Diadexus (VXGN) 8-K Other Events

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2005

VAXGEN, INC.
(Exact name of Registrant as Specified in its Charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
0-26483
(Commission File Number)
94-3236309
(I.R.S. Employer
Identification Number)

1000 MARINA BLVD., SUITE 200, BRISBANE, CALIFORNIA 94005
(Address of Principal Administrative Offices)

Registrant’s Telephone Number, Including Area Code: (650) 624-1000

————————————————————————————————————
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 8—OTHER EVENTS

Item 8.01. Other Events.

         On June 21, 2005, VaxGen, Inc. issued a press release entitled, “VaxGen’s Joint Venture, Celltrion, to Manufacture Product for Bristol-Myers Squibb Company”.

         This press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

SECTION 9—FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Exhibits.

Exhibit No.	Description
99.1	Press release dated June 21, 2005, entitled, “VaxGen’s Joint Venture, Celltrion, to Manufacture Product for Bristol-Myers Squibb Company”.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 22, 2005                       VaxGen, Inc.
                       (Registrant)


By: /s/ Lance K. Gordon
       ——————————————
       Lance K. Gordon
       Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 21, 2005, entitled, “VaxGen’s Joint Venture, Celltrion, to Manufacture Product for Bristol-Myers Squibb Company”.