VaxGen Issues Rebuttal to MedCap Letter(find such an outcome compelling when com...)

represented by a combination with Raven.

5. Finally, although ISS notes MedCap's governance concerns, it neither

endorses them nor expresses any concerns over governance or the

process followed to date.

VaxGen also takes exception with ISS' recommendation regarding the 2008 Equity Incentive Plan. The text of ISS recommendation on the plan is as follows: "We commend the company for expressly forbidding the repricing of stock options under the plan. However, the estimated shareholder value transfer of the company's plans of 22 percent is above the allowable cap for this company of 20 percent."

VaxGen and its advisors have reviewed ISS' analysis and find it to be technically correct, as an analysis of the Plan as a stand-alone entity in the event of a negative vote on the merger proposal. Indeed, the management and Board of VaxGen believe that the 2008 Plan is moot in the event of a negative vote on the merger proposal. In practice, however, the plan is being proposed in the context of the proposed merger with Raven which, if approved, will nearly double VaxGen's shares outstanding. In this context, using ISS' own methodology, the proposed Plan would be well below ISS' allowable cap of 20%. VaxGen believes it would have been helpful for ISS to have noted this important contextual qualification to its analysis, in order that our stockholders not be left with the impression that VaxGen is proposing an excessive equity incentive plan.

Note: This letter contains "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, without limitation, statements regarding the anticipated benefits the proposed merger, the implications of a negative vote on the merger, and the estimated liquidation value to stockholders. These statements are subject to risks and uncertainties that could
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