheon City, Korea (“Celltrion”); (VaxGen and Celltrion shall individually be referred to as a “Party”, and collectively as the “Parties”.) WITNESSETH: WHEREAS, VaxGen and a number of Korean investors Nexol Co., Ltd., Nexol Biotech Co., Ltd., J. Stephen & Company Ventures Ltd., and Korea Tobacco & Ginseng Corporation executed a Joint Venture Agreement on February 25, 2002 (“JVA”) for the establishment, ownership and operation of Celltrion, which will construct and operate manufacturing facilities for t
ContractContribution Agreement • April 1st, 2002 • Vaxgen Inc • Pharmaceutical preparations
Exhibit 10.26 CONTRIBUTION AGREEMENT THIS AGREEMENT, made and entered into as of this 25th day of February, 2002, by and among: VAXGEN, INC., a corporation duly organized and existing under the laws of the State of Delaware and having its head office at 1000 Marina Boulevard, Brisbane, California, U.S.A. (“VaxGen”); NEXOL BIOTECH CO., LTD., a company duly organized and existing under the laws of the Republic of Korea and having its registered office at Samwhan Camus Bldg., Suite 300, 17-3, Yoido-dong, Youngdeungpo-ku, Seoul, Korea (“Nexol”); NEXOL CO., LTD., a company duly organized and existing under the laws of the Republic of Korea and having its registered office at Samwhan Camus Bldg., Suite 300, 17-3, Yoido-dong, Youngdeungpo-ku , Seoul, Korea (“Nexol Co”); KOREA TOBACCO & GINSENG CORPORATION, a company organized and existing under the laws of the Republic of Korea and having its registered office at 100, Pyungchon-dong, Daeduk-gu, Daejon, Republic of Korea (“KT&G”); and J. STE
ContractEmployment Agreement • April 1st, 2002 • Vaxgen Inc • Pharmaceutical preparations • California
EXHIBIT 10.27 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) by and between Donald P. Francis, M.D., D.Sc. (hereinafter “Francis”) and VaxGen, Inc. (hereinafter “VaxGen”) is effective October 2, 2001. In consideration of the mutual promises made herein, VaxGen and Francis agree as follows: 1. EMPLOYMENT. VaxGen hereby employs Francis, and Francis hereby accepts employment with VaxGen upon all of the terms and conditions described in this Agreement. Except with respect to any stock options previously granted to Francis, this Agreement supercedes, replaces and restates any and all prior agreements between the parties hereto relating to the terms of Francis’s employment with VaxGen, including any prior agreements concerning confidentiality, non-disclosure and inventions. 2. WORK RESPONSIBILITIES. Subject to the terms of this Agreement, Francis is hereby employed in the position of President, and shall perform the functions and responsibilities of that position. Francis sha
