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VaxGen Restructures Board of Directors
Date:5/22/2008

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 the appointment of two new members to its Board of Directors, and the resignations of three of its current Directors. The new Board appointees are Paul De Stefano, J.D., a principal with the law firm of Fish and Richardson LLC, and a specialist in transactions in the biotechnology and health sciences industries; and Lori F. Rafield, Ph.D., currently an independent consultant specializing in corporate and business development for biotechnology companies and previously a Managing Director with the venture firm of Apax Partners. The Board members resigning are VaxGen's current chairman Randall L-W. Caudill D.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 Strategic Transactions Committee of the Board. De Stefano and Rafield will serve on this Committee, together with James P. Panek, VaxGen's President and CEO. De Stefano will also be a member of the Board's Audit and Nominating and Governance 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 two such well-qualified Directors, and look forward to working closely with them as the Company re-evaluates its strategic alternatives. With these governance changes, I believe we are well positioned to move forward on a renewed strategic transaction effort. I'd also like to thank Randall, Michel and Myron for 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 biopharmaceutical manufacturing facility with a 1,000-liter bioreactor that can be used to make cell culture or microbial biologic products. For more information, please visit the company's web site at http://www.vaxgen.com.

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


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SOURCE VaxGen, Inc.
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