UNITED STATES
                       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): November 30, 2007

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


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


        349 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA 94080
                  (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 5-- CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     As part of VaxGen's  ongoing  restructuring  efforts in connection with its
anticipated merger, Marc J. Gurwith, Senior Vice President,  Medical Affairs and
Chief Medical Officer terminated  employment on November 30, 2007. Mr. Gurwith's
resignation is not the result of a  disagreement  with the Company on any matter
relating to the Company's operations, policies or practices.




                                    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: December 4, 2007    By: /s/ Matthew J. Pfeffer
                               ------------------------
                               Matthew J. Pfeffer
                               Senior Vice President, Finance and Administration
                               and Chief Financial Officer