Surrender Agreement between VaxGen and certain investors, dated December 30, 2004

it is entering into this Agreement with full knowledge and understanding that in exchange for the benefits to be received as described herein, it is giving up certain valuable rights that it may now have or may later acquire, and is fully and completely waiving any and all of such rights.

4.       Waiver and Release of JS.

          4.1       Upon the surrender by JS of the preferred shares in accordance with Section 2 above, the Parties (other than JS)fully and forever release and discharge JS, together with any and all of its present or former agents, stockholders, directors, officers, employees, principals, successors and assigns (collectively the “JS Released Parties”), from and against any and all claims, actions, suits, causes of action, judgments, liens, promises, executions, debts, damages, demands, liabilities and controversies whatsoever, or every nature and description, in law or in equity, whether known or unknown and whether arising by statute, at common law or otherwise, which any such Party ever had or now has against the JS Released Parties, from the beginning of the world to the date of this Agreement, and which arise out of, or relate to, any obligation JS may have had to invest the amount it committed to invest in Celltrion pursuant to the Prior JVA.

          4.2       Acknowledgement. Each Party (other than JS) represents and warrants to JS that it (a) has read and understands this Agreement, including the release set forth in Section 4.1, and has entered into it voluntarily and without coercion; (b) has been advised, and has had the opportunity, to consult with legal counsel of its choosing with respect to this Agreement and the matters contemplated hereby; (c) is entering into this Agreement based upon its own investigation and is not relying on any representations or warranties of the other Parties or any other person not set forth herein; (d) has not assigned or otherwise transferred any interest in any claim which it may have against any JS Released Parties; and (e) acknowledges that it is entering into this Agreement with full knowledge and understanding that in exchange for the benefits to be received as described herein, it is giving up certain valuable rights that it may now have or may later acquire, and is fully and completely waiving any and all of such rights.

5.       Effectiveness. This Agreement shall be effective on the date on which the following three (3) conditions are satisfied: (a) it has been executed and delivered by the Parties, (b) the Parties (other than Celltrion) have executed and delivered the Amended JVA, and (c) VaxGen and Celltrion have executed and delivered (i) the Termination Agreement, (ii) that certain Technical Support & Services Agreement, and (iii) that certain letter agreement (relating to the agreement by VaxGen to exercise its option to purchase shares of common stock of VaxGen-Celltrion, Inc., a California corporation, held by Celltrion), each dated on even date herewith.

6.       Indemnification. Celltrion shall hold VaxGen and its directors, officers, employees, agents, affiliates and other representatives (the “VaxGen Indemnified Parties”) harmless from, and shall indemnify and defend the VaxGen Indemnified Parties from and against, any and all obligations, judgments, liabilities, penalties, violations, fees, fines, claims, losses, costs, demands, damages, liens, encumbrances and expenses, including, but not limited to, reasonable attorneys’ fees (collectively, “Damages”) in respect of any and all federal, state, local, or foreign taxes of whatever kind in the jurisdiction of the Republic of Korea (including penalties thereon, “Taxes”), to the extent such Taxes arise out of, are related to, or are a consequence of, the surrender of the Common Shares as contemplated by this Agreement.

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