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VaxGen Addresses MPM Claims in Letter to Stockholders
Date:12/20/2007

ifies the VaxGen manufacturing facility as an important asset with unrealized financial value. VaxGen has broadly marketed this manufacturing facility for the past 11 months, using multiple agents and resources, including VaxGen's financial advisors, Lazard & Co., management and two sets of consultants. This process is still underway with the objective of selling or leasing the facility as an operating asset, but no offers have been received to date.

In arriving at a realistic valuation for the manufacturing plant, it is important to understand that this facility is located within a leased building, so the land and building do not contribute to potential sale value. This is a point that has clearly been misunderstood by some stockholders. Further, the sale of the facility as part of a liquidation proceeding rather than as an operating facility, would likely deliver minimal value to stockholders. Most commonly, sale of equipment in liquidation yields only a small fraction of book value for such assets. Secondly, the leased building would have to be returned to its previous condition, which is likely to consume most if not all of the proceeds from an equipment sale. Therefore, VaxGen feels that it will be more likely to deliver stockholder value from this asset as part of the Raven merger, and potential third party transactions, than through a liquidation of this asset.

Turning to the anthrax program: As with the plant, VaxGen has engaged in a broad marketing effort to sell or out-license this program. We have used a former vaccine industry executive as an agent, in addition to the efforts of management and Lazard, to identify interested companies. More than two dozen companies, including all relevant pharmaceutical and vaccine companies have been contacted to identify interest in purchasing or partnering the rPA program. No credible offers have been received for the program to date, and our efforts to sell this asset continue.

While VaxGen is con
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