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VXGN.OB > SEC Filings for VXGN.OB > Form 8-K on 24-Jul-2008All Recent SEC Filings

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Form 8-K for VAXGEN INC


24-Jul-2008

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

Note Repurchase Agreements

On July 22, 2008, VaxGen, Inc. ("VaxGen") entered into Note Repurchase Agreements with QVT Fund LP (the "QVT Agreement"), Quintessence Fund L.P. (the "Quintessence Agreement") and Deutsche Bank AG London (the "Deutsche Bank Agreement"), whereby VaxGen agreed to repurchase its 5 1/2% convertible senior subordinated notes due April 2010 (the "Notes," and each, a "Note").

Pursuant to the QVT Agreement, VaxGen agreed to repurchase its Note in the principal amount of $1,649,000 at a purchase price of $1,352,180, plus accrued interest of $28,468.15, based on an assumed settlement date of July 24, 2008. Pursuant to the Quintessence Agreement, VaxGen agreed to repurchase its Note in the principal amount of $189,000 at a purchase price of $154,980, plus accrued interest of $3,262.88, based on an assumed settlement date of July 24, 2008. Pursuant to the Deutsche Bank Agreement, VaxGen agreed to repurchase its Note in the principal amount of $162,000 at a purchase price of $132,840, plus accrued interest of $2,796.75, based on an assumed settlement date of July 24, 2008.

The transactions described above were initiated by the noteholders and were not the result of any solicitation by or on behalf of VaxGen. VaxGen has not initiated any broader effort to repurchase or restructure its remaining Notes.

The QVT Agreement, Quintessence Agreement and Deutsche Bank Agreement are attached to this report as Exhibits 10.1, 10.2, and 10.3, respectively (the "Agreements"). The foregoing descriptions are qualified in their entirety by reference to the full text of the Agreements.



Item 9.01. Financial Statements and Exhibits.

                              Exhibit   Description
                              Number



10.1        Note Repurchase Agreement, dated July 22, 2008, by and between VaxGen,
            Inc. and QVT Fund LP.


10.2        Note Repurchase Agreement, dated July 22, 2008, by and between VaxGen,
            Inc. and Quintessence Fund L.P.


10.3        Note Repurchase Agreement, dated July 22, 2008, by and between VaxGen,
            Inc. and Deutsche Bank AG London.


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