SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 4, 2005
VAXGEN, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-26483 94-3236309
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) 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
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(Former name or former address, if changed since last report.)
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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 1--REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
On April 29, 2005, VaxGen, Inc. (the "Company") and EndoBiologics
International Corporation ("EndoBiologics") entered into a Collaboration
Agreement (the "Agreement"). The Agreement provides for a cooperative research
relationship between EndoBiologics and the Company. Pursuant to the Agreement,
EndoBiologics will provide and/or prepare appropriate conjugates using its
proprietary technology and know-how as part of a proof-of-concept study and the
Company will evaluate such conjugates for biological activity as a vaccine
against Neisseria meningitidis serogroup B. The Agreement also provides that the
Company will have the exclusive option of obtaining the exclusive license rights
to the EndoBiologics technology and intellectual property for use in making,
developing and commercializing oligosaccharide and polysaccharide compounds and
conjugates for commercial use as vaccines against Neisseria meningitidis
serogroup B, including conducting appropriate clinical research and experiments
on such conjugates with the intention of identifying and selecting vaccines for
further development and commercialization. Pursuant to the Agreement the Company
will make certain payments EndoBiologics for the proof-of-concept study, and at
the Company's option, shall make further payments to continue the collaboration,
including payments based upon the completion of certain milestones.
SECTION 8--OTHER EVENTS
Item 8.01. Other Events.
On May 4, 2005, VaxGen, Inc. issued a press release entitled, "VaxGen and
EndoBiologics Form Collaboration to Pursue Early Stage Research for Meningitis B
Vaccine".
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
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99.1 Press release dated May 4, 2005, entitled, "VaxGen and EndoBiologics
Form Collaboration to Pursue Early Stage Research for Meningitis B
Vaccine".
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.
VaxGen, Inc.
(Registrant)
Dated: May 5, 2005 By: /s/ James M. Cunha
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James M. Cunha
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated May 4, 2005 entitled, "VaxGen and EndoBiologics
Form Collaboration to Pursue Early Stage Research for Meningitis
B Vaccine".