Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Underlying Securities
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|
Stock Option (Right to Buy)
| $
0.68
| 06/09/2008 | | A | |
17,500
| | | 06/09/2018 |
Common Stock
|
17,500
|
$
0
|
17,500
|
D
| |
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of James
P. Panek, Matthew J. Pfeffer and Laura Berezin of VaxGen, Inc. (the Company) signing
individually, the undersigneds true and lawful attorneys-in-fact and agents to:
(1) execute for and on behalf of the undersigned, an officer, director or holder of 10% or
more of a registered class of securities of the Company, a Form ID application for EDGAR access
codes and Forms 3, 4 and 5 pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act) and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary
or desirable to complete and execute such Form ID or Form 3, 4 or 5, complete and execute any
amendment or amendments thereto, and timely file such forms or amendments with the United States
Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any nature whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with
Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of
(a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigneds holdings of and transactions in securities issued by the Company, (b) revocation by
the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact shall no longer be employed by the
Company.
In Witness Whereof, the undersigned has cause this Power of Attorney to be executed as of this
14 day of February, 2007.
/s/ Kevin L. Reilly