Cooley Godward Kronish Uses in Sale of Note Clause

Sale of Note from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of October 27, 2008, by and between Drawbridge Special Opportunities Fund LP, a Delaware limited partnership (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Sale of Note. Subject to the terms and conditions of this Agreement, the Company agrees to purchase from the Holder, and the Holder agrees to sell to the Company, the Note identified on Schedule A hereto, in the principal amount and for an aggregate purchase price set forth on Schedule A hereto. The purchase and sale of the Note shall take place at the offices of Cooley Godward Kronish, 3175 Hanover Street, Palo Alto, California 94304 at 10:00 A.M. (local time), on October 28, 2008 (which time and place are designated as the Closing and the date thereof the Settlement Date). At the Closing, the Holder shall deliver to the Company the Note, duly endorsed or accompanied by an assignment duly endorsed and in a form acceptable to the Trustee, against payment of the aggregate purchase price described on Schedule A hereto (the Purchase Price), by wire transfer in the amounts and using the wire transfer instructions to be provided separately to the Company by Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal and beneficial owner of the Note and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Note. The Holder hereby agrees that upon receipt of the Purchase Price, the Note shall be cancelled and the Company shall have no further obligation to the Holder thereunder.

Sale of Note from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of October 8, 2008, by and between Quattro Fund, Ltd, a Cayman Island Exempted Company (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Sale of Note. Subject to the terms and conditions of this Agreement, the Company agrees to purchase from the Holder, and the Holder agree to sell to the Company, the Note identified on Schedule A hereto, in the principal amount and for an aggregate purchase price set forth on Schedule A hereto. The purchase and sale of the Note shall take place at the offices of Cooley Godward Kronish, 3175 Hanover Street, Palo Alto, California 94304 at 2:00 P.M. (local time), on October 10, 2008 (which time and place are designated as the Closing and the date thereof the Settlement Date). At the Closing, the Holder shall deliver to the Company the Note, duly endorsed or accompanied by an assignment duly endorsed and in a form acceptable to the Trustee, against payment of the aggregate purchase price described on Schedule A hereto (the Purchase Price), by wire transfer in the amounts and using the wire transfer instructions to be provided separately to the Company by Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal and beneficial owner of the Note and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Note. The Holder hereby agrees that upon receipt of the Purchase Price, the Note shall be cancelled and the Company shall have no further obligation to the Holder thereunder.

Sale of Note from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 22, 2008, by and between Deutsche Bank AG London (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Sale of Note. Subject to the terms and conditions of this Agreement, the Company agrees to purchase from the Holder, and the Holder agree to sell to the Company, the Note identified on Schedule A hereto, in the principal amount and for an aggregate purchase price set forth on Schedule A hereto. The purchase and sale of the Note shall take place at the offices of Cooley Godward Kronish, 3175 Hanover Street, Palo Alto, California 94304 at 9:00 A.M. (local time), on July 24, 2008 (which time and place are designated as the Closing and the date thereof the Settlement Date). At the Closing, the Holder shall deliver to the Company the Note, duly endorsed or accompanied by an assignment duly endorsed and in a form acceptable to the Trustee, against payment of the aggregate purchase price described on Schedule A hereto (the Purchase Price), by wire transfer to an account designated by Holder. The Company shall deliver such Purchase Price to such cash account, pursuant to wire instructions to be provided separately to the Company by the Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal and beneficial owner of the Note and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Note. The Holder hereby agrees that upon receipt of the Purchase Price, the Note shall be cancelled and the Company shall have no further obligation to the Holder thereunder.

Sale of Note from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 22, 2008, by and between Quintessence Fund L.P., a Cayman limited partnership (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Sale of Note. Subject to the terms and conditions of this Agreement, the Company agrees to purchase from the Holder, and the Holder agree to sell to the Company, the Note identified on Schedule A hereto, in the principal amount and for an aggregate purchase price set forth on Schedule A hereto. The purchase and sale of the Note shall take place at the offices of Cooley Godward Kronish, 3175 Hanover Street, Palo Alto, California 94304 at 9:00 A.M. (local time), on July 24, 2008 (which time and place are designated as the Closing and the date thereof the Settlement Date). At the Closing, the Holder shall deliver to the Company the Note, duly endorsed or accompanied by an assignment duly endorsed and in a form acceptable to the Trustee, against payment of the aggregate purchase price described on Schedule A hereto (the Purchase Price), by wire transfer to an account designated by Holder. The Company shall deliver such Purchase Price to such cash account pursuant to wire instructions to be provided separately to the Company by the Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal and beneficial owner of the Note and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Note. The Holder hereby agrees that upon receipt of the Purchase Price, the Note shall be cancelled and the Company shall have no further obligation to the Holder thereunder.

Sale of Note from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 22, 2008, by and between QVT Fund LP, a Cayman limited partnership (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Sale of Note. Subject to the terms and conditions of this Agreement, the Company agrees to purchase from the Holder, and the Holder agree to sell to the Company, the Note identified on Schedule A hereto, in the principal amount and for an aggregate purchase price set forth on Schedule A hereto. The purchase and sale of the Note shall take place at the offices of Cooley Godward Kronish, 3175 Hanover Street, Palo Alto, California 94304 at 9:00 A.M. (local time), on July 24, 2008 (which time and place are designated as the Closing and the date thereof the Settlement Date). At the Closing, the Holder shall deliver to the Company the Note, duly endorsed or accompanied by an assignment duly endorsed and in a form acceptable to the Trustee, against payment of the aggregate purchase price described on Schedule A hereto (the Purchase Price), by wire transfers as follows: (i) $10,000 of such Purchase Price to an account in the care of Jesup & Lamont, pursuant to wire instructions to be provided separately to the Company by Jesup & Lamont and (ii) the remainder of such Purchase Price, $1,370,648.15 as of the Closing Date, to the account designated by the Holder, pursuant to wire instructions to be provided separately to the Company by the Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal and beneficial owner of the Note and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Note. The Holder hereby agrees that upon receipt of the Purchase Price, the Note shall be cancelled and the Company shall have no further obligation to the Holder thereunder.

Sale of Note from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 3, 2008, by and between Whitebox Convertible Arbitrage Partners, LP, a BVI corporation (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Sale of Note. Subject to the terms and conditions of this Agreement, the Company agrees to purchase from the Holder, and the Holder agree to sell to the Company, the Note identified on Schedule A hereto, in the principal amount and for an aggregate purchase price set forth on Schedule A hereto. The purchase and sale of the Note shall take place at the offices of Cooley Godward Kronish, 3175 Hanover Street, Palo Alto, California 94304 at 9:00 A.M. (local time), on July 8, 2008 (which time and place are designated as the Closing and the date thereof the Settlement Date). At the Closing, the Holder shall deliver to the Company the Note, duly endorsed or accompanied by an assignment duly endorsed and in a form acceptable to the Trustee, against payment of the aggregate purchase price described on Schedule A hereto (the Purchase Price), by wire transfer in the amounts and using the wire transfer instructions to be provided separately to the Company by Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal and beneficial owner of the Note and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Note. The Holder hereby agrees that upon receipt of the Purchase Price, the Note shall be cancelled and the Company shall have no further obligation to the Holder thereunder.

Sale of Note from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 3, 2008, by and between Guggenheim Portfolio Company XXXI, LLC, a Delaware limited liability company (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Sale of Note. Subject to the terms and conditions of this Agreement, the Company agrees to purchase from the Holder, and the Holder agree to sell to the Company, the Note identified on Schedule A hereto, in the principal amount and for an aggregate purchase price set forth on Schedule A hereto. The purchase and sale of the Note shall take place at the offices of Cooley Godward Kronish, 3175 Hanover Street, Palo Alto, California 94304 at 9:00 A.M. (local time), on July 8, 2008 (which time and place are designated as the Closing and the date thereof the Settlement Date). At the Closing, the Holder shall deliver to the Company the Note, duly endorsed or accompanied by an assignment duly endorsed and in a form acceptable to the Trustee, against payment of the aggregate purchase price described on Schedule A hereto (the Purchase Price), by wire transfer in the amounts and using the wire transfer instructions to be provided separately to the Company by Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal and beneficial owner of the Note and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Note. The Holder hereby agrees that upon receipt of the Purchase Price, the Note shall be cancelled and the Company shall have no further obligation to the Holder thereunder.