VaxGen Provides Updates and Encourages Stockholders to Vote In Favor of Proposed Merger ...(informeddecision based on reliable facts...),Health

Raven and have agreed to invest $3.8 million to close the merger.

-- VaxGen has indeed repurchased, at a discount, a portion ($1.5 million)

of its convertible debt; the only portion for which we have received a

formal repurchase offer to date.

-- No member of the proposed senior management team of the combined

company is being, or ever has been, sued by a current or former

employer.

-- No formal offers have been received to date for two of VaxGen's assets,

the manufacturing facility and the anthrax vaccine program, despite

extensive efforts of management and professional advisors to market

these assets, nor has VaxGen received any unsolicited, alternative

offer to this merger.

The dissenting stockholders offer no tangible alternatives to the merger and indeed do not appear to agree amongst themselves as to the right course to pursue. In the event that our stockholders do not approve the merger with Raven, liquidation is perhaps the most likely alternative. However, VaxGen believes this option to be far inferior to the proposed merger in that the proceeds would be limited, with no possibility of any future upside from continuing operations, and would only be distributed to stockholders following an extensive, time consuming and expensive process.

The combined company will be both technically and financially well positioned within one of the most dynamic sectors in drug development. We are encouraged that several new biotech investors and analysts also see the value in the merged company we are proposing. For example, in her Morning Meeting Comments issued March 18th, Sharon R. Seiler, Ph.D., Senior Biotechnology Analyst of Punk, Z
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