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VaxGen and Raven Announce Form S4 Registration Statement Declared Effective

- Companies Provide Update on Status of Integration Planning -

SOUTH SAN FRANCISCO, Calif., Feb. 11 /PRNewswire-FirstCall/ -- VaxGen Inc. (Pink Sheets: VXGN), a biopharmaceutical company, and Raven biotechnologies, inc. a privately held company focused on the development of monoclonal antibody therapeutics (MAbs) for treating cancer, announced today that VaxGen's registration statement on Form S-4 related to the proposed merger with Raven biotechnologies has been declared effective by the Securities and Exchange Commission. VaxGen expects to mail the related proxy statement/prospectus to stockholders on February 12. VaxGen's Board of Directors has set March 28th as the date for the Special Meeting of Stockholders to vote on the proposed transaction. Consistent with previous guidance, the date of record for this vote is January 31, 2008.

"We are very pleased to have completed the regulatory phase of this process, and are now on track for a stockholder vote and, I am confident, completion of the merger soon thereafter." Said James P. Panek, CEO and President of VaxGen.

Additionally, VaxGen and Raven have each made significant progress in the operational and planning activities necessary prior to the close of the merger and required to ensure momentum thereafter. This progress includes:

-- The implementation of a restructuring at Raven, resulting in a

reduction in headcount of 15 percent. VaxGen has also completed a

further modest headcount reduction. This positions the two companies

to meet the objective of a combined continuing headcount of

approximately 60, as stated in the announcement of the merger

agreement on November 12, 2007. Raven and VaxGen believe the

resources now in place position the companies to successfully pursue

the stated drug development and financial objectives of the merged

company. Raven continues to advance its near-term objectives,

including preparation for the start of Phase 2 clinical trials for its

lead product RAV12 as well as the advancement of two IND candidates.

-- The Companies have established transition and integration plans and

teams as they relate to information technology, human resource

policies, financial systems and reporting and Sarbanes-Oxley


-- A number of VaxGen scientists are now working on Raven projects under

arms-length contractual arrangements. These arrangements serve to

advance critical R&D projects and are expected to facilitate the post-

close integration process.

-- The companies have determined that dedicating the use of the VaxGen

manufacturing facility to the Raven pipeline over the next two to

three years is not the most economically attractive option, and

therefore divestment or partnering of the facility is being actively


"Our goal for the merged company is to focus on advancing our pipeline of monoclonal antibodies directed against cancer stem cells, and these actions will allow us to do this in what we believe will be the most cost-effective manner possible," said George F. Schreiner, M.D., Ph.D., Raven's Chief Executive Officer. "We are confident that this merger will provide value to investors and, subject to a positive stockholder vote and satisfaction of the closing conditions, we look forward to combining our two companies."

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

About Raven

Raven biotechnologies, inc. is a privately held biotechnology company focused on the development of monoclonal antibody therapeutics for treating cancer. Raven's lead product candidate, RAV12, targets adenocarcinomas and is in clinical development for the treatment of gastrointestinal and other cancers. Raven, which is based in South San Francisco, California, has identified multiple candidate therapeutic MAbs for many cancer indications including lung, colon, pancreatic, prostate, breast, brain, and ovarian cancer. Please visit for more information about Raven biotechnologies inc.

Note: This press release contains "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, without limitation, VaxGen's and Raven's ability to meet the conditions necessary to close the proposed merger between the two companies, the benefits of the proposed merger, the ability to meet the stated drug development and financial objectives of the merged company, and the ability to and timing to successfully integrate Raven and VaxGen following consummation of the merger. 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, 2006 and most recently filed Quarterly Report 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 and Raven undertake 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.

Additional Information and Where to Find It

VaxGen has filed a registration statement on Form S-4, and a related proxy statement/prospectus, in connection with the merger. Investors and security holders are urged to read the registration statement on Form S-4 and the related proxy statement/prospectus because they will contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at In addition, investors and security holders may obtain free copies of the documents filed with the SEC by contacting VaxGen Investor Relations at the email address:

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

VaxGen, Raven and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of VaxGen in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction is included in the proxy statement/prospectus described above. Additional information regarding the directors and executive officers of VaxGen is also included in VaxGen's definitive proxy statement for its 2007 Annual Meeting of Stockholders which was filed with the SEC on November 21, 2007 and its Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on August 30, 2007. These documents are available free of charge at the SEC's web site at and from Investor Relations at VaxGen as described above.

SOURCE VaxGen Inc.
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