Item 8.01. Other Events

On or about February 5, 2009, Oyster Point Tech Center, LLC ("Landlord"), VaxGen Inc.'s ("VaxGen" or the "Company") landlord with regard to its lease of its premises located at 349 Oyster Point Boulevard, South San Francisco, California (the "Lease"), filed a complaint against the Company in the Superior Court of California for the County of San Mateo (the "Court") alleging breach of contract and termination of the Lease (the "Complaint"). In addition, Landlord sought a writ of attachment (the "Writ") or a temporary protective order (the "Protective Order"), for which an ex parte hearing was held on February 6, 2009 (the "Hearing").

On February 6, 2009, in connection with the Hearing, VaxGen filed with the Court the declaration of Caroline Krumel, the Company's controller, in support of VaxGen's opposition to the Writ and the Protective Order (the "Declaration"). The Declaration included, as Exhibit 2, an unaudited consolidated balance sheet of the Company as of January 31, 2009, prepared by Ms. Krumel (the "January Balance Sheet"). The January Balance Sheet reflects, among other things, VaxGen's cash, cash equivalents and short term investments as of January 31, 2009, in the amount of $37,872,000. A copy of the January Balance Sheet is attached to this report as Exhibit 99.1.

At the Hearing, the Court denied the Writ and the Protective Order sought by Landlord. The parties are currently in discussions to achieve an amicable resolution to the matters alleged in the Complaint and a negotiated termination of the Lease. However, if necessary, the Company intends to vigorously defend against such allegations.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Description 99.1 Unaudited Consolidated Balance Sheet of VaxGen, Inc. as of January 31, 2009.

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