VaxGen Addresses MPM Claims in Letter to St... (lyviolate the Raven merger agreement in ...)

VaxGen Addresses MPM Claims in Letter to Stockholders

Date:12/20/2007

ly violate the Raven merger agreement in advance of the stockholder vote, Vaxgen would be exposed to potential liability associated with a breach of this agreement.

VaxGen met yesterday with a representative of MPM BioEquities Advisors to discuss their letter, and the issues I am clarifying with you today. MPM has indicated that they are not necessarily recommending liquidation. If not liquidation, however, they would recommend that VaxGen's assets be placed in the hands of a third party, its assets and obligations reconciled, and some as-of-yet unidentified, hypothetical transaction be pursued over a more extended period of time. VaxGen's management and Board, having exhaustively evaluated a multitude of potential opportunities over a period of 10 months, simply do not see this as a better alternative to the proposed merger with Raven.

In closing, VaxGen's management and Board have carefully assessed several alternatives, including liquidation as one of the options available to the company throughout this past year and immediately prior to approval of the Raven merger agreement. VaxGen's Board and management continue to believe that the proposed merger with Raven represents an excellent opportunity for VaxGen stockholders, one which is far superior to liquidation, or placing the company in suspended animation as a "cash shell."

I have been gratified by the increasing number of conversations with stockholders who are supportive of this transaction, and see the value we see in Raven's technology and portfolio. Indeed, since the merger agreement was announced, MPM's own venture arm has sought to provide financing to Raven as an alternative to the proposed transaction with VaxGen. We see their interest as an endorsement of our enthusiasm for the potential of Raven's technology. Similarly, we are very encouraged by both the levels of activity and prices paid in recent acquisition and partnership transactions in areas of technology overlapping with R
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VaxGen Addresses MPM Claims in Letter to St...(lyviolate the Raven merger agreement in ...)