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VXGN.OB > SEC Filings for VXGN.OB > Form 8-K on 30-Oct-2008All Recent SEC Filings

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Form 8-K for VAXGEN INC


30-Oct-2008

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

Note Repurchase Agreement

On October 27, 2008, VaxGen, Inc. ("VaxGen") entered into a Note Repurchase Agreement with Drawbridge Special Opportunities Fund LP (the "Drawbridge Agreement"), whereby VaxGen agreed to repurchase its 5 1/2% convertible senior subordinated notes due April 2010 (each, a "Note," and collectively, the "Notes").

Pursuant to the Drawbridge Agreement, VaxGen agreed to repurchase its Notes in the principal amount of $5,000,000 at a purchase price of $4,150,000, plus accrued interest of $20,625.03 based on an assumed settlement date of October 28, 2008.

The transaction described above was initiated by the noteholder and was not the result of any solicitation by or on behalf of VaxGen.

The Drawbridge Agreement is attached to this report as Exhibit 10.1. The foregoing description is qualified in its entirety by reference to the full text of the Drawbridge Agreement.



Item 9.01. Financial Statements and Exhibits.

Exhibit
Number        Description

10.1          Note Repurchase Agreement, dated October 27, 2008, by and between
              VaxGen, Inc. and Drawbridge Special Opportunities Fund LP.


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