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VaxGen Restructures Board of Directors

Friday, May 23, 2008 General News J E 4
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Governance changes intended to support renewed strategic transaction effort

SOUTH SAN FRANCISCO, Calif., May 22 /PRNewswire-FirstCall/ VaxGen, Inc.(OTC Bulletin Board: VXGN), a biopharmaceutical company, today announced theappointment of two new members to its Board of Directors, and the resignationsof three of its current Directors. The new Board appointees are Paul DeStefano, J.D., a principal with the law firm of Fish and Richardson LLC, and aspecialist in transactions in the biotechnology and health sciencesindustries; and Lori F. Rafield, Ph.D., currently an independent consultantspecializing in corporate and business development for biotechnology companiesand previously a Managing Director with the venture firm of Apax Partners.The Board members resigning are VaxGen's current chairman Randall L-W. CaudillD.Phil., Michel Greco and Myron M. Levine, M.D.

(Logo: http://www.newscom.com/cgi-bin/prnh/19991112/VAXGENLOGO)

In conjunction with these changes, VaxGen is reconstituting the StrategicTransactions Committee of the Board. De Stefano and Rafield will serve onthis Committee, together with James P. Panek, VaxGen's President and CEO. DeStefano will also be a member of the Board's Audit and Nominating andGovernance Committees, while Rafield will serve on the Compensation Committee.Kevin Reilly has been elected Chairman of the Board to replace Dr. Caudill.

"Both Paul and Lori have decades of biotechnology transaction experience."said James P. Panek, VaxGen President and CEO. "I am delighted to welcome twosuch well-qualified Directors, and look forward to working closely with themas the Company re-evaluates its strategic alternatives. With these governancechanges, I believe we are well positioned to move forward on a renewedstrategic transaction effort. I'd also like to thank Randall, Michel and Myronfor their capable guidance and dedicated service over the past several years."

About VaxGen

VaxGen is a biopharmaceutical company based in South San Francisco,California. The company owns a state-of-the-art biopharmaceuticalmanufacturing facility with a 1,000-liter bioreactor that can be used to makecell culture or microbial biologic products. For more information, pleasevisit the company's web site at http://www.vaxgen.com.

Note: This press release contains "forward-looking statements" within themeaning of the federal securities laws, including statements regardingVaxGen's intent to pursue a strategic transaction. These statements aresubject to risks and uncertainties that could cause actual results and eventsto differ materially from those anticipated. Additional information concerningthese and other risk factors is contained in VaxGen's Annual Report on Form10-K for the year ended December 31, 2007, and any subsequently filedQuarterly Reports on Form 10-Q. Readers are cautioned not to place unduereliance on these forward-looking statements that speak only as of the date ofthis release. VaxGen undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances afterthe date of this release except as required by law.

SOURCE VaxGen, Inc.
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