EXHIBIT 10.13 AMENDED AND RESTATED COLLABORATIVE LICENSE AGREEMENT

EXHIBIT 10.13

AMENDED AND RESTATED

COLLABORATIVE LICENSE AGREEMENT

BETWEEN

DENDREON CORPORATION

AND

KIRIN BREWERY CO., LTD.

TABLE OF CONTENTS

Page
----

ARTICLE 1: DEFINITIONS..............................................................................................3
1.1 "Affiliate"............................................................................................3
1.2 "Collaborative License Agreement"......................................................................3
1.3 "Controlled" or "Control"..............................................................................3
1.4 "Dendreon Antigen".....................................................................................3
1.5 "Dendreon Improvement".................................................................................3
1.6 "Dendreon Know-How"....................................................................................4
1.7 "Dendreon PA2024 Manufacturing Technology".............................................................4
1.8 "Dendreon PA2024 Option"...............................................................................4
1.9 "Dendreon Patents".....................................................................................4
1.10 "Dendreon Product".....................................................................................4
1.11 "Dendreon Technology"..................................................................................5
1.12 "Dendreon Territory"...................................................................................5
1.13 "Dendritic Cell".......................................................................................5
1.14 "Drug Approval Application"............................................................................5
1.15 "Effective Date".......................................................................................5
1.16 "Extraordinary Support"................................................................................5
1.17 "Field"................................................................................................6
1.18 "FTE"..................................................................................................6
1.19 "Information"..........................................................................................6
1.20 "Joint Territory"......................................................................................6
1.21 "Kirin Antigen"........................................................................................6
1.22 "Kirin's Cost".........................................................................................6
1.23 "Kirin/Dendreon Term Sheet"............................................................................6
1.24 "Kirin Improvements"...................................................................................6
1.25 "Kirin Know-How".......................................................................................7
1.26 "Kirin PA2024 Manufacturing Improvements"..............................................................7
1.27 "Kirin PA2024 Option"..................................................................................7
1.28 "Kirin Patents"........................................................................................7
1.29 "Kirin Product"........................................................................................7

1.30 "Kirin Technology".....................................................................................7
1.31 "Kirin Territory"......................................................................................8
1.32 "Licensed Dendreon Product"............................................................................8
1.33 "Licensed Kirin Product"...............................................................................8
1.34 "Manufacturing and Supply Agreement"...................................................................8
1.35 "Memorandum"...........................................................................................8
1.36 "Ministry".............................................................................................8
1.37 "Net Revenue"..........................................................................................8
1.38 "▇▇▇ ▇▇▇▇▇"............................................................................................9
1.39 "North America"........................................................................................9
1.40 "Option Notice"........................................................................................9
1.41 "Original License Agreement"...........................................................................9
1.42 "Parties' Agreements"..................................................................................9
1.43 "Patent"...............................................................................................9
1.44 "Patent Costs".........................................................................................9
1.45 "Phase II".............................................................................................9
1.46 "Product".............................................................................................10
1.47 "Reagent".............................................................................................10
1.48 "Reasonable Efforts"..................................................................................10
1.49 "Regulatory Approval".................................................................................10
1.50 "Restated Effective Date".............................................................................10
1.51 "Scale"...............................................................................................10
1.52 "Separation Devices"..................................................................................11
1.53 "Single Treatment"....................................................................................11
1.54 "Sublicensee".........................................................................................11
1.55 "Steering Committee"..................................................................................11
1.56 "Third Party Royalties"...............................................................................11
1.57 "Third Party".........................................................................................11
ARTICLE 2: LICENSES AND RELATED RIGHTS.............................................................................11
2.1 Licenses Granted to Kirin.............................................................................11
2.2 Licenses Granted to Dendreon..........................................................................13
2.3 Kirin Option to License Dendreon Products.............................................................14

ii.

2.4 Dendreon's Option to License Kirin Products and Kirin Improvements....................................16
2.5 Kirin's Option to License Dendreon PA2024 Manufacturing Technology....................................19
2.6 Notice of Development.................................................................................20
2.7 Trademark Rights......................................................................................20
ARTICLE 3: MANAGEMENT..............................................................................................24
3.1 The Steering Committee................................................................................24
3.2 Steering Committee Meetings...........................................................................24
3.3 Decision-Making and Issue Resolution..................................................................25
3.4 Research Efforts and Expenses.........................................................................25
3.5 Other Research........................................................................................26
3.6 Dendreon's Extraordinary Support to Kirin.............................................................26
3.7 Improvements, Upgrades and Changes to Products and Components.........................................27
ARTICLE 4: DEVELOPMENT AND MARKETING IN THE JOINT TERRITORY........................................................28
4.1 Collaborative Development and Marketing...............................................................28
ARTICLE 5: FEES AND ROYALTIES......................................................................................28
5.1 Technology Transfer Fee...............................................................................28
5.2 Royalties on Sales of Kirin Products..................................................................29
5.3 Royalties on Sales of Licensed Dendreon Products......................................................30
5.4 Royalties on Dendreon Sales of Licensed Kirin Products................................................30
5.5 Kirin Milestone Payments..............................................................................31
5.6 Dendreon Milestone Payments...........................................................................32
5.7 Payment of Royalties..................................................................................32
5.8 Royalty Structure and Marketing Strategy..............................................................32
5.9 Dendreon's Option Fee to Kirin........................................................................33
5.10 Payment...............................................................................................34
ARTICLE 6: EQUITY INVESTMENT BY KIRIN..............................................................................34
6.1 Full Performance of Equity Investment................................................................ 34
ARTICLE 7: CONFIDENTIALITY.........................................................................................35
7.1 Confidentiality; Exceptions...........................................................................35
7.2 Authorized Disclosure.................................................................................35
7.3 Survival..............................................................................................36
ARTICLE 8: INTELLECTUAL PROPERTY...................................................................................36

iii.

8.1 Ownership.............................................................................................36
8.2 Prosecution and Maintenance of Patents by Dendreon; Abandonment.......................................36
8.3 Prosecution and Maintenance of Patents by Kirin; Abandonment..........................................36
8.4 Defense and Settlement of Third Party Claims..........................................................37
8.5 Third Party Royalties.................................................................................37
8.6 Enforcement of Patent Rights..........................................................................38
ARTICLE 9: REPRESENTATIONS AND WARRANTIES..........................................................................39
9.1 Representations and Warranties........................................................................39
ARTICLE 10: REPORTS, RECORDS AND SAMPLES...........................................................................39
10.1 Sharing of Information................................................................................39
10.2 Records of Net Revenue................................................................................41
10.3 Materials.............................................................................................41
10.4 Publicity Review......................................................................................41
10.5 Publications..........................................................................................42
10.6 Adverse Event Reporting...............................................................................42
ARTICLE 11: TERM AND TERMINATION...................................................................................43
11.1 Term .................................................................................................43
11.2 Termination for Breach................................................................................43
11.3 Surviving Rights......................................................................................43
11.4 Non-exclusive Licenses after Expiration.............................................................. 43
11.5 Termination Without Cause............................................................................ 44
ARTICLE 12: INDEMNIFICATION........................................................................................44
12.1 Indemnification in Kirin Territory....................................................................44
12.2 Indemnification in the Dendreon Territory.............................................................44
ARTICLE 13: MISCELLANEOUS..........................................................................................45
13.1 Assignment............................................................................................45
13.2 Retained Rights.......................................................................................45
13.3 Force Majeure.........................................................................................45
13.4 Further Actions.......................................................................................45
13.5 No Trademark Rights...................................................................................45
13.6 Notices ............................................................................................. 46
13.7 Dispute Resolution....................................................................................47

iv.

13.8 Waiver................................................................................................48
13.9 Severability..........................................................................................48
13.10 Ambiguities...........................................................................................48
13.11 Entire Agreement......................................................................................48
13.12 Headings..............................................................................................49
13.13 Undefined Terms.......................................................................................49

AMENDED AND RESTATED COLLABORATIVE LICENSE
AGREEMENT

This Amended and Restated Collaborative License Agreement (the "Agreement" or
"Collaborative License Agreement") is made and entered into effective as of
August 6, 2002 (the "Restated Effective Date") by and between Dendreon
Corporation, a Delaware corporation having its principal place of business at
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇.▇. ("Dendreon"), and Kirin Brewery
Co., Ltd., a corporation organized and existing under the laws of Japan having
its principal place of business at ▇▇-▇, ▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇
("Kirin"). Dendreon and Kirin may be referred to herein collectively as the
"Parties" or individually as a "Party."

RECITALS

A. Dendreon has developed and owns certain proprietary technology relating
to the isolation and activation of dendritic and other antigen-presenting cells
with antigens of interest for use in human therapies, and Kirin possesses
research, development and marketing capabilities for pharmaceutical and other
medical products.

B. Kirin desires to obtain from Dendreon a license to such Dendreon
technology to develop and commercialize, in Japan and certain other Asian
countries, activated, including without limitation antigen-activated, dendritic
and other antigen-presenting cell products based on such technology, and an
option to obtain the exclusive license to commercialize in such countries
certain Dendreon antigen-presenting cell products that have or will enter into
clinical development during the term of this Agreement.

C. Dendreon desires to obtain from Kirin an option to obtain the exclusive
license to commercialize in North America any Kirin products that are developed
by Kirin under this Agreement based on the Dendreon technology.

D. Kirin and Dendreon entered into a Collaborative License Agreement on
December 10, 1998 to formalize their plans set forth in Recitals A through C.
(The Collaborative License Agreement, dated December 10, 1998, is hereinafter
defined as the "Original License Agreement"; and the date of its execution is
hereinafter defined as the "Effective Date").

E. Dendreon and Kirin entered into a Manufacturing and Supply Agreement,
dated July 27, 1999, that establishes the terms and conditions for the Parties'
purchase and supply of certain separation devices, reagents and proprietary
antigens.

F. Dendreon and Kirin entered into a Research and License Agreement, dated
February 1, 1999, that establishes the terms and conditions for the Parties'
collaborative research and development of activated cell products, including,
without limitation, antigen activated cell products.

G. Dendreon and Kirin entered into a Joint Commercialization Agreement,
dated February 1, 2001, that establishes the terms and conditions for the
Parties' joint commercialization of Collaborative Products and Kirin Products
within the European Union.

H. Kirin and Dendreon entered into a Memorandum of Modifications to Kirin
and Dendreon Collaboration on August 3, 2001 (hereinafter defined as the
"Memorandum"). The Memorandum, among other things, directs that the Original
License Agreement be amended to conform to the Parties' agreements in the
Memorandum.

I. Kirin has an option for a fully paid non-exclusive license (with right
to sublicense) to manufacture Dendreon's Antigen PA2024 using Dendreon's
Technology as set forth in this Agreement and in the Manufacturing and Supply
Agreement.

J. This Agreement and the Amended and Restated Manufacturing and Supply
Agreement of even date supercede and terminate the Memorandum.

Now, Therefore, the Parties agree to amend and restate the Original License
Agreement in its entirety as follows:

ARTICLE 1:

DEFINITIONS

The following terms shall have the following meanings as used in this
Agreement:

1.1 "AFFILIATE" means, with respect to a particular Party, a person,
corporation or other entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with such
Party. For the purposes of this definition, "control" means the direct or
indirect ownership by a Party of at least fifty percent (50%) of the outstanding
voting securities of the controlled entity; provided, that in any country where
the law does not permit foreign equity ownership of at least fifty percent
(50%), then with respect to corporations organized under such country's laws,
"control" shall mean the direct or indirect ownership by a Party of outstanding
voting securities of such corporation at the maximum amount permitted by the
law of such country.

1.2 "COLLABORATIVE LICENSE AGREEMENT" means this Agreement.

1.3 "CONTROLLED" OR "CONTROL" means, with respect to a particular
item, material, or intellectual property right, that a Party owns or has a
license under such item, material or intellectual property right and has the
ability to grant to the other Party access to and/or a license or sublicense
under such item, material or intellectual property right as provided for herein
without violating the terms of any agreement or other arrangement with, or the
rights of, any Third Party.

1.4 "DENDREON ANTIGEN" means an antigen that is claimed by a patent
or is otherwise covered by intellectual property rights that are Controlled by
Dendreon.

1.5 "DENDREON IMPROVEMENT" means any improvement to platform
technologies in the Dendreon Know-How that relates to the Field and is made and
Controlled by Dendreon

during the Agreement and prior to approval of the first Kirin Product in Japan,
or if later, the termination of the Research Program.

1.6 "DENDREON KNOW-HOW" means all Information that (a) is Controlled
by Dendreon on the Effective Date, and (b) relates to Dendritic Cell separation
and enrichment, antigens, antigen engineering for delivery of antigen to
Dendritic Cells, Dendritic Cell activation or loading with antigen and/or
infusion of such activated or loaded Dendritic Cells for use in human therapies,
which includes, without limitation, the Information summarized on Exhibit A, as
amended from time to time by Dendreon.

1.7 "DENDREON PA2024 MANUFACTURING TECHNOLOGY" means all Information
Controlled as of March 16, 2001 (but not as of any later date) by Dendreon for
manufacturing PA2024. The Dendreon PA2024 Manufacturing Technology is described
in the illustrative flow chart in Schedule 2.5. The schedule is not the
technology transfer.

1.8 "DENDREON PA2024 OPTION" shall have the meaning set forth in
Section 2.4(d).

1.9 "DENDREON PATENTS" means the Patents and Patent applications
that (a) are Controlled by Dendreon during the term of the Agreement, and (b)
claim an invention in the Dendreon Know-How or Dendreon Improvements. Such
Patents existing as of the Effective Date are listed on Exhibit B, and Dendreon
will use reasonable efforts to amend such Exhibit B from time to time to reflect
any changes.

1.10 "DENDREON PRODUCT" means: (a) any therapeutic product comprising
Dendritic Cells that have been activated or loaded with a specific antigen,
engineered antigen or antigen gene, (including without limitation Dendreon
Antigen), for use in human therapy, which product has been developed by Dendreon
based on the Dendreon Technology; or (b) any service provided by or on behalf of
Dendreon to a patient that utilizes the Dendreon Technology and involves
isolation or preparation of Dendritic Cells, activation or loading with specific
antigen, engineered antigen or antigen gene, (including without limitation
Dendreon Antigen), and administration of such activated or antigen loaded
Dendritic Cells into a patient. Further, the Parties may agree in writing to
amend and extend the definition of Dendreon Product as provided in Section 5.8.

1.11 "DENDREON TECHNOLOGY" means the Dendreon Know-How, the Dendreon
Improvements and the Dendreon Patents, either collectively or any part thereof.

1.12 "DENDREON TERRITORY" means all countries of the world and all
territories and possessions thereof, excluding all countries, territories and
possessions within the Kirin Territory and the Joint Territory.

1.13 "DENDRITIC CELL" means a human dendritic cell or other
antigen-presenting cell or other cells from which dendritic cells can be
derived.

1.14 "DRUG APPROVAL APPLICATION" means an application for Regulatory
Approval required before commercial sale or use of a Product as a drug in a
regulatory jurisdiction.

1.15 "EFFECTIVE DATE" means the date of the Original License
Agreement, December 10, 1998. Any amendment to the Original License Agreement
contained in this Agreement shall be effective as of the Restated Effective
Date.

1.16 "EXTRAORDINARY SUPPORT" shall mean and include, without
limitation, active consultation, analysis, investigation, problem solving,
training and advocacy (including, without limitation, advocacy to governmental
agencies) to or on behalf of the Party to whom the Extraordinary Support is
given, it being the Parties intention that the Party giving Extraordinary
Support will offer a greater commitment of its employee time and resources
(including travel, training, on-site visits and expedited assistance) than the
Party is otherwise obligated to furnish under the Parties' Agreements. By way of
non-limiting example, Extraordinary Support is support over and above (a) the
Parties sharing Information under the Parties Agreements (e.g., Information
about patent prosecution, about other proceedings, and about the transfer of
Dendreon Technology to Kirin), (b) activities associated with the Steering
Committee, as contemplated in Sections 8.2 and 10.1 and Article 3 of the
Collaborative License Agreement, respectively, and (c) activities of the Joint
Research Committee as contemplated in Article 2 of the Research and License
Agreement. Additional non-limiting examples of Extraordinary Support are set
forth in Schedule 3.6.

1.17 "FIELD" means the discovery, development, manufacture, use and
sale of products that generally utilize Dendritic Cell separation, antigen
engineering, and antigen or antigen gene delivery to Dendritic Cells for use in
human therapies that are based on, comprise, utilize or are derived from the
Dendreon Technology. The foregoing products may have applications for other
human medical uses, and if Kirin demonstrates to Dendreon's reasonable
satisfaction that such other uses exist, then the Parties agree to negotiate in
good faith an amendment to the Agreement that extends the Field to cover such
additional uses, including such additional amendments as may be needed to
properly cover such products for royalty purposes.

1.18 "FTE" means work hours equivalent to the work performed by one
full-time employee working for one year (including normal vacation).

1.19 "INFORMATION" means any and all information and data of any
kind, including without limitation techniques, inventions, practices, methods,
knowledge, know-how, skill, experience, test data (including pharmacological,
toxicological and clinical test data), analytical and quality control data,
marketing, cost, sales and manufacturing data and descriptions, compositions,
and assays.

1.20 "JOINT TERRITORY" means the countries that are members of the
European Union, as such union is constituted at the applicable time.

1.21 "KIRIN ANTIGEN" means an antigen that is claimed by a patent or
is otherwise covered by intellectual property rights that are Controlled by
Kirin.

1.22 "KIRIN'S COST" shall have the meaning set forth in Section
2.4(d)(1).

1.23 "KIRIN/DENDREON TERM SHEET" means that certain Term Sheet
executed by the Parties and dated as of June 30, 1998.

1.24 "KIRIN IMPROVEMENTS" means all Information developed by or on
behalf of Kirin that (a) is Controlled by Kirin during the term of the Agreement
and prior to approval of the first Kirin Product in Japan, or if later, the
termination of the Research Program, and (b) comprises

improvements or modifications to platform technologies in the Dendreon
Technology or their use.

1.25 "KIRIN KNOW-HOW" means all Information developed by or
Controlled by or on behalf of Kirin that relates directly to a Kirin Product or
its manufacture or use, but excluding the Kirin Improvements.

1.26 "KIRIN PA2024 MANUFACTURING IMPROVEMENTS" means all Information
for the manufacture of PA2024 developed by or on behalf of Kirin that (a) is
Controlled by Kirin during the term of the license to manufacture PA2024 under
Dendreon PA2024 Manufacturing Technology and (b) achieves a greater
manufacturing Scale for PA2024 than is achieved under the Dendreon PA2024
Manufacturing Technology.

1.27 "KIRIN PA2024 OPTION" shall have the meanings set forth in
Section 2.5.

1.28 "KIRIN PATENTS" means all Patents and Patent applications that
claim any inventions in the Kirin Improvements or the Kirin Know-How, which
Patents shall be listed on Exhibit C promptly after filing, and Kirin will use
reasonable efforts to amend such Exhibit C from time to time to reflect any
changes.

1.29 "KIRIN PRODUCT" means: (a) any therapeutic product developed by
or on behalf of Kirin based on, derived from or incorporating the Dendreon
Technology that comprises Dendritic Cells that have been activated or loaded
with a specific antigen, engineered antigen or antigen gene, (including without
limitation a Kirin Antigen), for use in human therapy; or (b) any service
provided by or on behalf of Kirin to a patient that involves isolation or
preparation of Dendritic Cells, activation or loading of a specific antigen,
engineered antigen or antigen gene, (including without limitation a Kirin
Antigen), and administration of such activated or antigen loaded Dendritic Cells
into a patient, wherein such service is based on, utilizes, comprises or is
derived from the Dendreon Technology. The Parties may agree in writing to amend
and extend the definition of Kirin Product as provided in Section 5.8.

1.30 "KIRIN TECHNOLOGY" means the Kirin Improvements, Kirin Know-How
and Kirin Patents, either collectively or any part thereof.

1.31 "KIRIN TERRITORY" means Japan, Australia, New Zealand, People's
Republic of China (including Hong Kong and Macao), Taiwan, South Korea, North
Korea, Mongolia, Vietnam, Laos, Cambodia, Thailand, Myanmar, Philippines,
Brunei, Singapore, Indonesia and Malaysia.

1.32 "LICENSED DENDREON PRODUCT" shall have the meaning set forth in
Section 2.3(b).

1.33 "LICENSED KIRIN PRODUCT" shall have the meaning set forth in
Section 2.4(b).

1.34 "MANUFACTURING AND SUPPLY AGREEMENT" means the Parties' Amended
and Restated Manufacturing and Supply Agreement of even date.

1.35 "MEMORANDUM" shall have the meaning set forth in Recital H.

1.36 "MINISTRY" shall mean the Japan Ministry of Health, Labor and
Welfare.

1.37 "NET REVENUE" means the total revenue received by a Party for
sale or other disposition of a Product by such Party or an Affiliate or
Sublicensee of such Party to a Third Party less the following to the extent
actually incurred or allowed with respect to such sale or disposition: (i)
reasonable costs paid, if any, by the Party to a Third Party on account of
apheresis performed as part of or in association with the Product; (ii)
discounts, including cash discounts, or rebates, retroactive price reductions or
allowances actually allowed or granted from the billed amount; (iii) credits or
allowances actually granted upon claims, rejections or returns of Products,
including recalls, regardless of the Party requesting such; (iv) freight,
postage, shipping and insurance charges paid for delivery of Product, to the
extent billed; and (v) taxes, duties or other governmental charges levied on or
measured by the billing amount when included in billing, as adjusted for rebates
and refunds; provided, however, that with respect to sales of a particular
Kirin Product or Licensed Dendreon Product by Kirin or its Affiliate or
Sublicensee in Japan, the "total revenue received", as set forth above in the
first line of this definition, shall not in any event be less than the ▇▇▇ ▇▇▇▇▇
established for insurance reimbursement of Single Treatment, less the average
amount charged by the particular hospital purchaser of such Product for the same
number of apheresis services and administration services needed for and
performed

for Single Treatment where such averages are calculated including all apheresis
services or infusion services, as applicable, that were performed for any
purpose during the applicable period.

1.38 "▇▇▇ ▇▇▇▇▇" means the maximum sale price for a particular
pharmaceutical or medical price as established by the Japanese National Ministry
of Health and Welfare.

1.39 "NORTH AMERICA" means the United States and all possessions and
territories thereof, Canada, Greenland, Mexico, Guatemala, Costa Rica, Belize,
Nicaragua, Honduras, El Salvador, Panama, Haiti, the Dominican Republic, the
Bahamas, Cuba and the British Virgin Islands.

1.40 "OPTION NOTICE" shall have the meaning set forth in Section
2.4(d).

1.41 "ORIGINAL LICENSE AGREEMENT" means the Parties' Collaborative
License Agreement, dated December 10, 1998 (which has been amended and restated
by this Amended and Restated Collaborative License Agreement).

1.42 "PARTIES' AGREEMENTS" mean this Collaborative License Agreement,
the Parties' Research and License Agreement, dated February 1, 1999, the
Parties' Amended and Restated Manufacturing and Supply Agreement of even date,
and the Parties' Joint Commercialization Agreement, dated February 1, 2001 and
all amendments thereto, but not the Memorandum.

1.43 "PATENT" means (i) a valid and enforceable patent, including any
extension, registration, confirmation, reissue, re-examination or renewal
thereof; and (ii) to the extent valid and enforceable rights are granted by a
governmental authority thereunder, a patent application.

1.44 "PATENT COSTS" means the fees and expenses paid to outside legal
counsel and other Third Parties, and filing and maintenance expenses, incurred
in connection with the establishment, maintenance of rights under Patents
applicable to Products including the costs of patent interference proceedings.

1.45 "PHASE II" means that portion of a clinical development program
that provides for additional assessment of safety and preliminary assessment of
efficacy of a product in human

volunteers or patients, which is intended to gather information to support
the pivotal human clinical trials using such product in a particular
country. Any such clinical development program shall be performed in accordance
with the U.S.A. Federal Food, Drug and Cosmetic Act and applicable regulations
promulgated thereunder (including without limitation 21 CFR Part 312), as
amended from time to time, or the comparable foreign laws and regulations in the
applicable country.

1.46 "PRODUCT" means a Kirin Product or a Dendreon Product.

1.47 "REAGENT" means, with respect to a particular Licensed Dendreon
Product, any proprietary reagent of Dendreon (excluding any reagents contained
in a Separation Device) that is required for commercial manufacture and/or use
of such Licensed Dendreon Product.

1.48 "REASONABLE EFFORTS" shall mean efforts and resources commonly
used in the research-based pharmaceutical industry for the research,
development and commercialization of a product at a similar stage in its product
life taking into account the establishment of the product in the marketplace,
the competitiveness of the marketplace, the proprietary position of the product,
the regulatory structure involved, the profitability of the product and other
relevant factors.

1.49 "REGULATORY APPROVAL" means any approvals, licenses,
registrations or authorizations of any federal, state or local regulatory
agency, department, bureau or other government entity, necessary for the
manufacture, use, storage, import, transport or sale of Products in a regulatory
jurisdiction.

1.50 "RESTATED EFFECTIVE DATE" means the date of this Agreement, set
forth in the preamble above.

1.51 "SCALE" shall mean that a designated drug, antigen (e.g.,
PA2024), reagent or biologic is manufactured at a specified per batch
volume (e.g., 2000L) all in accordance with cGMP such that each batch reliably
and reproducibly conforms to the specifications for the designated drug,
antigen, reagent or biologic.

10.

1.52 "SEPARATION DEVICES" means any Dendreon device, including all
containers and proprietary reagents comprising such device, that is intended for
use by Dendreon and its licensees for the isolation and purification of
Dendritic Cells for use in human therapy by activation or loading with specific
antigen, engineered antigen or antigen gene, and infusion into a patient.

1.53 "SINGLE TREATMENT" means a single course of treatment of a
patient involving isolation of such patient's Dendritic Cells, or other
preparation of appropriate Dendritic Cells, activation or loading with specific
antigen, engineered antigen or antigen gene, and infusion of such Dendritic
Cells into a patient (which may involve multiple infusions over several months),
as determined by the Steering Committee.

1.54 "SUBLICENSEE" shall mean any Third Party expressly licensed by a
Party to make and sell one or more Products. A Sublicensee shall not include
distributors or sales agents that do no more than purchase and resell finished
Products on behalf of a Party.

1.55 "STEERING COMMITTEE" shall have the meaning set forth in Section
3.1.

1.56 "THIRD PARTY ROYALTIES" means royalties payable to a Third Party
in respect of the sale of Kirin Products or Dendreon Products other than
royalties payable with respect to licenses entered into prior to the Effective
Date.

1.57 "THIRD PARTY" means any entity other than Dendreon or Kirin or
an Affiliate of Dendreon or Kirin.

ARTICLE 2:

LICENSES AND RELATED RIGHTS

2.1 LICENSES GRANTED TO KIRIN.

11.

without Dendreon's prior written approval and may grant sublicenses under such
rights to Third Parties solely for sale (but not therapeutic development) of
Kirin Products in the Kirin Territory without Dendreon's prior written approval.
Additionally, Kirin and its Affiliates may conduct clinical development of
particular Kirin Products in the Dendreon Territory and Joint Territory so long
as Kirin obtains Dendreon's prior written approval of the location and clinical
study protocol of any such clinical work or study of each such Kirin Product,
such approval not to be unreasonably withheld, and such work is intended to
generate data to be used in obtaining Regulatory Approval of such Kirin Product
for manufacturing, marketing and sale in the Kirin Territory.

(b) Subject to the terms of this Agreement (including
without limitation Section 2.4 and Article 5), Dendreon hereby grants to Kirin
an exclusive (except in the Joint Territory) license under the Dendreon
Technology, with the right to sublicense, to make, have made, use, sell and
offer for sale any Kirin Product created that contains a Kirin Antigen. The
foregoing license grant shall apply in countries where there is a patent or
other intellectual property right Controlled by Kirin covering such Kirin
Antigen. Specifically excluded from the license rights granted under this
subsection (b) are any rights to make, have made, use, import, sell and offer
for sale in North America any Kirin Product for which Dendreon has exercised the
Dendreon Option pursuant to Section 2.4.

(c) Subject to the terms of this Agreement, Dendreon hereby
grants to Kirin an exclusive license to use the Dendreon Technology to use,
make, have made, import, sell and offer for sale Licensed Dendreon Products
solely in the Kirin Territory. Kirin may grant sublicenses under the license
rights granted by Dendreon in the foregoing to its Affiliates and to Third
Parties solely for sale of Licensed Dendreon Products in the Kirin Territory
without Dendreon's prior written approval. Additionally, Kirin and its
Affiliates may conduct clinical development of specific Licensed Dendreon
Products in the Dendreon Territory and Joint Territory so long as Kirin obtains
Dendreon's prior written approval of the location and clinical study protocol of
any such clinical work or study of a Licensed Dendreon Product, such approval
not to be unreasonably withheld, and such work is intended to generate data to
be used in

12.

obtaining Regulatory Approval of such Licensed Dendreon Product for marketing
and sale in the Kirin Territory.

(d) Subject to the terms of this Agreement, Dendreon grants
to Kirin a non-exclusive license to use the Dendreon Technology to make, have
made, use, sell and offer for sale Kirin Products in the countries in the world
outside of the Kirin Territory, North America and the Joint Territory; provided,
however, that Kirin and Dendreon shall mutually agree in writing upon any
Sublicensees of Kirin under the foregoing rights to sell the Kirin Products in
any such countries or territories, such agreement not to be unreasonably
withheld.

(e) Subject to the terms of Section 5.8, and except as
otherwise provided in the Manufacturing and Supply Agreement, the license rights
granted in the subsections (a) through (d) above are subject to the following
express limitation (and to all other obligations and limitations in the
Agreement): Kirin obtains no license or rights to make or to practice any of the
Dendreon Technology to make Separation Devices, Reagents or any other devices or
products for use in the isolation or purification of Dendritic Cells or any
other cells. Kirin may purchase Separation Devices and Reagents only under the
terms of the Manufacturing and Supply Agreement. Kirin may use Separation
Devices to isolate Dendritic Cells only as part of preparing a Kirin Product or
Licensed Dendreon Product or performing a service comprising a Kirin Product or
Licensed Dendreon Product.

2.2 LICENSES GRANTED TO DENDREON.

(a) Subject to the terms of this Agreement, Kirin hereby
grants to Dendreon an exclusive license in the Dendreon Territory, with the
right to sublicense, under the Kirin Improvements and the Kirin Patents that
claim such Kirin Improvements to develop, make, have made, use, import and sell
Dendreon Products.

(b) Subject to the terms of this Agreement, Kirin hereby
grants to Dendreon an exclusive license under the Kirin Technology to use, make,
have made, import, sell and offer for sale Licensed Kirin Products in North
America. Dendreon may grant sublicenses under the license rights granted by
Kirin in the foregoing to its Affiliates and to Third Parties solely for the
sale of Licensed Kirin Products in North America.

13.

2.3 KIRIN OPTION TO LICENSE DENDREON PRODUCTS.

(a) KIRIN OPTION.

(i) Subject to the terms of this Section 2.3 and
Article 5, Dendreon hereby grants to Kirin an exclusive option (the "Kirin
Option") to obtain an exclusive license, with the right to sublicense, to
conduct clinical development on and to commercialize specific Dendreon Products
in the Kirin Territory. The Kirin Option is exercisable by Kirin, with respect
to any particular Dendreon Product in clinical development by Dendreon or its
Affiliate, at any time following the commencement of such clinical development,
but no later than one hundred ten (110) days after Dendreon delivers to Kirin a
report on early Phase II clinical trial data for such Dendreon Product (the
"Kirin Option Period"). The report shall be available within thirty (30) days
after completion of early Phase II clinical trials for such Dendreon Product. To
exercise the Kirin Option for a particular Dendreon Product in development,
Kirin shall provide Dendreon written notice of Kirin's election prior to the
expiration of the applicable Kirin Option Period. Notwithstanding the above,
Kirin shall have the right to negotiate for an extension of the Kirin Option
Period applicable to a particular Dendreon Product. In consideration of any such
extension, if any, the Parties will negotiate in good faith compensation to be
paid to Dendreon.

(ii) Kirin has properly exercised its options under
Section 2.3(a) of the Original License Agreement to acquire exclusive licenses
for two Dendreon Products, APC8015 and APC8020. APC8015 and APC8020 are Licensed
Dendreon Products.

(b) Regulatory and Commercialization Efforts.

(i) If Kirin properly exercises the Kirin Option for
a particular Dendreon Product, then such Dendreon Product shall thereafter be
deemed a "Licensed Dendreon Product" for purposes of this Agreement. Kirin shall
be entitled, subject to compliance with the other terms of the Agreement, to
exercise the license rights granted under Section 2.1(c) with respect to such
Licensed Dendreon Product. Kirin shall use Reasonable Efforts to develop and
obtain Regulatory Approval in the Kirin Territory for each Licensed Dendreon
Product. Kirin shall pay all the development and registration costs for all such
Licensed Dendreon Products in the Kirin Territory. Kirin shall use Reasonable
Efforts to market

14.

and sell in the Kirin Territory all Licensed Dendreon Products for which
Regulatory Approval in the Kirin Territory has been obtained.

(ii) Notwithstanding Sections 2.3(a) and 2.3(b)(i) to
the contrary, Kirin's clinical study for APC8020 in Japan is scheduled to
commence no later than March 1, 2002. The Parties recognize that in order to
meet this scheduled commencement date, Kirin first must have (a) received
confirmation from the Ministry of Kirin's Kakunin-Shinsei (confirmation
application for safety and quality) and (b) filed its IND with the Ministry.
Kirin shall use its Reasonable Efforts; and pursuant to Section 3.6 below,
Dendreon shall (pursuant to Section 10(a) below) support Kirin's Reasonable
Efforts and, if necessary, at Kirin's request (pursuant to Section 3.6 below),
provide Extraordinary Support to meet this scheduled commencement date. Failure
of Kirin to meet the scheduled commencement date, despite its Reasonable
Efforts, shall not be considered a breach of this Agreement.

(c) For each Dendreon Product in development during the term
of the Agreement, Dendreon agrees that it shall not grant any rights, interests,
or options to any Third Parties for the commercialization of such Dendreon
Product in the Kirin Territory until the earlier of: (i) the expiration of the
Kirin Option Period applicable to such Dendreon Product without Kirin having
exercised such Kirin Option; or (ii) Kirin's failure to use Reasonable Efforts
to develop and market such Dendreon Product in the Kirin Territory at any time
commencing one hundred eighty (180) days after Kirin's exercise of the Kirin
Option; or (iii) termination of the Agreement. If Kirin fails to exercise the
Kirin Option as to a particular Dendreon Product, Dendreon shall have the right
to develop and commercialize such Dendreon Product in the Kirin Territory.
Further, if Kirin fails to use Reasonable Efforts to develop and market a
Licensed Dendreon Product in the Kirin Territory at any time commencing one
hundred eighty (180) days after Kirin's exercise of the Kirin Option, Dendreon
shall have the right to develop and commercialize such Licensed Dendreon Product
in the Kirin Territory upon ninety (90) days notice from Dendreon; provided,
however, that if Kirin initiates Reasonable Efforts to develop and market such
Licensed Dendreon Product in the Kirin Territory within the ninety (90) day
notice period and continues thereafter to use Reasonable Efforts to develop and
market such Licensed Dendreon Product in the Kirin Territory, then Dendreon
shall not obtain such rights

15.

unless and until Kirin does not continue using such Reasonable Efforts.
Dendreon's right to commercialize Dendreon Products for which the Kirin Option
has expired shall be subject to the following: If Kirin has any ongoing or
current research, development or commercial project involving Dendritic
Cell-based therapy for the same tumor type as is the subject of treatment by
such Dendreon Product, and the goal of such project is the creation of a Kirin
Product, and Kirin has previously identified such project to Dendreon prior to
Dendreon's disclosure of such Dendreon Product to Kirin, or has demonstrated the
existence of such project to Dendreon's reasonable satisfaction based on
official notebook data entries created prior to such disclosure, then Dendreon
agrees not to develop and market such Dendreon Product in the Kirin Territory,
nor to grant to a Third Party a license to develop and market such Dendreon
Product in the Kirin Territory, without obtaining Kirin's prior written consent.
For clarity, the requirement that Kirin use Reasonable Efforts in developing and
commercializing Licensed Dendreon Products does not necessarily require that
Kirin expend such efforts in every country in the Kirin Territory, so long as
such efforts are expended in each country where it is economically reasonable to
do so.

2.4 DENDREON'S OPTION TO LICENSE KIRIN PRODUCTS AND KIRIN
IMPROVEMENTS.

(a) Subject to the terms of this Section 2.4 and Article 5,
Kirin hereby grants to Dendreon an exclusive option (the "Dendreon Option") to
obtain an exclusive license, with the right to sublicense, to commercialize
specific Kirin Products in North America. The Dendreon Option is exercisable by
Dendreon, with respect to any particular Kirin Product in clinical development,
at any time following the commencement of such clinical development, but no
later than one hundred ten (110) days after Kirin delivers to Dendreon a report
on early Phase II clinical trial data for such Kirin Product (the "Dendreon
Option Period"). The report shall be available thirty (30) days after completion
of early Phase II clinical trials for such Kirin Product. To exercise the
Dendreon Option for a particular Kirin Product in development, Dendreon shall
provide Kirin written notice of Dendreon's election prior to the expiration of
the applicable Dendreon Option Period. Notwithstanding the above, Dendreon shall
have the right to negotiate for an extension of the Dendreon Option Period
applicable to a particular Kirin Product. In consideration of any such
extension, if any, the Parties will negotiate in good faith compensation to be
paid to Kirin.

16.

(b) If Dendreon properly exercises the Dendreon Option for a
particular Kirin Product, then such Kirin Product shall thereafter be deemed a
"Licensed Kirin Product" for purposes of this Agreement. Dendreon shall be
entitled, subject to compliance with the other terms of the Agreement, to
exercise the license rights granted under Section 2.2(b) with respect to such
Licensed Kirin Product. Dendreon shall pay all the development and registration
costs for all such Licensed Kirin Products in North America.

(c) For each Kirin Product in development during the term of
the Agreement, Kirin agrees that it shall not grant any rights, interests, or
options to any Third Parties for the commercialization of such Kirin Product in
North America until the earlier of: (i) the expiration of the Dendreon Option
Period applicable to such Kirin Product without Dendreon having exercised such
option; (ii) Dendreon's failure to use Reasonable Efforts to develop and market
such Kirin Product in North America at any time commencing one hundred eighty
(180) days after Dendreon's exercise of the Dendreon Option; or (iii)
termination of the Agreement. If Dendreon fails to exercise the Dendreon Option
as to a particular Kirin Product, Kirin shall have the right to develop and
commercialize such Kirin Product in North America. Further, if Dendreon fails to
use Reasonable Efforts to develop and market the respective Licensed Kirin
Product in North America at any time commencing one hundred eighty (180) days
after Dendreon's exercise of the Dendreon Option, Kirin shall thereafter have
the right to develop and commercialize such Kirin Product in North America, upon
ninety (90) days notice from Kirin; provided, however, that if Dendreon
initiates Reasonable Efforts to develop and market such Licensed Kirin Product
in North America within the ninety (90) day notice period and continues
thereafter to use Reasonable Efforts to develop and market such Licensed Kirin
Product in the North America, then Kirin shall not obtain such rights unless and
until Dendreon does not continue using Reasonable Efforts. Kirin's right to
commercialize Kirin Products for which the Dendreon Option has expired shall be
subject to the following: If Dendreon has any ongoing or current research,
development or commercial project involving Dendritic Cell-based therapy for the
same tumor type as is the subject of treatment by such Kirin Product, and the
goal of such project is the creation of a Dendreon Product, and Dendreon has
previously identified such project to Kirin prior to Kirin's disclosure of such
Kirin Product to Dendreon, or has demonstrated the existence of such project to
Dendreon's reasonable satisfaction based on

17.

official laboratory notebook data entries created prior to such disclosure, then
Kirin agrees not to develop and market such Kirin Product in North America, nor
to grant to a Third Party a license to develop and market such Kirin Product in
North America, without obtaining Dendreon's prior written consent. For clarity,
the requirement that Dendreon use Reasonable Efforts in developing and
commercializing Licensed Kirin Products does not necessarily require that
Dendreon expend such efforts in every country in North America, so long as such
efforts are expended in each country where it is economically reasonable to do
so.

(d) Subject to the terms of this Agreement, Kirin hereby
grants Dendreon an option as provided in this Section 2.4(d):

(i) If Kirin develops any Kirin PA2024 Manufacturing
Improvements, Kirin shall provide prompt written notice of each such improvement
to Dendreon ("Option Notice"). Kirin hereby grants Dendreon an option to obtain
an exclusive royalty-free license (except for rights reserved by Kirin herein),
with the right to assign the license or to sublicense, to use such Kirin PA2024
Manufacturing Improvements for the manufacture of PA2024 outside the Kirin
Territory ("Dendreon PA2024 Option"). Kirin reserves the right to practice the
Kirin PA2024 Manufacturing Improvements to manufacture or have manufactured
PA2024 outside the Kirin Territory. Each Option Notice shall describe in
sufficient detail to enable Dendreon to evaluate: (a) the subject Kirin PA2024
Manufacturing Improvement and (b) any other previously unlicensed Kirin PA2024
Manufacturing Improvements necessary to practice the subject Kirin PA2024
Manufacturing Improvement; and Kirin shall provide its documented cost incurred
in developing such improvement ("Kirin's Cost"). Notwithstanding the foregoing,
from time to time, upon Dendreon's written request to Kirin, Kirin shall furnish
periodic progress reports (in their original language) on Kirin's manufacture of
PA2024.

18.

respect to any particular Kirin PA2024 Manufacturing Improvement shall not
prejudice its rights with respect to any other Kirin PA2024 Manufacturing
Improvement; and, in that regard, in the event Dendreon exercises a Dendreon
PA2024 Option with respect to a particular Kirin PA2024 Manufacturing
Improvement that incorporates one or more unlicensed Kirin PA2024 Manufacturing
Improvements (e.g., previous Kirin PA2024 Manufacturing Improvements for which
Dendreon did not exercise its option), then the exercise of the option shall
also incorporate the previously unlicensed Kirin PA2024 Manufacturing
Improvements (but no other improvements); provided that Dendreon's share of
Kirin's Cost for the previously unlicensed Kirin PA2024 Manufacturing
Improvements is paid as part of Dendreon's Option Fee as set forth in Section
5.9 below.

(iii) Upon the grant of the license (as the option is
exercised from time to time) and within a commercially reasonable time (not to
exceed ninety (90) days after Dendreon exercises the Dendreon PA2024 Option)
Kirin shall transfer to Dendreon the Kirin PA2024 Manufacturing Improvements
(including complete documentation in its original language). Kirin shall use
reasonable efforts to train and consult with Dendreon so that Dendreon can
evaluate and implement the Kirin PA2024 Manufacturing Improvements that may be
licensed hereunder.

(iv) The term of Dendreon's license under any Kirin
PA2024 Manufacturing Improvement(s) shall be until the later of (a) expiration
of this Agreement, or (b) until Dendreon has ceased all activity in connection
with such Kirin PA2024 Manufacturing Improvement(s), provided, however, that in
the event of an uncured material breach by Dendreon of this Agreement as
contemplated in Section 11.2 below that is not cured within the applicable cure
period set forth therein, the license(s) shall terminate as provided herein.

2.5 KIRIN'S OPTION TO LICENSE DENDREON PA2024 MANUFACTURING
TECHNOLOGY.

(a) Subject to the terms of this Agreement, Dendreon hereby
grants to Kirin an exclusive option (the "Kirin PA2024 Option") to obtain a
fully paid up, non-exclusive license, with the right to sublicense under
Dendreon PA2024 Manufacturing Technology to manufacture Dendreon Antigen PA2024
(which is a Dendreon Component) as provided in this Section 2.5. A

19.

statement of Dendreon PA2024 Manufacturing Technology is attached hereto in the
illustrative flow chart in Schedule 2.5 and made a part hereof. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Option is exercisable by Kirin at any time prior to the expiration or
termination of the Collaborative License Agreement. To exercise the Kirin PA2024
Option, Kirin shall give Dendreon notice of its election. The terms and
provisions under which Kirin shall manufacture PA2024 are set forth in Section
3.9(b) of the Manufacturing and Supply Agreement.

(b) Upon the grant of the license and within a commercially
reasonable time (not to exceed ninety (90) days after Kirin exercises the Kirin
PA2024 Option) Dendreon shall transfer to Kirin Dendreon PA2024 Manufacturing
Technology (including complete documentation in its original language) for
manufacturing PA2024 so licensed. Dendreon shall use reasonable efforts to train
and consult with Kirin so that Kirin can evaluate and implement Dendreon PA2024
Manufacturing Technology for manufacturing PA2024.

(c) The term of the license shall expire (unless sooner
terminated) on the later of (a) the expiration of this Agreement or (b) until
Kirin has ceased all activity in connection with PA2024 permitted under the
license. However, Kirin's license shall terminate: (a) upon a material breach by
Kirin under Section 11.2 of this Agreement that is not cured within the
applicable cure period thereunder or (b) upon Kirin terminating this Agreement
without cause under Section 11.5.

(d) At Kirin's request, Dendreon and Kirin shall discuss a
Kirin non-exclusive license of additional Dendreon PA2024 manufacturing
technology for the manufacture of PA2024 that achieves a greater Scale than the
Scale achieved under the Dendreon PA2024 Manufacturing Technology.

2.6 NOTICE OF DEVELOPMENT. Upon reasonable request by Dendreon,
Kirin will provide Dendreon with Information regarding the Kirin Products that
are in clinical trials prior to Phase II. Upon reasonable request by Kirin,
Dendreon will provide Kirin with Information regarding the Dendreon Products
that are in clinical trials prior to Phase II.

20.

2.7 TRADEMARK RIGHTS.

(a) License Grants.

(i) License to Dendreon. Subject to the limitations
set forth below, Kirin grants to Dendreon a non-exclusive, royalty-free license,
with the right to sublicense, to use any and all marks Kirin has adopted for use
with Kirin Products (the "Kirin Licensed Marks"), solely in connection with the
promotion and sale of Licensed Kirin Products in North America. Dendreon shall
not use Kirin Licensed Marks in connection with any other products or in any
other activities without prior written approval of Kirin.

(ii) License to Kirin. Subject to the limitations set
forth below, Dendreon grants to Kirin a non-exclusive, royalty-free license,
with the right to sublicense, to use any and all marks Dendreon has adopted for
use with the Dendreon Products (the "Dendreon Licensed Marks"), solely in
connection with the promotion and sale of Licensed Dendreon Products and Kirin
Products in the Kirin Territory. Kirin shall not use Dendreon Licensed Marks in
connection with any other products or activities without prior written approval
of Dendreon.

(b) Additional Marks. The Parties may wish to extend this
Agreement to cover additional marks, including without limitation any marks for
products resulting from the Collaboration Program, which either Party may
acquire and desire to license to the other Party. The Parties agree that in such
event, a letter from either Party to the other Party specifying such additional
marks shall be sufficient to extend the applicable license granted herein, and
all the terms and conditions thereof, to such additional marks for the permitted
purposes.

(c) Form of Use. Dendreon, its Affiliates and Sublicensees
shall use Kirin Licensed Marks only in the form(s) approved in writing by Kirin
and shall include where appropriate the designations (R) and (TM) and a
statement that Kirin Licensed Marks are the trademarks of Kirin Brewery Co., and
other proprietary notices as reasonably required by Kirin from time-to-time.
Similarly, Kirin, its Affiliates and Sublicensees shall use Dendreon Licensed
Marks only in the form(s) set forth on Exhibit D hereto or otherwise approved in
writing by Dendreon and shall include where appropriate the designations (R) and
(TM) and a statement that Dendreon Licensed Marks are the trademarks of Dendreon
Corporation, and other proprietary

21.

notices as reasonably required by Dendreon from time-to-time. The Parties agree
to comply with all applicable laws and regulations pertaining to the proper use
and designation of trademarks.

(d) Ownership of Licensed Marks.

(i) Ownership. Each Party acknowledges that it has
no interest in the other Party's Licensed Marks other than the license granted
under this Agreement and that each Party is, and will continue to be, the sole
and exclusive owner of all right, title and interest in its respective Licensed
Marks.

(ii) No Contest. Each Party agrees that it will not
contest, oppose or challenge the other Party's ownership of its Licensed Marks.
Each Party agrees that it will do nothing to impair the other Party's ownership
or rights in its Licensed Marks. In particular, neither Party will register or
attempt to register the other Party's Licensed Marks in any jurisdiction nor
oppose the other's registration of its Licensed Marks, alone or with other words
or designs, in any jurisdiction. If either Party uses, registers or applies to
register a licensed ▇▇▇▇ that violates its obligations under this section, such
Party agrees, at the other's request, to abandon the use of such ▇▇▇▇ and any
application or registration for such ▇▇▇▇.

(iii) Adverse Use. Each Party shall notify the other
Party of any adverse use by a Third Party of the other Party's Licensed Marks or
of a ▇▇▇▇ or name confusingly similar to the other's Licensed Marks and agrees
to take no action with respect thereto except with the other's prior written
authorization. The Party that owns any infringed Licensed Marks may thereupon
take such action as it in its sole discretion deems advisable for the protection
of its rights in and to its Licensed Marks, including allowing the licensed
Party to bring and prosecute a claim against such Third Party at the licensed
Party's expense. Each Party further agrees to provide full cooperation with any
legal or equitable action by the other Party to protect the other's rights,
title and interest in its Licensed Marks.

(e) Quality Control.

(i) Kirin's Obligations. The nature and quality of
all goods sold by Kirin, its Affiliates and Sublicensees in connection with
Dendreon Licensed Marks and all

22.

advertising and promotional uses and all other related uses of Dendreon Licensed
Marks by Kirin, its Affiliates and Sublicensees shall conform to Dendreon's
standards. Kirin further agrees to provide samples of advertising and other
promotional material bearing Dendreon Licensed Marks to Dendreon for approval at
least thirty (30) days before such materials are to be distributed, displayed or
otherwise used. Kirin, its Affiliates and Sublicensees will not distribute,
display or otherwise use such materials without Dendreon's prior written
approval, which approval shall not be unreasonably withheld.

(ii) Dendreon's Obligations. The nature and quality
of all goods sold by Dendreon, its Affiliates and Sublicensees in connection
with Dendreon's use of Kirin Licensed Marks and all advertising and promotional
uses and all other related uses of Kirin Licensed Marks by Dendreon, its
Affiliates and Sublicensees shall conform to Kirin's standards. Dendreon further
agrees to provide samples of advertising and other promotional material bearing
Kirin Licensed Marks to Kirin for approval at least thirty (30) days before such
materials are to be distributed, displayed or otherwise used. Dendreon, its
Affiliates and Sublicensees will not distribute, display or otherwise use such
materials without Kirin's prior written approval, which approval shall not be
unreasonably withheld.

(f) Confusingly Similar and/or Combination Marks.

(i) Kirin's Obligations. Kirin agrees that Kirin,
its Affiliates and Sublicensees will not adopt or use any other trademarks,
words, symbols, letters, designs or marks (i) in combination with Dendreon
Licensed Marks in a manner that would create combination marks or (ii) that
would be confusingly similar to Dendreon Licensed Marks, provided, however, that
Kirin, its Affiliates and Sublicensees may use Dendreon Licensed Marks with
other marks or names if such other marks or names are sufficiently separated
from Dendreon Licensed Marks and sufficiently distinctive to avoid the consumer
impression that such other marks or their owners are associated with Dendreon.

23.

combination marks or (ii) that would be confusingly similar to Kirin Licensed
Marks, provided, however, that Dendreon, its Affiliates and Sublicensees may use
Kirin Licensed Marks with other marks or names if such other marks or names are
sufficiently separated from Kirin Licensed Marks and sufficiently distinctive to
avoid the consumer impression that such other marks or their owners are
associated with Kirin.

ARTICLE 3:

MANAGEMENT

3.1 THE STEERING COMMITTEE. Dendreon and Kirin agree to form, as of
the Effective Date, a committee to facilitate the research and development of
Kirin Products and Dendreon Products ("the Steering Committee"). The Steering
Committee shall be comprised of four (4) individuals, two (2) being Dendreon
employees appointed and replaced by Dendreon at its discretion and two (2) being
Kirin employees appointed and replaced by Kirin at its discretion. The size and
composition of the Steering Committee may be by mutual agreement of the Parties.
The Parties shall form the Steering Committee within twenty (20) days after the
Effective Date. The Steering Committee shall have the following authority and
obligations:

(a) To encourage and facilitate the ongoing cooperation of
the Parties in conducting the research and development of Kirin Products and
Dendreon Products;

(b) To establish and implement specific plans for
accomplishing the tasks and goals of the Parties as set forth in the Agreement;

(c) To coordinate the communication, information exchange
and efforts of the Parties with respect to all matters under this Agreement; and

(d) To discuss and resolve, if possible, any issues or
disputes that arise under the Agreement.

3.2 STEERING COMMITTEE MEETINGS. The Steering Committee shall act at
meetings held regularly with all members present, according to the following:

24.

(a) The Steering Committee meetings shall take place at such
times and places as shall be determined by the Steering Committee but no less
frequently than once per six (6) months; it is expected that the meetings will
alternate between appropriate offices of each Party, or at such other convenient
locations as agreed;

(b) If requested by a Party, the Steering Committee may
conduct a particular meeting by telephone or video conference or other
acceptable electronic means, provided that all Steering Committee members attend
such meeting and can hear and communicate with all other members, and any
decisions made during such meeting are recorded in writing and confirmed by
signature of at least one of the Steering Committee members from each of the
Parties;

(c) A Party may bring a reasonable number of additional
representatives, in a non-voting capacity, to attend appropriate Steering
Committee meetings, provided that such attendance is helpful to the Steering
Committee carrying out its tasks and obligations;

(d) Prior to each meeting, the designated chair of the
Steering Committee (which may vary during the term) shall circulate an agenda
for the meeting, and the Steering Committee shall keep minutes reflecting
matters discussed and the actions taken at the meeting, a copy of which shall be
provided to each Party; and

(e) The Steering Committee may act on a specific issue or
matter without a meeting if the Steering Committee members all agree as to such
action and such agreement is set forth in a written consent signed by all the
members of the Steering Committee.

3.3 DECISION-MAKING AND ISSUE RESOLUTION. All decisions of or
actions taken by the Steering Committee shall be by unanimous approval of all
the members of the Steering Committee or such subcommittee, and voting on any
matters shall be reflected in the minutes of the meeting at which the vote was
taken. If the Steering Committee fails to reach unanimous agreement on an issue
or matter needing resolution, the matter shall be referred for good faith
discussion and resolution by the appropriate senior executive officer of each
Party.

3.4 RESEARCH EFFORTS AND EXPENSES. Each of the Parties will maintain
scientific staff, laboratories, offices and other facilities necessary to carry
out the tasks and obligations

25.

assigned to it pursuant to this Agreement. Each party shall use Reasonable
Efforts to conduct and complete such tasks and obligations. Kirin will bear all
of its own expenses incurred in connection with research and development of
Kirin Products and Licensed Dendreon Products by Kirin in the Kirin Territory or
in North America pursuant to Section 2.4(c). Dendreon shall bear all of its own
expenses incurred in connection with research and development of Dendreon
Products and Licensed Kirin Products by Dendreon in the Dendreon Territory or in
the Kirin Territory, pursuant to Section 2.3(c).

3.5 OTHER RESEARCH. Kirin acknowledges and agrees that nothing in
this Agreement shall prevent or otherwise hinder Dendreon from conducting, and
Dendreon shall retain full rights to conduct, its own independent research and
development work with respect to Dendreon Technology or any aspect thereof for
any use or purpose outside the Kirin Territory or any use or purpose outside the
Field in the Kirin Territory, and including conducting such research and
development work with or on behalf of Third Party partners.

3.6 DENDREON'S EXTRAORDINARY SUPPORT TO KIRIN. Dendreon shall
furnish Extraordinary Support to Kirin relating to Kirin's regulatory, clinical
and manufacturing activities pertaining to Dendreon Licensed Products APC8015
and APC8020. Dendreon shall furnish Extraordinary Support in accordance with the
following terms and conditions:

(a) The period during which Dendreon shall provide
Extraordinary Support shall expire on the earlier to occur of (1) the date on
which the Ministry shall have either granted or denied Regulatory Approval for
both APC8015 and APC8020 or granted Regulatory Approval for one of APC8015 and
APC8020 and denied Regulatory Approval for the other, or (2) December 31, 2004.

(b) Dendreon shall furnish such Extraordinary Support as
requested by Kirin from time to time. Kirin shall endeavor to make each of its
requests to Dendreon reasonable as to scope and duration. If Dendreon determines
in good faith from time to time that to provide particular Extraordinary Support
would be unduly burdensome and work a substantial hardship on Dendreon, then
Dendreon may decline to provide such Extraordinary Support (by notice to Kirin)
so long as Dendreon offers to provide alternative Extraordinary Support in a
manner and

26.

at a time reasonable under the circumstances. Non-limiting examples of
Extraordinary Support are attached hereto as Schedule 3.6.

(c) Dendreon and Kirin shall each assign one or more of
their respective employees to the duty of liaison between Kirin and Dendreon for
handling requests for Extraordinary Support from Kirin. Members of the Parties'
functional groups will communicate with each other in the normal and ordinary
course of their activities as functional group members.

(d) Kirin shall reimburse Dendreon for Dendreon's
out-of-pocket expenses relating to its Extraordinary Support, limited to
airfare, ground transportation, food and lodging and shipping expenses
incidental to providing such Extraordinary Support. From time to time, Dendreon
shall present invoices for reimbursable expenses to Kirin for payment (together
with such supporting information as Kirin may reasonably request). Kirin shall
pay Dendreon's invoices within sixty (60) days of receipt.

3.7 IMPROVEMENTS, UPGRADES AND CHANGES TO PRODUCTS AND COMPONENTS.
In the event that Dendreon plans to develop any improvement, upgrade or change
to a Dendreon Component or Dendreon Product or in the event that Kirin plans to
develop any improvement, upgrade or change to a Kirin Component or Kirin
Product, then the Party planning the improvement, upgrade or change shall give
notice of its plan to the other Party (which notice shall be given no later than
thirty (30) days after the plan is submitted to the planning Party's senior
management for development review and approval). The Parties shall then consult
about (a) the impact of the plan on Regulatory Approvals and applications
therefor, (b) Kirin's need for additional support from Dendreon to obtain new,
amended or supplementary Regulatory Approvals on account of the plan, (c) to the
extent the plan involves APC8015 and APC8020, Kirin's need for and right to
Extraordinary Support and (d) such other consequences of the plan as either
Party deems appropriate. In the event Dendreon plans to develop any improvement,
upgrade or change for the sole purpose of correcting the defective design of a
Dendreon Product, then Dendreon shall have no right to request financial support
from Kirin under Section 5.3 of the Manufacturing and Supply Agreement on
account of such improvement, upgrade or change.

27.

ARTICLE 4:

DEVELOPMENT AND MARKETING IN THE JOINT TERRITORY

4.1 COLLABORATIVE DEVELOPMENT AND MARKETING. The Parties agree
jointly to conduct clinical development of, and to commercialize in the Joint
Territory, all Kirin Products and any Collaboration Products (as such term is
defined in the Research and License Agreement) that result from the Research
Program. Such collaborative clinical development and marketing shall be
conducted pursuant to a Commercialization Agreement to be negotiated and agreed
to and signed by the Parties, which agreement shall be consistent with the
applicable provisions of the Kirin/Dendreon Term Sheet and with the summary
terms set forth below, and will contain in addition, such other reasonable and
typical terms as are consistent with similar agreements in the industry and the
following terms: Under the terms of such agreement, Dendreon and Kirin shall
share equally in all the costs of conducting clinical development of such Kirin
Products and Collaboration Products in the Joint Territory and shall share
equally the marketing profits from sales of such Kirin Products and
Collaboration Products in the Joint Territory, with "marketing profit"
understood to mean the total revenue derived from such sales less the actual
costs directly attributable to the manufacture, marketing and sale of such
products. The details of such joint clinical development and marketing
arrangement shall be set forth in a Commercialization Agreement consistent with
the foregoing.

ARTICLE 5:

FEES AND ROYALTIES

5.1 TECHNOLOGY TRANSFER FEE. Kirin shall pay Dendreon a
non-refundable technology transfer fee in the amount of eight million U.S.
dollars ($8,000,000), payable in accordance with the following schedule:

(a) Five million dollars ($5,000,000) in cash on December
10, 1998 (the "Effective Date"), receipt of which is hereby acknowledged.

(b) Three million dollars ($3,000,000) in cash within thirty
(30) days of the initiation of the first Phase II clinical study for the first
Kirin Product. For purposes of this

28.

Section, "initiation" means the date on which the first patient in such study
begins to receive therapy under the study.

The foregoing technology transfer fee payments are inclusive of such
withholding taxes as are finally ascertained to be due and payable by Kirin on
account of Dendreon and shall be made by wire transfer to an account designated
by Dendreon for such purpose.

5.2 ROYALTIES ON SALES OF KIRIN PRODUCTS.

(a) Subject to subsection (b) below, Kirin shall pay
Dendreon royalties on sales of Kirin Products by or on behalf of Kirin or its
Affiliates or Sublicensees in any country excluding the Joint Territory, as
follows:

(i) Kirin shall pay royalties equal to four percent
(4%) of the Net Revenue based on sales of Kirin Products in such countries by
Kirin and its Affiliates and Sublicensees (except as otherwise provided in
subclause (ii) below);

(ii) for so long as China or another country in the
Kirin Territory imposes an upper limit on royalties transferable outside of
China or such other country, Kirin shall pay royalties on the Net Revenue based
on sales of the Kirin Products sold in such countries equal to the greater of:
(A) fifty percent (50%) of any such upper limit; or (B) three percent (3%) of
such Net Revenue; provided that the royalty payable under this Section
5.2(a)(ii) shall not exceed four percent (4%) of such Net Revenue for any
particular royalty accounting period.

(b) For each particular Kirin Product, Kirin shall pay the
royalties specified above, on a country by country basis, until the later of the
expiration of ten (10) years from the first commercial launch of such Kirin
Product in such country or the last to expire of the Patents with claims
covering such Kirin Product or its manufacture or use in such country. The
foregoing royalty payments are inclusive of such withholding taxes as are
finally ascertained to be due and payable by Kirin on account of Dendreon, and
shall be made by wire transfer to an account designated by Dendreon for such
purpose.

29.

5.3 ROYALTIES ON SALES OF LICENSED DENDREON PRODUCTS.

(a) Subject to subsection (b) below, Kirin shall pay
Dendreon royalties on sales of Licensed Dendreon Products in the Kirin Territory
as follows:

(i) Kirin shall pay a royalty equal to eight percent
(8%) of the Net Revenue based on sales of Licensed Dendreon Products sold in the
Kirin Territory by Kirin or its Affiliates or Sublicensees (except as otherwise
provided in subclause (ii) below);

(ii) for so long as China or any other country in the
Kirin Territory imposes an upper limit on royalties transferable outside of
China or such other country, Kirin shall pay Dendreon a royalty based on the Net
Revenue for Licensed Dendreon Products sold in such countries equal to the
greater of: (A) fifty percent (50%) of any such upper limit; or (B) six percent
(6%) of such Net Revenue; provided that the royalty payable under this Section
5.3(a)( ii) shall not exceed eight percent (8%) of such Net Revenue for any
particular royalty accounting period.

(b) Kirin shall pay the royalties specified above, on a
country by country basis until the later of the expiration of ten (10) years
from the first commercial launch of the first Dendreon Product in such country
or the last to expire of the Patents with claims covering any Dendreon Product
in such country. The foregoing royalty payments are inclusive of such
withholding taxes as are finally ascertained to be due and payable by Kirin on
account of Dendreon, and shall be made by wire transfer to an account designated
by Dendreon for such purpose.

5.4 ROYALTIES ON DENDREON SALES OF LICENSED KIRIN PRODUCTS. Dendreon
shall pay Kirin a royalty equal to four percent (4%) of the Net Revenue based on
sales of Licensed Kirin Products sold by Dendreon, its Affiliates or any of its
Sublicensees in North America. With respect to each such Licensed Kirin Product,
Dendreon shall pay the royalties specified above on a country by country and
product by product basis until the later of the expiration of ten (10) years
from the first commercial launch of such Licensed Kirin Product in such country
or the last to expire of the Patents with claims covering such Licensed Kirin
Product in such country. The foregoing royalty payments are inclusive of such
withholding taxes as are finally ascertained to

30.

be due and payable by Dendreon on account of Kirin, and shall be made by wire
transfer to an account designated by Kirin for such purpose.

5.5 KIRIN MILESTONE PAYMENTS.

(a) KIRIN MILESTONE PAYMENTS. Kirin shall make to Dendreon
the following non-refundable milestone payments on a product by product basis
for each Licensed Dendreon Product for which Kirin has exercised the Kirin
Option:

Within thirty (30) days of the exercise of the $1,000,000 U.S. dollars
Kirin Option by Kirin

Within thirty (30) days of the commencement $2,000,000 U.S. dollars
by Kirin of Phase II clinical studies in
Japan

Within thirty (30) days of NDA (or equivalent) $2,000,000 U.S. dollars
approval in Japan

The foregoing milestone payments are inclusive of such withholding taxes as are
finally ascertained to be due and payable by Kirin on account of Dendreon and
shall be made by wire transfer to an account designated by Dendreon for such
purpose.

(b) COMMENCEMENT. As used in Section 5.5(a) and Section 5.6,
the term "commencement" means the date on which the first patient in the
clinical study who is to receive therapy actually begins to receive therapy,
that is, when the first apheresis is performed. Without limiting the generality
of the preceding sentence, the first $2 Million milestone payment for Kirin's
clinical study for APC8020 in Japan (which study is identified in Section
2.3(b)(ii)) is due when the first apheresis is performed on the first patient in
the clinical study who is to receive therapy, regardless of whether or not the
Ministry considers Kirin's clinical study a Phase II study.

(c) FULL PAYMENT. Once Kirin makes its first $2 Million
non-refundable milestone payment to Dendreon on account of Kirin's clinical
study for Dendreon Licensed Product APC8020 in Japan (which study is identified
in Section 2.3(b)(ii)), such payment will be considered full payment in
satisfaction of the Phase II milestone payment for such Licensed

31.

Dendreon Product required by Section 5.5(a) of the Agreement whether or not the
Ministry considers Kirin's clinical study a Phase II study.

5.6 DENDREON MILESTONE PAYMENTS. Dendreon shall make to Kirin the
following non-refundable milestone payments on a product by product basis for
each Licensed Kirin Product for which Dendreon has exercised the Dendreon
Option:

Within thirty (30) days of the exercise of the $1,000,000 U.S. dollars
Dendreon Option by Dendreon

Within thirty (30) days of the commencement $2,000,000 U.S. dollars
by Dendreon of Phase II clinical studies in the
United States

Within thirty (30) days of NDA (or $2,000,000 U.S. dollars
equivalent) approval in the United States

The foregoing payments are inclusive of such withholding taxes as are finally
ascertained to be due and payable by Dendreon on account of Kirin and shall be
made by wire transfer to an account designated by Kirin for such purpose.

5.7 PAYMENT OF ROYALTIES. Royalty obligations hereunder shall accrue
at the time of sale of the applicable Product, and all such royalties that have
accrued during a particular calendar quarter shall be paid quarterly within
sixty (60) days after the end of such calendar quarter. Such royalties shall be
calculated on the basis of Net Revenue in the local currency of each country,
and converted into U.S. Dollars and paid in U.S. Dollars on the basis of the
average currency exchange rate for the applicable calendar quarter quoted by the
Tokyo Mitsubishi Bank (or its successor) for currency exchanges in excess of one
million U.S. dollars ($1,000,000). Each royalty payment shall be accompanied by
a statement of such royalties showing the Net Revenue for the applicable
royalty-bearing Products, on a country by country and product by product basis.
If a Party receives a refund or rebate for taxes it paid on behalf of the other
Party, the Party receiving such refund or rebate shall promptly remit it to the
other Party.

32.

Cells activated or loaded with specific antigen, engineered antigen or antigen
gene, including without limitation a Kirin Antigen. Kirin shall not, and
covenants not to, sell Separation Devices, Reagents or Dendreon Antigens to
Third Parties except as permitted in this Agreement. The Parties agree to
discuss alternative marketing strategies for Kirin Products and Licensed
Dendreon Products when commercially reasonable to do so. At such time, the
Parties also shall agree on any needed adjustment to the royalty calculation
mechanism established for sales of such Kirin Products and Dendreon Products,
including appropriate amendments to the definitions of such terms under Article
1. For example, if the Parties agree that Kirin may sell devices and reagents
(including specific antigens) for use by a Third Party in isolating and
activating Dendritic Cells, then such definitions may be amended to include the
concept that a Dendreon Product or Kirin Product includes any set of products
that are developed by the applicable Party and are intended for use in preparing
a product meeting the criteria in subsection 1.9(a) or 1.25(a), as applicable,
or in performing a service as set forth in subsection 1.9(b) or 1.25(b), as
applicable. Any change to the current marketing strategy, and any adjustment to
the royalty calculation mechanism related thereto, must be set forth in writing
and signed by an authorized representative of each Party. Neither Party shall
have any obligation to make changes to the marketing strategy already
established in this Agreement.

5.9 DENDREON'S OPTION FEE TO KIRIN. Within thirty (30) days after
each exercise of the Dendreon PA2024 Option under Section 2.4(d) (for a license
of Kirin's PA2024 Manufacturing Improvements for the manufacture of Dendreon
Antigen PA2024), Dendreon shall pay Kirin an amount in U.S. Dollars equal to
ninety percent 90% of Kirin's Cost, but limited to the development cost of such
Kirin PA2024 Manufacturing Improvements and with a credit to Dendreon for
payments previously made under prior exercises of the option (if any). Prior to
the exercise of each Dendreon PA2024 Option, Dendreon may notify Kirin in
writing of Dendreon's good faith tentative intention to exercise the Dendreon
PA2024 Option, and request a statement from Kirin of the actual documented cost
to Kirin of developing the Kirin PA2024 Manufacturing Improvements for which a
license may be obtained. Upon Dendreon's written request from time to time,
Kirin shall permit an independent, certified public accounting firm of
nationally recognized standing selected by Dendreon, and reasonably acceptable
to Kirin, at Dendreon's expense, to have access during normal business hours,
and upon reasonable prior

33.

notice, to such of the records of Kirin as may be reasonably necessary to verify
the accuracy of Kirin's documented development costs. The accounting firm shall
disclose to Dendreon and Kirin only whether the documented costs are correct or
incorrect and the specific details concerning any discrepancies. No other
information shall be provided to Dendreon. If such accounting firm concludes
that Kirin overstated its development costs, Kirin shall reimburse Dendreon the
difference between what Dendreon paid and what was actually owed for the
Dendreon PA2024 Option price, with interest from the date originally due at the
prime rate, as published in the Wall Street Journal (Eastern U.S. Edition) on
the last business day preceding such due date, within thirty (30) days of the
date Dendreon delivers to Kirin such accounting firm's written report. If the
amount of the difference is greater than seven and one-half percent (7.5%) of
the total amount owed, then Kirin shall in addition reimburse Dendreon for all
costs related to such audit. If Kirin in good faith disputes the conclusion of
the accounting firm that Kirin overstated its development costs, or any specific
aspect of the conclusion, then Kirin shall inform Dendreon by written notice
within thirty (30) days of receiving a copy of the audit containing such
conclusion, specifying in detail the reasons for Kirin's disputing such
conclusion. The Parties shall promptly thereafter meet and negotiate in good
faith a resolution to such dispute. In the event that the Parties are unable to
resolve such dispute within sixty (60) days after such audited Party gave notice
of its dispute, the dispute shall be resolved under Section 13.7.

5.10 PAYMENT. Dendreon hereby acknowledges receipt of Ten Million
Dollars U.S. ($10,000,000.00) from Kirin in August 2001 as Kirin's payment
towards the costs of Dendreon Technology development for the scale up of PA2024.

ARTICLE 6:

EQUITY INVESTMENT BY KIRIN

6.1 FULL PERFORMANCE OF EQUITY INVESTMENT. The Parties acknowledge
and agree that Kirin fully performed its obligations to make an equity
investment under Article 6 of the Original License Agreement.

34.

ARTICLE 7:

CONFIDENTIALITY

7.1 CONFIDENTIALITY; EXCEPTIONS. Except to the extent expressly
authorized by this Agreement or otherwise agreed in writing, the Parties agree
that, for the term of this Agreement and for ten (10) years thereafter, the
receiving Party shall keep confidential and shall not publish or otherwise
disclose to a Third Party or use for any purpose other than as provided for in
this Agreement any Information and materials furnished to it by the other Party
pursuant to this Agreement (collectively, "Confidential Information"), except to
the extent that it can be established by the receiving Party by competent proof
that such Confidential Information:

(a) was already known to the receiving Party, other than
under an obligation of confidentiality, at the time of disclosure by the other
Party;

(b) was generally available to the public or otherwise part
of the public domain at the time of its disclosure to the receiving Party;

(c) became generally available to the public or otherwise
part of the public domain after its disclosure and other than through any act or
omission of the receiving Party in breach of this Agreement; or

(d) was disclosed to the receiving Party, other than under
an obligation of confidentiality, by a Third Party who had no obligation to the
disclosing Party not to disclose such information to others.

7.2 AUTHORIZED DISCLOSURE. Each Party may disclose the other's
Confidential Information to the extent such disclosure is reasonably necessary
in filing or prosecuting patent applications, prosecuting or defending
litigation, complying with applicable governmental regulations or conducting
preclinical or clinical trials, provided that if a Party is required by law or
regulation to make any such disclosure of the other Party's Confidential
Information it will except where impracticable for necessary disclosures, for
example in the event of medical emergency, give reasonable advance notice to the
other Party of such disclosure requirement and,

35.

except to the extent inappropriate in the case of patent applications, will use
its best efforts to secure confidential treatment of such Confidential
Information required to be disclosed.

7.3 SURVIVAL. This Article 7 shall survive the termination or
expiration of this Agreement for a period of ten (10) years.

ARTICLE 8:

INTELLECTUAL PROPERTY

8.1 OWNERSHIP. Each Party shall solely own Patents for any
inventions made solely by that Party's employees or consultants in the course of
performing any work under this Agreement. The law of inventorship of the United
States shall apply to any inventions whether made inside or outside the United
States by either of the Parties.

8.2 PROSECUTION AND MAINTENANCE OF PATENTS BY DENDREON; ABANDONMENT.
Dendreon shall have the responsibility to file, prosecute and maintain the
Dendreon Patents in the world and shall bear all expenses associated therewith.
All decisions regarding prosecution of the Dendreon Patents in the world will be
at Dendreon's sole discretion and responsibility. Dendreon agrees to keep Kirin
informed of the course of patent prosecution or other proceedings relating to
the Dendreon Patents in the Kirin Territory in the Field. In the event Dendreon
elects not to prosecute a Dendreon Patent application filed or to abandon an
issued Dendreon Patent in the Kirin Territory in the Field, Dendreon shall
notify Kirin not less than two (2) months before any relevant deadline, and
thereafter Kirin shall have the right to pursue, at its expense and sole
discretion, prosecution of such Dendreon Patent application or maintenance of
such issued Patent. In such event, Dendreon shall promptly assign its rights
therein to Kirin.

8.3 PROSECUTION AND MAINTENANCE OF PATENTS BY KIRIN; ABANDONMENT.
Kirin shall have the responsibility to file, prosecute and maintain the Kirin
Patents in the world and shall bear all expenses associated therewith. All
decisions regarding prosecution of the Kirin Patents in the world will be at
Kirin's sole discretion and responsibility. Kirin agrees to keep Dendreon
informed of the course of patent prosecution or other proceedings relating to
the Kirin Patents in North America in the Field. In the event Kirin elects not
to prosecute a Kirin Patent application

36.

filed, or to abandon an issued Kirin Patent in North America in the Field, Kirin
shall notify Dendreon not less than two (2) months before any relevant deadline,
and thereafter Dendreon shall have the right to pursue, at its expense and in
its sole discretion, prosecution of such Kirin Patent application or maintenance
of such issued Patent. In such event, Kirin shall promptly assign its rights
therein to Dendreon.

8.4 DEFENSE AND SETTLEMENT OF THIRD PARTY CLAIMS. If a
Third Party files a claim, suit or action against a Party claiming that a Patent
or other intellectual property right owned by such Third Party is infringed by
the development, use, marketing, distribution or sale of a Kirin Product or
Dendreon Product, and such claim, suit or action (a "Claim") arises out of such
Party's practice in the Field pursuant to this Agreement, the Party against whom
the Third Party has filed such Claim ("Defending Party") will have the right to
defend against any such Claim. The other Party will assist in the defense of any
such Claim as reasonably requested by the Defending Party and at the Defending
Party's expense and may retain separate counsel at its own expense. The
Defending Party shall not settle any such Claim without the prior express
written consent of the other Party, which consent shall not be unreasonably
withheld or delayed, if such settlement would impose on such other Party the
obligation to pay any damages or would adversely affect such Party's rights.

8.5 THIRD PARTY ROYALTIES. In the event that a Party is required to
obtain a license under a Third Party patent that covers or claims the
manufacture, use or sale of a Kirin Product or Dendreon Product in order to
practice a Dendreon Patent or Kirin Patent to sell a Kirin Product or Dendreon
Product as permitted under the licenses in Article 2, provided, that such Party
shall disclose the relevant portions of such license under such Third Party
patent to the other Party in English and, if any, the extent of any alleged
infringement, such Party shall be entitled to deduct fifty percent (50%) of any
royalties owing to such Third Party based on the sale of such Kirin Products or
Dendreon Products under such license from amounts owing to the other Party,
subject to a maximum royalty reduction of fifty percent (50%) of the amounts
that otherwise would be owed by such Party under Article 5 hereof.

37.

8.6 ENFORCEMENT OF PATENT RIGHTS

(a) If any Dendreon Patent or Kirin Patent in the Field is
infringed by a Third Party, the Party to this Agreement first having knowledge
of such infringement shall promptly notify the other in writing. The notice
shall set forth the facts of such infringement in reasonable detail.

(b) Dendreon shall have the right, but not the obligation to
institute, prosecute and control any action or proceeding with respect to
infringement of Dendreon Patents in the Dendreon Territory, Kirin Patents in
North America and patents abandoned by Kirin pursuant to Section 8.3.

(c) Kirin shall have the right, but not the obligation, to
institute, prosecute and control any action or proceeding with respect to
infringement of Dendreon Patents in the Kirin Territory, Kirin Patents in the
Kirin Territory and the rest of the world except North America and the Joint
Territory, and patents abandoned by Dendreon pursuant to Section 8.2.

(d) If a Party given the right to enforce a Kirin Patent or
Dendreon Patent pursuant to Section 8.6(b) or Section 8.6(c) fails to bring an
action or proceeding against a suspected infringer within a period of ninety
(90) days after having knowledge of such infringement in the Field, the other
Party shall have the right to bring and control an action against such infringer
by counsel of its own choice, and the non-enforcing Party shall have the right
to be represented in any such action by counsel of its own choice at its own
expense.

(e) The Party controlling an action involving any
infringement in the Field shall consider in good faith the interests of the
other Party in so doing, and shall not settle or consent to an adverse judgment
in any such action which would have a material adverse effect on the rights or
interests of the other Party without the prior express written consent of such
other Party. If one Party brings any such action or proceeding, the other Party
agrees to be joined as a Party plaintiff if necessary to prosecute the action
and to give the first Party reasonable assistance and authority to file and
prosecute the suit. In each case relating to infringement within the Field, each
Party shall bear the costs of its enforcement of the Patent rights discussed in
this section and retain for its own account any amounts received from Third
Parties; provided, however, that any

38.

such recovery shall be deemed Net Revenue of the infringed Product, subject to
the royalty provisions of Article 5.

(f) The Parties shall consult regarding the institution,
prosecution and control of any action or proceeding with respect to infringement
outside the Field of any of the Dendreon Patents or Kirin Patents. In the
absence of Agreement with respect to infringement outside the Field, the Party
owning the infringed Kirin Patent or Dendreon Patent may proceed in such manner
as the law permits.

ARTICLE 9:

REPRESENTATIONS AND WARRANTIES

9.1 REPRESENTATIONS AND WARRANTIES. Each of the Parties hereby
represents and warrants as follows:

(a) This Agreement is a legal and valid obligation binding
upon such Party and enforceable in accordance with its terms. The execution,
delivery and performance of the Agreement by such Party does not conflict with
any agreement, instrument or understanding, oral or written, to which it is a
Party or by which it is bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over it.

(b) Such Party has not, and during the term of the Agreement
will not, grant any right to any Third Party relating to its respective
technology in the Field licensed to the other Party hereunder which would
conflict with such rights granted to the other Party.

ARTICLE 10:
REPORTS, RECORDS AND SAMPLES

10.1 SHARING OF INFORMATION.

(a) GENERAL PROCEDURE. Commencing on the Effective Date and
continuing during the term of this Agreement, each Party will make available and
disclose to the other Party the Information Controlled by such Party that
reasonably relates to such other Party's activities under this Agreement in the
Field. In particular, Dendreon will disclose to Kirin on a regular

39.

basis the Dendreon Technology and provide reasonable assistance to Kirin (at
Kirin's request and expense) in transferring such Dendreon Technology for use in
developing Kirin Products and for use in commercializing the Licensed Dendreon
Products in the Kirin Territory. Similarly, Kirin will disclose to Dendreon on a
regular basis the Kirin Technology and provide reasonable assistance to Dendreon
(at Dendreon's request and expense) in transferring such Kirin Technology for
use in developing Dendreon Products and for use in commercializing the Licensed
Kirin Products in North America. In addition, both Parties will disclose to each
other any non-clinical and clinical regulatory information which relates to such
other Party's activities under this Agreement in the Field.

(b) INFORMATION ABOUT DENDREON'S CLINICAL TRIAL MANAGEMENT.
Without limiting the generality of Section 10.1 (a), commencing on August 3,
2001 and continuing during the term of this Agreement, Dendreon shall provide
Kirin with copies, in paper and electronic form (to the extent compiled in the
ordinary course of Dendreon's clinical trial management) all Information
Controlled by Dendreon pertinent to Dendreon's development and regulatory
activities for both APC8015 and APC8020 including raw data supporting conclusory
documents. By way of non-limiting example, if Dendreon prepares a clinical
report, Dendreon shall provide Kirin a copy of such report together with
supporting raw data within a commercially reasonable period of time after such
report is prepared. Dendreon's provision of Information under this Section
10.1(b) shall not be considered Extraordinary Support. However, Dendreon's
obligation to provide Information to Kirin under this Section 10.1(b) shall be
limited to the extent that Dendreon is prohibited from disclosing the
Information to Kirin under any law or regulation.

(c) INFORMATION IN SUPPORT OF KIRIN'S DEVELOPMENT AND
REGULATORY ACTIVITIES. The Parties recognize that obtaining Regulatory Approval
for Dendreon Licensed Products in the Kirin Territory is important. In the event
the Ministry or an equivalent governmental agency within the Kirin Territory
other than Japan makes a written request of Kirin to furnish Information
pertinent to Dendreon's development and regulatory activities for APC8015 or
APC8020 that is proprietary to a Third-Party and which Dendreon would otherwise
be required to provide under Section 10.1(b), upon request by Kirin then
Dendreon shall use its reasonable best efforts to negotiate for the right of
Kirin to have access to such Information for

40.

regulatory compliance purposes only, or alternatively, to have such Information
furnished directly to the Ministry or equivalent governmental agency. However,
Dendreon shall have no obligation under Sections 10.1(b) or 10.1(c) to furnish
the Information to Kirin or on behalf of Kirin to a governmental agency to the
extent that such Information is generated in an on-going process of research or
development (e.g., the scale-up of an antigen), it being the intention of the
Parties that such research and development Information is protected from
disclosure.

(d) EXCHANGE OF PLANNING INFORMATION ABOUT APC8015 AND
APC8020. Without limiting the generality of Subsection 10.1 (a), the Parties
will furnish each other with a summary of their respective plans relating to
APC8015 and APC8020 at the beginning of each calendar year for that year,
including for information purposes only, general budget information, clinical
goals and action plans. The Parties will provide each other with periodic
reports (that is, at least once every six (6) months) against those goals and
plans, including for information purposes only, an indication of whether
spending of budgeted plans is consistent with plans.

10.2 RECORDS OF NET REVENUE. Each Party will maintain complete and
accurate records of Net Revenue which are relevant to payments to be made under
this Agreement. Such records shall be open during reasonable business hours, for
a period of three (3) years from creation of individual records, for examination
at the other Party's expense, and not more often than once each year and upon
not less than thirty (30) days advance notice, by a certified public accountant
selected by the other Party and acceptable to the Party keeping the records for
the sole purpose of verifying for the inspecting Party the correctness of
calculations or payments made under this Agreement.

10.3 MATERIALS. The Parties intend to maintain an open and extensive
exchange of biological, chemical and other tangible materials during the course
of the Agreement. Information obtained by the other Party in the testing of such
materials will be promptly disclosed to the Party providing the sample, and all
such Information will be considered Information to be protected by both Parties
under the restrictions of Article 7.

10.4 PUBLICITY REVIEW. If either Party is required by law or
regulation to make a public disclosure or announcement concerning this Agreement
or the subject matter thereof, such

41.

Party shall give reasonable prior advance notice of the proposed text of such
disclosure or announcement to the other Party for its review and comment. The
terms of this Agreement may also be disclosed to Third Parties with the consent
of the other Party, which consent shall not be unreasonably withheld so long as
such disclosure is made under a binder of confidentiality.

10.5 PUBLICATIONS. Each Party agrees that it shall not publish or
present the results of studies carried out pursuant to this Agreement without
the opportunity for prior review by the other Party. Each Party shall provide to
the other the opportunity to review any proposed abstracts, manuscripts or
presentations (including information to be presented verbally) which relate to
the Field at least thirty (30) days prior to their intended submission for
publication and such submitting Party agrees, upon written request from the
other Party, not to submit such abstract or manuscript for publication or to
make such presentation until the other Party is given a reasonable period of
time to secure patent protection for any material in such publication or
presentation which it believes is patentable.

10.6 ADVERSE EVENT REPORTING. In the event that either Party, its
Affiliates or Sublicensees obtains, directly or indirectly, information and data
on the side effects or toxicity of a Product during the development, marketing
and distribution of any of the Products hereunder, such Party shall disclose, as
soon as reasonably practicable, such information and data to the other Party.
Either Party, its Affiliates and Sublicensees shall notify the other Party as
soon as reasonably practicable of any complaints or reports of adverse events
associated with the Products which are serious, new or unexpected events, or
events with increased frequency. All other adverse events associated with
Products shall be reported by either Party to the other Party in summary format
at least quarterly. At the request of either Party, the other Party shall
cooperate in the investigation and respond to any Product complaints which may
relate to the role of the informed Party in the development or manufacture of
the Products. Each Party shall be responsible for all reporting of adverse
events to regulatory authorities in its respective territory.

42.

ARTICLE 11:

TERM AND TERMINATION

11.1 TERM. This Agreement shall commence on the Effective Date and,
unless sooner terminated as provided herein, shall continue in effect until the
expiration of all of the payment obligations of Kirin and Dendreon under the
Agreement.

11.2 TERMINATION FOR BREACH. If either Party materially breaches this
Agreement at any time, which breach is not cured within thirty (30) days of
written notice thereof if such breach is caused by the failure of a Party to
meet its financial obligations under this Agreement, or within ninety (90) days
of written notice thereof for any other material breach of this Agreement, from
the non-breaching Party specifying in detail the nature of the breach, the
breaching Party's licenses granted in this Agreement shall terminate and the
non-breaching Party shall have the exclusive, royalty-free right under the
breaching Party's Technology, Patents and Licensed Marks to make, have made, use
and sell Products it already had developed or sold, in those countries in which
it already had developed or sold such Products. The breaching Party will assist
the non-breaching Party in every proper way to effect the license granted above.
The breaching Party shall further deliver to the non-breaching Party such
relevant tangible materials embodying such Technology, Patents and Licensed
Marks as may be necessary or useful to the exercise of the non-breaching Party
of the license hereunder.

11.3 SURVIVING RIGHTS. The obligations and rights of the Parties
under Articles 7, 8 and 12, and Sections 2.4(d), 2.7(c)-(f), 3.6(a), 10.4, 10.5,
13.6 and 13.7 of this Agreement will survive termination.

11.4 NON-EXCLUSIVE LICENSES AFTER EXPIRATION. Upon the expiration of
the Agreement under Section 11.1, Kirin shall retain a non-exclusive,
royalty-free license to use the Dendreon Technology and Dendreon Licensed Marks
to make, have made, use offer for sale and sell in the Kirin Territory the Kirin
Products and Licensed Dendreon Products that Kirin was selling as of the date of
such expiration, and Dendreon shall retain a non-exclusive, royalty-free license
to use the Kirin Technology and Kirin Licensed Marks to make, have made, use,
offer for sale and sell

43.

in North America the Dendreon Products and Licensed Kirin Products that Dendreon
was selling as of the date of such expiration.

11.5 TERMINATION WITHOUT CAUSE. On or after January 1, 2002, Kirin
may terminate this Agreement without cause upon ninety (90) days prior written
notice to Dendreon. At such time, all licenses granted to Kirin under this
Agreement shall terminate, and Kirin shall covenant not to use any Information
or materials of any kind related to, made or derived from the Dendreon
Technology or Dendreon Licensed Marks after such termination. Kirin also shall
return to Dendreon all Information and materials of any kind related to, made or
derived from the Dendreon Technology or Dendreon Licensed Marks upon such
termination. Kirin's licenses to Dendreon under this Agreement shall survive any
such termination. Dendreon's royalty obligations to Kirin shall survive any such
termination and shall terminate as provided in Article 5.

ARTICLE 12:

INDEMNIFICATION

12.1 INDEMNIFICATION IN KIRIN TERRITORY. Kirin shall indemnify,
defend and hold Dendreon harmless from and against any and all liability,
damage, loss, cost (including reasonable attorneys' fees) and expense resulting
from any infringement, claim of bodily injury or property damage (a) relating to
the development, manufacture, use, distribution or sale of any Product by Kirin,
its Affiliates, Sublicensees, employees or agents or (b) due to the negligence
or willful misconduct of Kirin or its Affiliates, Sublicensees, employees or
agents.

12.2 INDEMNIFICATION IN THE DENDREON TERRITORY. Dendreon shall
indemnify and hold Kirin harmless from and against any and all liability,
damage, loss, cost (including reasonable attorneys' fees) and expense resulting
from any infringement, claim of bodily injury or property damage (a) relating to
the development, manufacture, use, distribution or sale of any Product by
Dendreon, its Affiliates, Sublicensees, employees or agents or (b) due to the
negligence or willful misconduct of Dendreon or its Affiliates, Sublicensees,
employees or agents.

44.

ARTICLE 13:

MISCELLANEOUS

13.1 ASSIGNMENT. Neither Party shall assign any of its rights and
obligations hereunder except (i) as incident to the merger, consolidation,
reorganization or acquisition of stock affecting actual voting control or of
substantially all of the assets of the assigning Party or (ii) to an Affiliate;
provided, however, that in no event shall either Party's rights and obligations
hereunder be assigned without prior written notice to the other Party. In any
case, neither Party may make an assignment of its assets which renders it unable
to perform its material obligations hereunder. This Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their permitted
successors and assigns.

13.2 RETAINED RIGHTS. Nothing in this Agreement shall limit in any
respect the right of either Party to conduct research and development with
respect to, and market products outside of, the Field using such Party's
Technology, but no license to use the other Party's technology to do so is
granted herein expressly or by implication.

13.3 FORCE MAJEURE. Neither Party shall lose any rights hereunder or
be liable to the other Party for damages or losses on account of failure of
performance by the defaulting Party if the failure is occasioned by government
action, war, fire, explosion, flood, strike, lockout, embargo, act of God, or
any other similar cause beyond the control of the defaulting Party, provided
that the Party claiming force majeure has exerted all reasonable efforts to
avoid or remedy such force majeure; provided, however, in no event shall a Party
be required to settle any labor dispute or disturbance.

13.4 FURTHER ACTIONS. Each Party agrees to execute, acknowledge and
deliver such further instruments, and to do all such other acts, as may be
necessary or appropriate in order to carry out the purposes and intent of this
Agreement.

13.5 NO TRADEMARK RIGHTS. Except as otherwise provided herein, no
right, express or implied, is granted by the Agreement to use in any manner the
name "Dendreon" or "Kirin" or

45.

any other trade name or trademark of the other Party in connection with the
performance of the Agreement.

13.6 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by facsimile
transmission (receipt verified), telexed, mailed by registered or certified mail
(return receipt requested), postage prepaid, or sent by express courier service,
to the Parties at the following addresses (or at such other address for a Party
as shall be specified by like notice; provided, that notices of a change of
address shall be effective only upon receipt thereof):

If to Dendreon, addressed to:

Dendreon Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: General Counsel
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇

With a copy to:

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ P.L.L.C.
One Union Square
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇

46.

If to Kirin, addressed to:

Kirin Brewery Co., Ltd.
▇▇-▇, ▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇

Attention: General Manager
Planning Department
Pharmaceutical Division
Telephone: (▇▇)▇▇▇▇-▇▇▇▇
Facsimile: (▇▇)▇▇▇▇-▇▇▇▇

With a copy to:

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇

13.7 DISPUTE RESOLUTION. If any dispute, controversy or claim arises
out of or in connection with this Agreement, the Parties shall use reasonable
efforts to settle it by friendly negotiation within sixty (60) days of notice
from one Party to the other of such dispute, controversy or claim, before
pursuing any other remedies available to them. If either Party fails or refuses
to participate in such negotiations, or if, in any event, the dispute,
controversy or claim is not resolved to the satisfaction of both Parties within
the sixty (60) day period, any such dispute, controversy or claim shall be
settled by arbitration. Any such arbitration shall be conducted in accordance
with the Japan-American Trade Arbitration Agreement of September 16, 1952. The
Parties agree that any such arbitration shall be conducted in the English
language in a location within the United States selected by the Party that did
not initiate such arbitration, and the Agreement shall be governed by and
construed in accordance with the laws of the State of California and the United
States of America. The arbitrators shall include one independent, un-affiliated
nominee selected by each Party and a third neutral arbitrator selected by such
nominees. The Parties agree that any arbitration panel shall include members
knowledgeable as to the evaluation of biopharmaceutical technology. Judgment
upon the award rendered may be

47.

entered in the highest state or federal court or forum, state or federal, having
jurisdiction; provided, however, that the provisions of this Section 13.7 shall
not apply to any dispute or controversy as to which any treaty or law prohibits
such arbitration. The prevailing Party shall be entitled to reasonable
attorney's fees and costs to be fixed by the arbitrators.

13.8 WAIVER. Except as specifically provided for herein, the waiver
from time to time by either of the Parties of any of their rights or their
failure to exercise any remedy shall not operate or be construed as a continuing
waiver of same or of any other of such Party's rights or remedies provided in
this Agreement.

13.9 SEVERABILITY. If any term, covenant or condition of this
Agreement or the application thereof to any Party or circumstance shall, to any
extent, be held to be invalid or unenforceable, then the remainder of this
Agreement, or the application of such term, covenant or condition to Parties or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.

13.10 AMBIGUITIES. Ambiguities, if any, in this Agreement shall not be
construed against any Party, irrespective of which Party may be deemed to have
authored the ambiguous provision.

13.11 ENTIRE AGREEMENT. This Agreement and any agreements referenced
herein set forth all the covenants, promises, agreements, warranties,
representations, conditions and understandings between the Parties hereto with
regard to the subject matter discussed herein and supersedes and terminates all
prior agreements and understanding between the Parties with regard to the
subject matter discussed herein. Specifically, this Agreement supercedes and
terminates the Original License Agreement and the Memorandum. There are no
covenants, promises, agreements, warranties, representations conditions or
understandings, either oral or written, between the Parties with regard to the
subject matter discussed herein other than as set forth in this Collaborative
License Agreement or any agreements referenced herein. For clarity, a redlined
version of this Agreement, showing the changes made to the Original License
Agreement, is attached hereto as Exhibit E. No subsequent alteration, amendment,
change or

48.

addition to this Agreement shall be binding upon the Parties hereto unless
reduced to writing and signed by the respective authorized officers of the
Parties.

13.12 HEADINGS. The Section and Paragraph headings contained herein
are for the purposes of convenience only and are not intended to define or limit
the contents of the Section or Paragraphs to which they apply.

13.13 UNDEFINED TERMS. Terms that are capitalized but undefined in
this Collaborative License Agreement shall be defined as set forth in any other
of the Parties' Agreements (and in amendments to the foregoing agreements).
Terms that are capitalized but undefined in any amendment to this Collaborative
License Agreement shall be defined as set forth in this Collaborative License
Agreement and in any other of the Parties' Agreements (and in amendments to the
foregoing agreements). However, if there is a conflict or inconsistency between
the definition of a capitalized term appearing in this Collaborative License
Agreement or in any amendments hereto, on the one hand, and a definition of the
same capitalized term appearing in any other of the Parties' Agreements and
amendments thereto, on the other, then the definition of the capitalized term
set forth in this Collaborative License Agreement and in the amendment hereto
shall control.

IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate
originals by their proper officers as of the date and year first above written.

DENDREON CORPORATION KIRIN BREWERY CO., LTD.

By: /s/ILLEGIBLE By: /s/ILLEGIBLE
------------------------------ ------------------------------

Title: 6 August '02 Title: President, Pharmaceutical Division
-------------------------- -----------------------------------

49.

EXHIBIT A

DENDREON KNOW-HOW

Dendreon "Know-How" would also relate to information (clinical protocols, Batch
Record, SOP's, Release Specifications, minutes from meetings, and other Dendreon
documents) that was discussed and memorialized at previous Kirin-Dendreon
Meetings. Dendreon "Know-How" would include information such as the following:

(1) Clinical protocols, such as IND 6933 and the Amendment to IND 6933, which
describe the clinical protocol and manufacturing facility at the Mayo Clinic.

(2) Batch Records, such as #5022.01 for manufacture of APC 8015 using the
DACS-300 SC devices.

(3) Standard Operating Procedures related to the Batch Record, such as #1075.01,
#1095.02, #1111.01, #1142.02, #1170.02, #1175.00, #1182.01, #1187.02, #1203.00,
#1204.00, #1205.00 and 1206.02.

(4) Quality Control Testing SOP's related to the Batch Record, such as #1168.00,
#1169.00, #1170.02, #1171.00, #1172.00, #1173.00, #1174.00.

(5) Dendreon PA2024 antigen compilation which includes Release Specifications
for PA2024 (#3104.00); an example of a Certificate of Analysis and label for lot
96-02; and Standard Operating Procedures 1181.00, 1146.00, 1164.00, 1162.00, and
1115.00.

(6) Documents entitled "Dendreon/Kirin Cell Processing Center" (M.V. Peshwa
Draft 9/15/98) which describes a plan to establish a cell processing center at
NCCH.

(7) Document entitled "Dendritic Cell Clinical Trials Update" October 1, 1998 by
▇.▇. ▇▇▇▇▇▇.

EXHIBIT B

DENDREON PATENTS

STATUS OF PATENTS/APPLICATIONS LICENSED FROM DENDREON TO KIRIN

-----------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION /PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
-----------------------------------------------------------------------------------------------------------------------------

Methods for Enriching CD 34+ U.S. U.S. Patent No. 5,474,687 7636-0001 Issued 12/12/95.
Human Hematopoietic Progenitor
Cells
-----------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and U.S. U.S. Patent No. 5,663,051 7636-0001.30 Issued 9/2/97.
Method
-----------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and Canada Canadian Patent No. 2198607 7636-0001.40 Issued 4/18/00.
Method
-----------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and Japan Japanese Patent Application No. 7636-0001.42 Pending.
Method 8-508985 August 31, 1995 1004
-----------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and Australia Australian Patent No. 700743 7636-0001.43 Issued 4/29/99.
Method
-----------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and Europe European Patent No. 778944 7636-0001.45 Issued 11/3/99.
Method
-----------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and New New Zealand Patent No. 292756 7636-0001.50 Issued 2/11/1999.
Method Zealand
-----------------------------------------------------------------------------------------------------------------------------
Reagent for Cell Separation U.S. U.S. Patent No. 4,927,749 7636-0002 Issued 5/22/1990.
-----------------------------------------------------------------------------------------------------------------------------
Reagent for Cell Separation Canada Canadian Patent No. 1338492 7636-0002.40 Issued 7/30/1996.
-----------------------------------------------------------------------------------------------------------------------------
Reagent for Cell Separation Japan Japanese Patent ▇▇▇▇▇▇▇ 7636-0002.42 Issued 4/18/1997.
1102
-----------------------------------------------------------------------------------------------------------------------------
Cell Separation Process U.S. U.S. Patent No. 4,927,750 7636-0003 Issued 5/22/1990.
-----------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System U.S. U.S. Patent No. 5,577,513 7636-0004 Issued 11/26/1996.
and Method
-----------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System Australia Australian Patent No. 680383 7636-0004.43 Issued 11/13/1997.
and Method
-----------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION /PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
------------------------------------------------------------------------------------------------------------------------------------

Centrifugation Syringe, System Europe European Patent No. 07787954 7636-0004.45 Issued 7/15/1998.
and Method
------------------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System Canada Canadian Patent No. 292754 7636-0004.40 Issued 10/17/2000.
and Method
------------------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System Japan Japanese Application No. ▇▇▇▇▇▇▇ 7636-0004.42 Pending.
and Method
------------------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System New Patent No. 292754 7636-0004.50 Issued on 5/12/1999.
and Method Zealand
------------------------------------------------------------------------------------------------------------------------------------
Methods for Enriching Fetal U.S. U.S. Patent No. 5,646,004 7636-0005 Issued on 7/8/1997.
Cells from Maternal Body
Fluids
------------------------------------------------------------------------------------------------------------------------------------
Methods for Enriching Specific U.S. U.S. Patent No. 5,840,502 7636-0006 Issued on 11/24/98.
Cell-Types by Density Gradient
Centrifugation
------------------------------------------------------------------------------------------------------------------------------------
Methods for Enriching Breast U.S. U.S. Patent No. 5,648,223 7636-0007 Issued 7/15/97.
Tumor Cells
------------------------------------------------------------------------------------------------------------------------------------
Method for In Vitro Canada Canadian Application No. 2226490 7636-0008.40 Pending.
Proliferation of Dendritic
Cells, Composition Containing
the Cells Entrapped in a Three
Dimensional Matrix and Use for
Immunization
------------------------------------------------------------------------------------------------------------------------------------
Methods for In vitro Japan Japanese Patent Application No. 7636-0008.42 The deadline to request
Proliferation of Dendritic 9-506009 1703 examination is
Cells July 12, 1996 July 12, 2003.
------------------------------------------------------------------------------------------------------------------------------------
Method for In Vitro Proliferation Australia Australian Patent No. 701943 7636-0008.43 Issued 5/27/99.
of Dendritic Cells, Composition
Containing the Cells Entrapped
in a Three Dimensional Matrix
and Use for Immunization
------------------------------------------------------------------------------------------------------------------------------------
Method for In Vitro Proliferation Europe Application No. 96923765.0 7636-0008.45 Pending.
of Dendritic Cells, Composition
Containing the
------------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION /PATENT ▇▇▇▇▇▇▇ REFERENCE
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
-------------------------------------------------------------------------------------------------------------

Cells Entrapped in a Three
Dimensional Matrix and Use for
Immunization
-------------------------------------------------------------------------------------------------------------
Potent Antigen Presenting Cell U.S. U.S. Patent No. 6,121,044 ▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ and Composition
-------------------------------------------------------------------------------------------------------------
Cell Separation Composition U.S. U.S. Patent No. 5,789,148 7636-0009
-------------------------------------------------------------------------------------------------------------
Cell Separation Composition, PCT PCT Application No. 96/19713 7636-0009.41
Kit and Method
-------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Canada Canadian Application No. 7636-0009.40
Kit and Method 2239729
-------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Japan Japanese Patent Application No. 7636-0009.42
Kit and Method 9-522180 1803
December 11, 1996
-------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Hong 96944310.0 7636-0009.79
Kit and Method Kong December 11, 1996 1805.19
-------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Australia Australian Patent No. 707878 7636-0009.43
Kit and Method
-------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Europe European Application No. 7636-0009.45
Kit and Method 96944310.0
-------------------------------------------------------------------------------------------------------------
Immunostimulatory U.S. U.S. Patent No. 6,080,409 7636-0010
Composition and Method
-------------------------------------------------------------------------------------------------------------
Immunostimulatory U.S. U.S. Patent Application No. 7636-0010.20
Composition and Method 08/823,008
-------------------------------------------------------------------------------------------------------------
Immunostimulatory PCT PCT Application No. 96/20241 7636-0010.41
Composition and Method
-------------------------------------------------------------------------------------------------------------
Immunostimulatory Canada Canadian Application No. 7636-0010.40
Composition and Method 2241373
-------------------------------------------------------------------------------------------------------------
Immunostimulatory Japan Japanese Patent Application No 7636-0010.42
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------
TITLE STATUS
-------------------------------------------------------------------------

Cells Entrapped in a Three
Dimensional Matrix and Use for
Immunization
-------------------------------------------------------------------------
Potent Antigen Presenting Cell Issued 9/19/2000.
Method and Composition
-------------------------------------------------------------------------
Cell Separation Composition Issued 8/4/1998.
-------------------------------------------------------------------------
Cell Separation Composition, National stage entered in Canada,
Kit and Method Japan, Australia, Europe and Hong
Kong.
-------------------------------------------------------------------------
Cell Separation Composition, Pending.
Kit and Method
-------------------------------------------------------------------------
Cell Separation Composition, The application has been laid open
Kit and Method on March 14, 2000 as Japanese
National Phase PCT Laid-open
Publication No. 2000-502892.
Request for examination is due by
December 11, 2003.
-------------------------------------------------------------------------
Cell Separation Composition, Request to Record published on
Kit and Method September 1, 2000. The Publication
Number is 1023083A.
-------------------------------------------------------------------------
Cell Separation Composition, Issued 11/4/1999.
Kit and Method
-------------------------------------------------------------------------
Cell Separation Composition, Pending.
Kit and Method
-------------------------------------------------------------------------
Immunostimulatory Issued 6/27/2000.
Composition and Method
-------------------------------------------------------------------------
Immunostimulatory Abandoned.
Composition and Method
-------------------------------------------------------------------------
Immunostimulatory Nationals entered in Canada, Japan,
Composition and Method Australia, Europe and New Zealand.
-------------------------------------------------------------------------
Immunostimulatory Pending.
Composition and Method
-------------------------------------------------------------------------
Immunostimulatory Application was published on
-------------------------------------------------------------------------

Composition and Method 9-524418 1905 March 7, 2000.
December 23, 2996 The deadline to request
examination is December 23, 2003.
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory Australia Australian Patent No. 716783 7636-0010.43 Issued 6/22/00.
Composition and Method
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory Europe European Application No. 7636-0010.45 Published.
Composition and Method 96944879.4 Pending.
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory New New Zealand Patent No. 326092 7636-0010.50 Issued 3/9/2000.
Composition and Method Zealand
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory New New Zealand Application No. 7636-001 0.50D Pending.
Composition and Method Zealand 500665
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene U.S. U.S. Patent No. 5,998,599 7636-0011.30 Issued 12/7/99.
Compositions
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene PCT PCT Application No. 97/11341 7636-0011.41 Nationals entered in Canada,
Compositions Japan, Australia, Europe and New
Zealand..
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene Canada Canadian Application No. 7636-0011.40 Pending.
Compositions and Methods 2259337
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene Japan Japanese Application No. 7636-0011.42 Pending.
Compositions and Methods 10-504370
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene Australia Australian Patent No. 720324 7636-0011.43 Issued 9/7/2000.
Compositions and Methods
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene Europe European Application No. 7636-0011.45 Pending.
Compositions and Methods 97931484.6
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene New New Zealand Patent No. 333563 7636-0011.50 Issued 7/28/2000.
Compositions and Methods Zealand
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene U.S. U.S. Patent Application No. 7636-0012 Abandoned.
Compositions and Methods 08/800,687
------------------------------------------------------------------------------------------------------------------------------------
Cell Washing Device and PCT PCT Application No. 96/02661 7636-0012.41 Nationals entered in Canada,
Method Japan, Hong Kong, Australia,
Europe, and New Zealand.
------------------------------------------------------------------------------------------------------------------------------------
Cell Washing Device and Canada Canadian Application No. 7636-0012.40 Pending.
Method 2280129
------------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION /PATENT ▇▇▇▇▇▇▇ REFERENCE
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
-----------------------------------------------------------------------------------------------------------------

Cell Washing Device and Japan Japanese Patent Application No. 7636-0012.42
Method 10-535874 2103
February 13, 1998
-----------------------------------------------------------------------------------------------------------------
Cell Washing Device and Hong 00102655.2 7636-0012.79
Method Kong February 13, 1998 2106

-----------------------------------------------------------------------------------------------------------------
Cell Washing Device and Australia Australian Patent No. 741086 7636-0012.43
Method
-----------------------------------------------------------------------------------------------------------------
Cell Washing Device and Europe European Application No. 7636-0012.45
Method 98906333.4
-----------------------------------------------------------------------------------------------------------------
Cell Washing Device and New New Zealand Patent No. 337472 7636-0012.50
Method Zealand
-----------------------------------------------------------------------------------------------------------------
Composition and Method for U.S. U.S. Application No. 09/402,845, 7636-0013.10
Producing an Immune Response filed 4/10/1998 (based on U.S.
Against Tumor-Related Antigens Provisional Application No.
60/043,301)
-----------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells U.S. U.S. Patent No. 5,985,656 7636-0114 (note corrected
reference number)
-----------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells PCT PCT Application No. 7636-0014.41
PCT/US92/09628
-----------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells Canada Canadian Application No. 2124858 7636-0114.40
-----------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells Japan Japanese Application No. ▇▇▇▇▇▇▇ 7636-0114.42
-----------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells Australia Australian Patent No. 665042 7636-0114.43
-----------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells Europe European Patent No. 0667904 7636-0114.45
-----------------------------------------------------------------------------------------------------------------
Process of Making Silanized U.S. U.S. Patent No. 6,015,843 7636-0014
Colloidal Silica*
-----------------------------------------------------------------------------------------------------------------
Prostate Tumor Polynucleotide U.S. U.S. Patent No. 6,194,152 7636-0015.30
and Antigen Compositions
-----------------------------------------------------------------------------------------------------------------
Prostate Tumor Polynucleotide PCT PCT Application No. PCT 7636-0015.41
and Antigen Compositions 98/17058

-----------------------------------------------------------------------------------------------------------------
Prostate Tumor Canada Canadian Application No. 7636-0015.40
Polynucleotide and Antigen 2300364
-----------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------
TITLE STATUS
---------------------------------------------------------------------------

Cell Washing Device and Request for Examination is due
Method February 13, 2005.
---------------------------------------------------------------------------
Cell Washing Device and Application and accompanying papers
Method has been submitted to record
application in Hong Kong.
---------------------------------------------------------------------------
Cell Washing Device and Issued 3/7/2002.
Method
---------------------------------------------------------------------------
Cell Washing Device and Pending.
Method
---------------------------------------------------------------------------
Cell Washing Device and Issued 8/9/2001.
Method
---------------------------------------------------------------------------
Composition and Method for Pending.
Producing an Immune Response
Against Tumor-Related Antigens
---------------------------------------------------------------------------
Suppressor and Progenitor Cells Issued 11/16/1999.
---------------------------------------------------------------------------
Suppressor and Progenitor Cells National phase entered in Canada,
Japan, Australia and Europe.
---------------------------------------------------------------------------
Suppressor and Progenitor Cells Pending.
---------------------------------------------------------------------------
Suppressor and Progenitor Cells Pending.
---------------------------------------------------------------------------
Suppressor and Progenitor Cells Granted 4/2/1996.
---------------------------------------------------------------------------
Suppressor and Progenitor Cells Granted 2/20/2002.
---------------------------------------------------------------------------
Process of Making Silanized Issued 1/18/2000.
Colloidal Silica*
---------------------------------------------------------------------------
Prostate Tumor Polynucleotide Issued 2/27/2001.
and Antigen Compositions
---------------------------------------------------------------------------
Prostate Tumor Polynucleotide Nationals entered in Canada, Japan,
and Antigen Compositions Australia, Europe, New Zealand and
Hong Kong..
---------------------------------------------------------------------------
Prostate Tumor Pending.
Polynucleotide and Antigen
---------------------------------------------------------------------------

Compositions
-----------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Polynucleotide Japan Japanese Application No. 509830 7636-0015.42 Pending.
and Antigen Compositions
-----------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Polynucleotide Australia Australian Application No. 7636-0015.43 Pending.
and Antigen Compositions 9021898
-----------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Polynucleotide Europe European Application No. 7636-0015.45 Pending.
and Antigen Compositions 98942089
-----------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Polynucleotide New New Zealand Application No. 7636-0015.50 Pending.
and Antigen Compositions Zealand 503404
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Application No. 7636-0015.79 Published.
and Antigen Compositions Kong 107762.1
-----------------------------------------------------------------------------------------------------------------------------
Method for Preparation and In U.S. U.S. Application No. 09/323,880, 7636-0016.10 Pending.
Vivo Adminstration of an filed 6/1/1999 (based on U.S.
Antigen Provisional Application No.
60/087764)
-----------------------------------------------------------------------------------------------------------------------------
Selective Apoptosis of U.S. U.S. Application No. 09/383,663, 7636-0019.10 Pending.
Neoplastic Cells by an HLA-DR filed 8/26/1999 (based on U.S.
Specific Monoclonal Provisional Application No.
60/098,292)
-----------------------------------------------------------------------------------------------------------------------------
Selective Apoptosis of U.S. U.S. Application No. 09/929,209 7636-0019.31 Pending.
Neoplastic Cells by an HLA-DR (divisional of Application No.
Specific Monoclonal Antibody 09/383,663)
-----------------------------------------------------------------------------------------------------------------------------
Method for In Vivo T Cell Australia Australian Patent No. 710783 7636-0030.43 Issued 6/15/1995.
Activation by Antigen-Pulsed
Dendritic Cells
-----------------------------------------------------------------------------------------------------------------------------
Method for In Vivo T Cell Canada Canadian Application No. 2192655 7636-0030.40 Pending.
Activation by Antigen-Pulsed
Dendritic Cells
-----------------------------------------------------------------------------------------------------------------------------
Method for In Vivo T Cell Mexico Mexican Application No. 9606317 7636-0030.57 Pending.
-----------------------------------------------------------------------------------------------------------------------------

Activation by Antigen-Pulsed
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for In Vitro T Cell Japan Japanese Patent Application No. 7636-0030.42 Pending.
Activation by Antigen Pulsed 08-502392 3005
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for In Vitro T Cell Europe European Application No. 7636-0030.45 Pending.
Activation by Antigen Pulsed 95923042.6
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for In Vitro T Cell PCT PCT Application No. 7636-0030.41 Has entered national stage
Activation by Antigen Pulsed PCT/US95/07461 in Canada, Australia, Japan,
Dendritic Cells Europe and Mexico.
------------------------------------------------------------------------------------------------------------------------------------
Methods for Using Dendritic U.S. U.S. Application No. 08/301157 7636-0041.30 Pending.
Cells to Activate T Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for In Vitro T Cell U.S. U.S. Application No. 08/575,▇▇▇ ▇▇▇▇-▇▇▇▇ Pending.
Activation by Antigen Pulsed
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for Using Dendritic U.S. U.S. Application No. 08/610,▇▇▇ ▇▇▇▇-▇▇▇▇ Pending.
Cells to Activate Gamma/Delta T
Cells Receptor Positive Cells
------------------------------------------------------------------------------------------------------------------------------------
Idiotype Vaccination Against B U.S. U.S. Application No. 07/493,▇▇▇ ▇▇▇▇-▇▇▇▇ Pending.
Cells Lymphoma
------------------------------------------------------------------------------------------------------------------------------------
Idiotype Vaccination Against Korea Korean Patent Application No. 7636-0064.52 Pending.
B-Cell Lymphoma 1992-702206 March 13, 1991 3404
------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT C

KIRIN PATENTS

[None as of the Restated Effective Date.]

EXHIBIT D

TRADEMARK RIGHTS

1. Kirin Licensed Marks

The following trademarks are the subject of the foregoing license:

Word Marks:

Stylized Marks:

2. Kirin Trademark Applications

▇▇▇▇ Application No. Application Date
---- --------------- ----------------

3. Dendreon Licensed Marks

The following trademarks are the subject of the foregoing license:

Word Marks: Provenge; Mylovenge

Stylized Marks:

4. Dendreon Trademark Registrations and Applications.

▇▇▇▇ Application No. Application Date
--------- ---------------------- -----------------

JPO 2002-046880
Provenge (Class 5-pharmaceutical June 6, 2002
preparation)

JPO 2002-046881
Mylovenge (Class 5-pharmaceutical June 6, 2002
preparation)

5. Forms of Authorized Use of Kirin Trademarks

6. Forms of Authorized Use of Dendreon Trademarks

Provenge/TM/
Mylovenge/TM/

EXHIBIT E

REDLINED AGREEMENT

AMENDED AND RESTATED COLLABORATIVE LICENSE

AGREEMENT

THIS AMENDED AND RESTATED COLLABORATIVE LICENSE AGREEMENT (the "Agreement" or
"Collaborative License Agreement") is made and entered into effective as of
August 6, 2002 (the "Restated Effective Date") by and between DENDREON
CORPORATION, a Delaware corporation having its principal place of business at
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇.▇. ("Dendreon"), and KIRIN BREWERY
CO., LTD., a corporation organized and existing under the laws of Japan having
its principal place of business at ▇▇-▇, ▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇
("Kirin"). Dendreon and Kirin may be referred to herein collectively as the
"Parties" or individually as a "Party."

RECITALS

certain Dendreon antigen-presenting cell products that have or will enter into
clinical development during the term of this Agreement.

D. Kirin/and Dendreon entered into a Collaborative License Agreement on
December 10, 1998 to formalize their plans set forth in Recitals A through C.
(The Collaborative License Agreement, dated December 10, 1998, is hereinafter
defined as the "Original License Agreement"; and the date of its execution is
hereinafter defined as the "Effective Date").

E. Dendreon and Kirin entered into a Manufacturing and Supply Agreement
dated July 27, 1999, that establishes the terms and conditions for the Parties'
purchase and supply of certain separation devices, reagents and proprietary
antigens.

G. Dendreon and Kirin entered into a Joint Commercialization Agreement,
dated February 1, 2001 that establishes the terms and conditions for the
Parties' joint commercialization of Collaborative Products and Kirin Products
within the European Union.

H. Kirin and Dendreon entered into a Memorandum of Modifications to Kirin
and Dendreon Collaboration on August 3, 2001 (hereinafter defined as the
"Memorandum"). The

Memorandum, among other things, directs that the Original License Agreement be
amended to conform to the Parties' agreements in the Memorandum.

J. This Agreement and the Amended and Restated Manufacturing and Supply
Agreement of even date supercede and terminate the Memorandum.

NOW, THEREFORE, the Parties agree to amend and restate the Original License
Agreement in its entirety as follows:

ARTICLE 1:

DEFINITIONS

The following terms shall have the following meanings as used in this Agreement:

1.2 "COLLABORATIVE LICENSE AGREEMENT" means this Agreement

1.3 "CONTROLLED" OR "CONTROL" means, with respect to a particular
item, material or intellectual property right, that a Party owns or has a
license under such item, material or intellectual property right and has the
ability to grant to the other Party access to and/or a license or sublicense
under such item, material or intellectual property right as provided for herein

without violating the terms of any agreement or other arrangement with, or the
rights of, any Third Party.

1.4 "DENDREON ANTIGEN" means an antigen that is claimed by a patent
or is otherwise covered by intellectual property rights that are Controlled by
Dendreon.

1.5 "DENDREON IMPROVEMENT" means any improvement to platform
technologies in the Dendreon Know-How that relates to the Field and is made and
Controlled by Dendreon during the Agreement and prior to approval of the first
Kirin Product in Japan, or if later, the termination of the Research Program.

1.8 "DENDREON PA2024 OPTION" shall have the meaning set forth in
Section 2.4(d).

1.9 "DENDREON PATENTS" means the Patents and Patent applications
that (a) are Controllerd by Dendreon during the term of the Agreement, and (b)
claim an invention in the Dendreon Know-How or Dendreon Improvements. Such
Patents existing as of the Effective Date are listed on Exhibit B, and Dendreon
will use reasonable efforts to amend such Exhibit B from time to time to reflect
any changes.

1.10 "DENDREON PRODUCT" means: (a) any therapeutic product comprising
Dendritic Cells that have been activated or loaded with a specific antigen,
engineered antigen or antigen

gene, (including without limitation Dendreon Antigen), for use in human therapy,
which product has been developed by Dendreon based on the Dendreon Technology;
or (b) any service provided by or on behalf of Dendreon to a patient that
utilizes the Dendreon Technology and involves isolation or preparation of
Dendritic Cells, activation or loading with specific antigen, engineered antigen
or antigen gene, (including without limitation Dendreon Antigen), and
administration of such activated or antigen loaded Dendritic Cells into a
patient. Further, the Parties may agree in writing to amend and extend the
definition of Dendreon Product as provided in Section 5.8.

1.11 "DENDREON TECHNOLOGY" means the Dendreon Know-How, the Dendreon
Improvements and the Dendreon Patents, either collectively or any part thereof.

1.13 "DENDRITIC CELL" means a human dendritic cell or other
antigen-presenting cell or other cells from which dendritic cells can be
derived.

1.14 "DRUG APPROVAL APPLICATION" means an application for Regulatory
Approval required before commercial sale or use of a Product as a drug in a
regulatory jurisdiction.

support over and above (a) the Parties sharing Information under the Parties
Agreements (e.g., Information about patent prosecution, about other
proceedings, and about the transfer of Dendreon Technology to Kirin), (b)
activities associated with the Steering Committee, as contemplated in Sections
8.2 and 10.1 and Article 3 of the Collaborative License Agreement, respectively,
and (c) activities of the Joint Research Committee as contemplated in Article 2
of the Research and License Agreement. Additional non-limiting examples of
Extraordinary Support are set forth in Schedule 3.6.

1.18 "FTE" means work hours equivalent to the work performed by one
full-time employee working for one year (including normal vacation).

1.20 "JOINT TERRITORY" means the countries that are members of the
European Union, as such union is constituted at the applicable time.

1.21 "KIRIN ANTIGEN" means an antigen that is claimed by a patent or
is otherwise covered by intellectual property rights that are Controlled by
Kirin.

1.22 "KIRIN'S COST" shall have the meaning set forth in Section
2.4(d)(1).

1.23 "KIRIN/DENDREON TERM SHEET" means that certain Term Sheet
executed by the Parties and dated as of June 30, 1998.

1.27 "KIRIN PA2024 OPTION" shall have the meanings set forth in
Section 2.5.

administration of such activated or antigen loaded Dendritic Cells into a
patient, wherein such service is based on, utilizes, comprises or is derived
from the Dendreon Technology. The Parties may agree in writing to amend and
extend the definition of Kirin Product as provided in Section 5.8.

1.30 "KIRIN TECHNOLOGY" means the Kirin Improvements, Kirin Know-How
and Kirin Patents, either collectively or any part thereof.

1.32 "LICENSED DENDREON PRODUCT" shall have the meaning set forth in
Section 2.3(b).

1.33 "LICENSED KIRIN PRODUCT" shall have the meaning set forth in
Section 2.4(b).

1.34 "MANUFACTURING AND SUPPLY AGREEMENT" means the Parties' Amended
and Restated Manufacturing and Supply Agreement of even date.

1.35 "MEMORANDUM" shall have the meaning set forth in Recital H.

1.36 "MINISTRY" shall mean the Japan Ministry of Health, Labor and
Welfare.

other governmental charges levied on or measured by the billing amount when
included in billing, as adjusted for rebates and refunds; provided, however,
that with respect to sales of a particular Kirin Product or Licensed Dendreon
Product by Kirin or its Affiliate or Sublicensee in Japan, the "total revenue
received", as set forth above in the first line of this definition, shall not in
any event be less than the ▇▇▇ ▇▇▇▇▇ established for insurance reimbursement of
Single Treatment, less the average amount charged by the particular hospital
purchaser of such Product for the same number of apheresis services and
administration services needed for and performed for Single Treatment where such
averages are calculated including all apheresis services or infusion services,
as applicable, that were performed for any purpose during the applicable period.

1.38 "▇▇▇ ▇▇▇▇▇" means the maximum sale price for a particular
pharmaceutical or medical price as established by the Japanese National Ministry
of Health and Welfare.

1.40 "OPTION NOTICE" shall have the meaning set forth in Section
2.4(d).

10.

1.45 "PHASE II" means that portion of a clinical development program
that provides for additional assessment of safety and preliminary assessment of
efficacy of a product in human volunteers or patients, which is intended to
gather information to support the pivotal human clinical trials using such
product in a particular country. Any such clinical development program shall be
performed in accordance with the U.S.A. Federal Food, Drug and Cosmetic Act and
applicable regulations promulgated thereunder (including without limitation 21
CFR Part 312), as amended from time to time, or the comparable foreign laws and
regulations in the applicable country.

1.46 "PRODUCT" means a Kirin Product or a Dendreon Product.

1.48 "REASONABLE EFFORTS" shall mean efforts and resources commonly
used in the research-based pharmaceutical industry for the research, development
and commercialization of a product at a similar stage in its product life taking
into account the establishment of the product in the marketplace, the
competitiveness of the marketplace, the proprietary position of the product, the
regulatory structure involved, the profitability of the product and other
relevant factors.

11.

1.50 "RESTATED EFFECTIVE DATE" means the date of this Agreement, set
forth in the preamble above.

1.51 "SCALE" shall mean that a designated drug, antigen (e.g.,
PA2024), reagent or biologic is manufactured at a specified per batch volume
(e.g., 2000L) all in accordance with cGMP such that each batch reliably and
reproducibly conforms to the specifications for the designated drug, antigen,
reagent or biologic.

1.55 "STEERING COMMITTEE" shall have the meaning set forth in Section
3.1.

1.57 "THIRD PARTY" means any entity other than Dendreon or Kirin or
an Affiliate of Dendreon or Kirin.

12.

ARTICLE 2:

LICENSES AND RELATED RIGHTS

2.1 LICENSES GRANTED TO KIRIN.

(a) Subject to the terms of this Agreement, Dendreon hereby grants
to Kirin an exclusive license to use the Dendreon Technology to develop, use,
make, have made, sell and offer for sale Kirin Products in the Kirin Territory.
Kirin may grant sublicenses to its Affiliates under the license rights granted
by Dendreon in the foregoing license for any permitted purpose without
Dendreon's prior written approval and may grant sublicenses under such rights to
Third Parties solely for sale (but not therapeutic development) of Kirin
Products in the Kirin Territory without Dendreon's prior written approval.
Additionally, Kirin and its Affiliates may conduct clinical development of
particular Kirin Products in the Dendreon Territory and Joint Territory so long
as Kirin obtains Dendreon's prior written approval of the location and clinical
study protocol of any such clinical work or study of each such Kirin Product,
such approval not to be unreasonably withheld, and such work is intended to
generate data to be used in obtaining Regulatory Approval of such Kirin Product
for manufacturing, marketing and sale in the Kirin Territory.

(b) Subject to the terms of this Agreement (including without
limitation Section 2.4 and Article 5), Dendreon hereby grants to Kirin an
exclusive (except in the Joint Territory) license under the Dendreon Technology,
with the right to sublicense, to make, have made, use, sell and offer for sale
any Kirin Product created that contains a Kirin Antigen. The foregoing license
grant shall apply in countries where there is a patent or other intellectual
property right Controlled by Kirin covering such Kirin Antigen. Specifically
excluded from the license rights granted under this subsection (b) are any
rights to make, have made, use, import, sell and offer for sale in North America
any Kirin Product for which Dendreon has exercised the Dendreon Option pursuant
to Section 2.4.

13.

sublicenses under the license rights granted by Dendreon in the foregoing to its
Affiliates and to Third Parties solely for sale of Licensed Dendreon Products in
the Kirin Territory without Dendreon's prior written approval. Additionally,
Kirin and its Affiliates may conduct clinical development of specific Licensed
Dendreon Products in the Dendreon Territory and Joint Territory so long as Kirin
obtains Dendreon's prior written approval of the location and clinical study
protocol of any such clinical work or study of a Licensed Dendreon Product, such
approval not to be unreasonably withheld, and such work is intended to generate
data to be used in obtaining Regulatory Approval of such Licensed Dendreon
Product for marketing and sale in the Kirin Territory.

(d) Subject to the terms of this Agreement, Dendreon grants to Kirin
a non-exclusive license to use the Dendreon Technology to make, have made, use,
sell and offer for sale Kirin Products in the countries in the world outside of
the Kirin Territory, North America and the Joint Territory; provided, however,
that Kirin and Dendreon shall mutually agree in writing upon any Sublicensees of
Kirin under the foregoing rights to sell the Kirin Products in any such
countries or territories, such agreement not to be unreasonably withheld.

(e) Subject to the terms of Section 5.8, and except as otherwise
provided in the Manufacturing and Supply Agreement, the license rights granted
in the subsections (a) through (d) above are subject to the following express
limitation (and to all other obligations and limitations in the Agreement):
Kirin obtains no license or rights to make or to practice any of the Dendreon
Technology to make Separation Devices, Reagents or any other devices or products
for use in the isolation or purification of Dendritic Cells or any other cells.
Kirin may purchase Separation Devices and Reagents only under the terms of the
Manufacturing and Supply Agreement. Kirin may use Separation Devices to isolate
Dendritic Cells only as part of preparing a Kirin Product or Licensed Dendreon
Product or performing a service comprising a Kirin Product or Licensed Dendreon
Product.

2.2 LICENSES GRANTED TO DENDREON.

(a) Subject to the terms of this Agreement, Kirin hereby grants to
Dendreon an exclusive license in the Dendreon Territory, with the right to
sublicense, under the Kirin

14.

Improvements and the Kirin Patents that claim such Kirin Improvements to
develop, make, have made, use, import and sell Dendreon Products.

(b) Subject to the terms of this Agreement, Kirin hereby grants to
Dendreon an exclusive license under the Kirin Technology to use, make, have
made, import, sell and offer for sale Licensed Kirin Products in North America.
Dendreon may grant sublicenses under the license rights granted by Kirin in the
foregoing to its Affiliates and to Third Parties solely for the sale of Licensed
Kirin Products in North America.

2.3 KIRIN OPTION TO LICENSE DENDREON PRODUCTS.

(a)KIRIN OPTION.

(i) Subject to the terms of this Section 2.3 and Article 5,
Dendreon hereby grants to Kirin an exclusive option (the "Kirin Option") to
obtain an exclusive license, with the right to sublicense, to conduct clinical
development on and to commercialize specific Dendreon Products in the Kirin
Territory. The Kirin Option is exercisable by Kirin, with respect to any
particular Dendreon Product in clinical development by Dendreon or its
Affiliate, at any time following the commencement of such clinical development,
but no later than one hundred ten (110) days after Dendreon delivers to Kirin a
report on early Phase II clinical trial data for such Dendreon Product (the
"Kirin Option Period"). The report shall be available within thirty (30) days
after completion of early Phase II clinical trials for such Dendreon Product. To
exercise the Kirin Option for a particular Dendreon Product in development,
Kirin shall provide Dendreon written notice of Kirin's election prior to the
expiration of the applicable Kirin Option Period. Notwithstanding the above,
Kirin shall have the right to negotiate for an extension of the Kirin Option
Period applicable to a particular Dendreon Product. In consideration of any such
extension, if any, the Parties will negotiate in good faith compensation to be
paid to Dendreon.

(ii) Kirin has properly exercised its options under Section
2.3(a) of the Original License Agreement to acquire exclusive licenses for two
Dendreon Products, APC8015 and APC8020. APC8015 and APC8020 are Licensed
Dendreon Products.

15.

(b)Regulatory and Commercialization Efforts.

(i) If Kirin properly exercises the Kirin Option for a
particular Dendreon Product, then such Dendreon Product shall thereafter be
deemed a "Licensed Dendreon Product" for purposes of this Agreement. Kirin shall
be entitled, subject to compliance with the other terms of the Agreement, to
exercise the license rights granted under Section 2.1(c) with respect to such
Licensed Dendreon Product. Kirin shall use Reasonable Efforts to develop and
obtain Regulatory Approval in the Kirin Territory for each Licensed Dendreon
Product. Kirin shall pay all the development and registration costs for all such
Licensed Dendreon Products in the Kirin Territory. Kirin shall use Reasonable
Efforts to market and sell in the Kirin Territory all Licensed Dendreon Products
for which Regulatory Approval in the Kirin Territory has been obtained.

(ii) Notwithstanding Sections 2.3(a) and 2.3(b)(i) to the
contrary, Kirin's clinical study for APC8020 in Japan is scheduled to commence
no later than March 1, 2002. The Parties recognize that in order to meet this
scheduled commencement date, Kirin first must have (a) received confirmation
from the Ministry of Kirin's Kakunin-Shinsei (confirmation application for
safety and quality) and (b) filed its IND with the Ministry. Kirin shall use
its Reasonable Efforts; and pursuant to Section 3.6 below, Dendreon shall
(pursuant to Section 10(a) below) support Kirin's Reasonable Efforts and, if
necessary, at Kirin's request (pursuant to Section 3.6 (below), provide
Extraordinary Support to meet this scheduled commencement date. Failure of Kirin
meet the scheduled commencement date, despite its Reasonable Efforts, shall not
considered a breach of this Agreement.

(C) For each Dendreon Product in development during the term of the
Agreement, Dendreon agrees that it shall not grant any rights, interests, or
options to any Third Parties for the commercialization of such Dendreon Product
in the Kirin Territory until the earlier of: (i) the expiration of the Kirin
Option Period applicable to such Dendreon Product without Kirin having exercised
such Kirin Option; or (ii) Kirin's failure to use Reasonable Efforts to develop
and market such Dendreon Product in the Kirin Territory at any time commencing
one hundred eighty (180) days after Kirin's exercise of the Kirin Option; or
(iii) termination of the Agreement. If Kirin fails to exercise the Kirin Option
as to a particular Dendreon Product, Dendreon shall

16.

have the right to develop and commercialize such Dendreon Product in the Kirin
Territory. Further, if Kirin fails to use Reasonable Efforts to develop and
market a Licensed Dendreon Product in the Kirin Territory at any time commencing
one hundred eighty (180) days after Kirin's exercise of the Kirin Option,
Dendreon shall have the right to develop and commercialize such Licensed
Dendreon Product in the Kirin Territory upon ninety (90) days notice from
Dendreon; provided, however, that if Kirin initiates Reasonable Efforts to
develop and market such Licensed Dendreon Product in the Kirin Territory within
the ninety (90) day notice period and continues thereafter to use Reasonable
Efforts to develop and market such Licensed Dendreon Product in the Kirin
Territory, then Dendreon shall not obtain such rights unless and until Kirin
does not continue using such Reasonable Efforts. Dendreon's right to
commercialize Dendreon Products for which the Kirin Option has expired shall be
subject to the following: If Kirin has any ongoing or current research,
development or commercial project involving Dendritic Cell-based therapy for the
same tumor type as is the subject of treatment by such Dendreon Product, and the
goal of such project is the creation of a Kirin Product, and Kirin has
previously identified such project to Dendreon prior to Dendreon's disclosure of
such Dendreon Product to Kirin, or has demonstrated the existence of such
project to Dendreon's reasonable satisfaction based on official notebook data
entries created prior to such disclosure, then Dendreon agrees not to develop
and market such Dendreon Product in the Kirin Territory, nor to grant to a Third
Party a license to develop and market such Dendreon Product in the Kirin
Territory, without obtaining Kirin's prior written consent. For clarity, the
requirement that Kirin use Reasonable Efforts in developing and commercializing
Licensed Dendreon Products does not necessarily require that Kirin expend such
efforts in every country in the Kirin Territory, so long as such efforts are
expended in each country where it is economically reasonable to do so.

2.4 DENDREON'S OPTION TO LICENSE KIRIN PRODUCTS AND KIRIN
IMPROVEMENTS.

17.

later than one hundred ten (110) days after Kirin delivers to Dendreon a report
on early Phase II clinical trial data for such Kirin Product (the "Dendreon
Option Period"). The report shall be available thirty (30) days after completion
of early Phase II clinical trials for such Kirin Product. To exercise the
Dendreon Option for a particular Kirin Product in development, Dendreon shall
provide Kirin written notice of Dendreon's election prior to the expiration of
the applicable Dendreon Option Period. Notwithstanding the above, Dendreon shall
have the right to negotiate for an extension of the Dendreon Option Period
applicable to a particular Kirin Product. In consideration of any such
extension, if any, the Parties will negotiate in good faith compensation to be
paid to Kirin.

18.

Licensed Kirin Product in North America within the ninety (90) day notice period
and continues thereafter to use Reasonable Efforts to develop and market such
Licensed Kirin Product in the North America, then Kirin shall not obtain such
rights unless and until Dendreon does not continue using Reasonable Efforts.
Kirin's right to commercialize Kirin Products for which the Dendreon Option has
expired shall be subject to the following: If Dendreon has any ongoing or
current research, development or commercial project involving Dendritic
Cell-based therapy for the same tumor type as is the subject of treatment by
such Kirin Product, and the goal of such project is the creation of a Dendreon
Product, and Dendreon has previously identified such project to Kirin prior to
Kirin's disclosure of such Kirin Product to Dendreon, or has demonstrated the
existence of such project to Dendreon's reasonable satisfaction based on
official laboratory notebook data entries created prior to such disclosure, then
Kirin agrees not to develop and market such Kirin Product in North America, nor
to grant to a Third Party a license to develop and market such Kirin Product in
North America, without obtaining Dendreon's prior written consent. For clarity,
the requirement that Dendreon use Reasonable Efforts in developing and
commercializing Licensed Kirin Products does not necessarily require that
Dendreon expend such efforts in every country in North America, so long as such
efforts are expended in each country where it is economically reasonable to do
so.

(d) Subject to the terms of this Agreement, Kirin hereby grants
Dendreon option as provided in this Section 2.4(d):

(i) If Kirin develops any Kirin PA2024 Manufacturing
Improvements, Kirin shall provide prompt written notice of each such improvement
to Dendreon ("Option Notice"). Kirin hereby grants Dendreon an option to obtain
an exclusive royalty-free license (except for rights reserved by Kirin herein),
with the right to assign the license or to sublicense, to use such Kirin PA2024
Manufacturing Improvements for the manufacture of PA2024 outside the Kirin
Territory ("Dendreon PA2024 Option"). Kirin reserves the right to practice the
Kirin PA2024 manufacturing Improvements to manufacture or have manufactured
PA2024 outside the Kirin Territory. Each Option Notice shall describe in
sufficient detail to enable Dendreon to evaluate: (a)the subject Kirin PA2024
Manufacturing Improvement and (b) any other previously unlicensed Kirin PA2024
Manufacturing Improvements necessary to practice the subject Kirin

19.

PA2024 Manufacturing Improvement; and Kirin shall provide its documented cost
incurred in developing such improvement ("Kirin's Cost"). Notwithstanding the
foregoing, from time to time, upon Dendreon's written request to Kirin, Kirin
shall furnish periodic progress reports (in their original language) on Kirin's
manufacture of PA2024.

(ii) Dendreon may exercise the Dendreon PA2024 Option by
providing written notice to Kirin within one hundred twenty (120) days after the
date of the Option Notice accompanied by payment to Kirin of Dendreon's Option
Fee as set forth in Section 5.9 below. Subject to Section 5.9 below, if Dendreon
fails to exercise its option within the one hundred twenty (120) day period or
expressly declines the license, Kirin shall have no further obligation to
Dendreon with respect to such improvement. Failure of Dendreon to exercise its
option with respect to any particular Kirin PA2024 Manufacturing Improvement
shall not prejudice its rights with respect to any other Kirin PA2024
Manufacturing Improvement; and, in that regard, in the event Dendreon exercises
a Dendreon PA2024 Option with respect to a particular Kirin PA2024 Manufacturing
Improvement that incorporates one or more unlicensed Kirin PA2024 Manufacturing
Improvements (e.g., previous Kirin PA2024 Manufacturing Improvements For which
Dendreon did not exercise its option), then the exercise of the option shall
also incorporate the previously unlicensed Kirin PA2024 Manufacturing
Improvements (but no other improvements); provided that Dendreon's share of
Kirin's Cost for the previously unlicensed Kirin PA2024 Manufacturing
Improvements is paid as part of Dendreon's Option Fee as set forth in Section
5.9 below.

(iv) The term of Dendreon's license under any Kirin PA2024
Manufacturing Improvement(s) shall be until the later of (a) expiration of this
Agreement, or (b)

20.

until Dendreon has ceased all activity in connection with such Kirin PA2024
Manufacturing Improvement(s), provided, however, that in the event of an uncured
material breach by Dendreon of this Agreement as contemplated in Section 11.2
below that is not cured within the applicable cure period set forth therein, the
license(s) shall terminate as provided herein.

2.5 KIRIN'S OPTION TO LICENSE DENDREON PA2024 MANUFACTURING TECHNOLOGY.

(a) Subject to the terms of this Agreement. Dendreon hereby grants
to Kirin an exclusive option (the "Kirin PA2024 Option") to obtain a fully paid
up, non-exclusive license, with the right to sublicense under Dendreon PA2024
Manufacturing Technology to manufacture Dendreon Antigen PA2024 (which is a
Dendreon Component) as provided in this Section 2.5. A statement of Dendreon
PA2024 Manufacturing Technology is attached hereto in the illustrative flow
chart in Schedule 2.5 and made a part hereof. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Option is
exercisable by Kirin at any time prior to the expiration or termination of the
Collaborative License Agreement. To exercise the Kirin PA2024 Option, Kirin
shall give Dendreon notice of its election. The terms and provisions under which
Kirin shall manufacture PA2024 are set forth in Section 3.9(b) of the
Manufacturing and Supply Agreement.

(c) The term of the license shall expire (unless sooner terminated)
on the later of (a) the expiration of this Agreement or (b) until Kirin has
ceased all activity in connection with PA2024 permitted under the license.
However, Kirin's license shall terminate: (a) upon a material breach by Kirin
under Section 11.2 of this Agreement that is not cured within the applicable
cure period thereunder or (b) upon Kirin terminating this Agreement without
cause under Section 11.5.

21.

(d) At Kirin's request, Dendreon and Kirin shall discuss a Kirin
non-exclusive license of additional Dendreon PA2024 manufacturing technology for
the manufacture of PA2024 that achieves a greater Scale than the Scale achieved
under the Dendreon PA2024 Manufacturing Technology.

2.6 NOTICE OF DEVELOPMENT. Upon reasonable request by Dendreon, Kirin
will provide Dendreon with Information regarding the Kirin Products that are in
clinical trials prior to Phase II. Upon reasonable request by Kirin, Dendreon
will provide Kirin with Information regarding the Dendreon Products that are in
clinical trials prior to Phase II.

2.7 TRADEMARK RIGHTS.

(a) License Grants.

(i) License to Dendreon. Subject to the limitations set
forth below, Kirin grants to Dendreon a non-exclusive, royalty-free license,
with the right to sublicense, to use any and all marks Kirin has adopted for use
with Kirin Products (the "Kirin Licensed Marks"), solely in connection with the
promotion and sale of Licensed Kirin Products in North America. Dendreon shall
not use Kirin Licensed Marks in connection with any other products or in any
other activities without prior written approval of Kirin.

(ii) License to Kirin. Subject to the limitations set forth
below, Dendreon grants to Kirin a non-exclusive, royalty-free license, with the
right to sublicense, to use any and all marks Dendreon has adopted for use with
the Dendreon Products (the "Dendreon Licensed Marks"), solely in connection with
the promotion and sale of Licensed Dendreon Products and Kirin Products in the
Kirin Territory. Kirin shall not use Dendreon Licensed Marks in connection with
any other products or activities without prior written approval of Dendreon.

22.

additional marks shall be sufficient to extend the applicable license granted
herein, and all the terms and conditions thereof, to such additional marks for
the permitted purposes.

(c) Form of Use. Dendreon, its Affiliates and Sublicensees shall use
Kirin Licensed Marks only in the form(s) approved in writing by Kirin and shall
include where appropriate the designations (R) and (TM) and a statement that
Kirin Licensed Marks are the trademarks of Kirin Brewery Co., and other
proprietary notices as reasonably required by Kirin from time-to-time.
Similarly, Kirin, its Affiliates and Sublicensees shall use Dendreon Licensed
Marks only in the form(s) set forth on Exhibit D hereto or otherwise approved in
writing by Dendreon and shall include where appropriate the designations (R) and
(TM) and a statement that Dendreon Licensed Marks are the trademarks of Dendreon
Corporation, and other proprietary notices as reasonably required by Dendreon
from time-to-time. The Parties agree to comply with all applicable laws and
regulations pertaining to the proper use and designation of trademarks.

(d) Ownership of Licensed Marks.

(i) Ownership. Each Party acknowledges that it has no
interest in the other Party's Licensed Marks other than the license granted
under this Agreement and that each Party is, and will continue to be, the sole
and exclusive owner of all right, title and interest in its respective Licensed
Marks.

(ii) No Contest. Each Party agrees that it will not contest,
oppose or challenge the other Party's ownership of its Licensed Marks. Each
Party agrees that it will do nothing to impair the other Party's ownership or
rights in its Licensed Marks. In particular, neither Party will register or
attempt to register the other Party's Licensed Marks in any jurisdiction nor
oppose the other's registration of its Licensed Marks, alone or with other words
or designs, in any jurisdiction. If either Party uses, registers or applies to
register a licensed ▇▇▇▇ that violates its obligations under this section, such
Party agrees, at the other's request, to abandon the use of such ▇▇▇▇ and any
application or registration for such ▇▇▇▇.

(iii) Adverse Use. Each Party shall notify the other Party of
any adverse use by a Third Party of the other Party's Licensed Marks or of a
▇▇▇▇ or name confusingly similar to the

23.

other's Licensed Marks and agrees to take no action with respect thereto except
with the other's prior written authorization. The Party that owns any infringed
Licensed Marks may thereupon take such action as it in its sole discretion deems
advisable for the protection of its rights in and to its Licensed Marks,
including allowing the licensed Party to bring and prosecute a claim against
such Third Party at the licensed Party's expense. Each Party further agrees to
provide full cooperation with any legal or equitable action by the other Party
to protect the other's rights, title and interest in its Licensed Marks.

(e) Quality Control.

(i) Kirin's Obligations. The nature and quality of all goods
sold by Kirin, its Affiliates and Sublicensees in connection with Dendreon
Licensed Marks and all advertising and promotional uses and all other related
uses of Dendreon Licensed Marks by Kirin, its Affiliates and Sublicensees shall
conform to Dendreon's standards. Kirin further agrees to provide samples of
advertising and other promotional material bearing Dendreon Licensed Marks to
Dendreon for approval at least thirty (30) days before such materials are to be
distributed, displayed or otherwise used. Kirin, its Affiliates and Sublicensees
will not distribute, display or otherwise use such materials without Dendreon's
prior written approval, which approval shall not be unreasonably withheld.

(ii) Dendreon's Obligations. The nature and quality of all
goods sold by Dendreon, its Affiliates and Sublicensees in connection with
Dendreon's use of Kirin Licensed Marks and all advertising and promotional uses
and all other related uses of Kirin Licensed Marks by Dendreon, its Affiliates
and Sublicensees shall conform to Kirin's standards. Dendreon further agrees to
provide samples of advertising and other promotional material bearing Kirin
Licensed Marks to Kirin for approval at least thirty (30) days before such
materials are to be distributed, displayed or otherwise used. Dendreon, its
Affiliates and Sublicensees will not distribute, display or otherwise use such
materials without Kirin's prior written approval, which approval shall not be
unreasonably withheld.

(f) Confusingly Similar and/or Combination Marks.

24.

(i) Kirin's Obligations. Kirin agrees that Kirin, its
Affiliates and Sublicensees will not adopt or use any other trademarks, words,
symbols, letters, designs or marks (i) in combination with Dendreon Licensed
Marks in a manner that would create combination marks or (ii) that would be
confusingly similar to Dendreon Licensed Marks, provided, however, that Kirin,
its Affiliates and Sublicensees may use Dendreon Licensed Marks with other marks
or names if such other marks or names are sufficiently separated from Dendreon
Licensed Marks and sufficiently distinctive to avoid the consumer impression
that such other marks or their owners are associated with Dendreon.

(ii) Dendreon's Obligations. Dendreon agrees that Dendreon,
its Affiliates and Sublicensees will not adopt or use any other trademarks,
words, symbols, letters, designs or marks (i) in combination with Kirin Licensed
Marks in a manner that would create combination marks or (ii) that would be
confusingly similar to Kirin Licensed Marks, provided, however, that Dendreon,
its Affiliates and Sublicensees may use Kirin Licensed Marks with other marks or
names if such other marks or names are sufficiently separated from Kirin
Licensed Marks and sufficiently distinctive to avoid the consumer impression
that such other marks or their owners are associated with Kirin.

ARTICLE 3:

MANAGEMENT

(a) To encourage and facilitate the ongoing cooperation of the
Parties in conducting the research and development of Kirin Products and
Dendreon Products;

25.

(b) To establish and implement specific plans for accomplishing the
tasks and goals of the Parties as set forth in the Agreement;

(c) To coordinate the communication, information exchange and
efforts of the Parties with respect to all matters under this Agreement; and

(d) To discuss and resolve, if possible, any issues or disputes that
arise under the Agreement.

3.2 STEERING COMMITTEE MEETINGS. The Steering Committee shall
act at meetings held regularly with all members present, according to the
following:

(a) The Steering Committee meetings shall take place at such times
and places as shall be determined by the Steering Committee but no less
frequently than once per six (6) months; it is expected that the meetings will
alternate between appropriate offices of each Party, or at such other convenient
locations as agreed;

(b) If requested by a Party, the Steering Committee may conduct a
particular meeting by telephone or video conference or other acceptable
electronic means, provided that all Steering Committee members attend such
meeting and can hear and communicate with all other members, and any decisions
made during such meeting are recorded in writing and confirmed by signature of
at least one of the Steering Committee members from each of the Parties;

(d) Prior to each meeting, the designated chair of the Steering
Committee (which may vary during the term) shall circulate an agenda for the
meeting, and the Steering Committee shall keep minutes reflecting matters
discussed and the actions taken at the meeting, a copy of which shall be
provided to each Party; and

26.

(e) The Steering Committee may act on a specific issue or matter
without a meeting if the Steering Committee members all agree as to such action
and such agreement is set forth in a written consent signed by all the members
of the Steering Committee.

3.4 RESEARCH EFFORTS AND EXPENSES. Each of the Parties will maintain
scientific staff, laboratories, offices and other facilities necessary to carry
out the tasks and obligations assigned to it pursuant to this Agreement. Each
party shall use Reasonable Efforts to conduct and complete such tasks and
obligations. Kirin will bear all of its own expenses incurred in connection with
research and development of Kirin Products and Licensed Dendreon Products by
Kirin in the Kirin Territory or in North America pursuant to Section 2.4(c).
Dendreon shall bear all of its own expenses incurred in connection with research
and development of Dendreon Products and Licensed Kirin Products by Dendreon in
the Dendreon Territory or in the Kirin Territory, pursuant to Section 2.3(c).

27.

(a) The period during which Dendreon shall provide Extraordinary
Support shall expire on the earlier to occur of (1) the date on which the
Ministry shall have either granted or denied Regulatory Approval for both
APC8015 and APC8020 or granted Regulatory Approval for one of APC8015 and
APC8020 and denied Regulatory Approval for the other, or (2) December 31, 2004.

(b) Dendreon shall furnish such Extraordinary Support as requested
by Kirin from time to time. Kirin shall endeavor to make each of its requests to
Dendreon reasonable as to scope and duration. If Dendreon determines in good
faith from time to time that to provide particular Extraordinary Support would
be unduly burdensome and work a substantial hardship on Dendreon, then Dendreon
may decline to provide such Extraordinary Support (by notice to Kirin) so long
as Dendreon offers to provide alternative Extraordinary Support in a manner and
at a time reasonable under the circumstances. Non-limiting examples of
Extraordinary Support are attached hereto as Schedule 3.6.

(c) Dendreon and Kirin shall each assign one or more of their
respective employees to the duty of liaison between Kirin and Dendreon for
handling requests for Extraordinary Support from Kirin. Members of the Parties'
functional groups will communicate with each other in the normal and ordinary
course of their activities as functional group members.

(d) Kirin shall reimburse Dendreon for Dendreon's out-of-pocket
expenses relating to its Extraordinary Support, limited to airfare, ground
transportation, food and lodging and shipping expenses incidental to providing
such Extraordinary Support. From time to time, Dendreon shall present invoices
for reimbursable expenses to Kirin for payment (together with such supporting
information as Kirin may reasonably request). Kirin shall pay Dendreon's
invoices within sixty (60) days of receipt.

28.

shall be given no later than thirty (30) days after the plan is submitted to the
planning Party's senior management for development review and approval). The
Parties shall then consult about (a) the impact of the plan on Regulatory
Approvals and applications therefor, (b) Kirin's need for additional support
from Dendreon to obtain new, amended or supplementary Regulatory Approvals on
account of the plan, (c) to the extent the plan involves APC8015 and APC8020.
Kirin's need for and right to Extraordinary Support and (d) such other
consequences of the plan as either Party deems appropriate. In the event
Dendreon plans to develop any improvement, upgrade or change for the sole
purpose of correcting the defective design of a Dendreon Product, then Dendreon
shall have no right to request financial support from Kirin under Section 5.3 of
the Manufacturing and Supply Agreement on account of such improvement, upgrade
or change.

ARTICLE 4:

DEVELOPMENT AND MARKETING IN THE JOINT TERRITORY

4.1 COLLABORATIVE DEVELOPMENT AND MARKETING. The Parties agree
jointly to conduct clinical development of, and to commercialize in the Joint
Territory, all Kirin Products and any Collaboration Products (as such term is
defined in the Research and License Agreement) that result from the Research
Program. Such collaborative clinical development and marketing shall be
conducted pursuant to a Commercialization Agreement to be negotiated and agreed
to and signed by the Parties, which agreement shall be consistent with the
applicable provisions of the Kirin/Dendreon Term Sheet and with the summary
terms set forth below, and will contain, in addition, such other reasonable and
typical terms as are consistent with similar agreements in the industry and the
following terms: Under the terms of such agreement, Dendreon and Kirin shall
share equally in all the costs of conducting clinical development of such Kirin
Products and Collaboration Products in the Joint Territory and shall share
equally the marketing profits from sales of such Kirin Products and
Collaboration Products in the Joint Territory, with "marketing profit"
understood to mean the total revenue derived from such sales less the actual
costs directly attributable to the manufacture, marketing and sale of such
products. The details of such joint clinical development and marketing
arrangement shall be set forth in a Commercialization Agreement consistent with
the foregoing.

29.

ARTICLE 5:

FEES AND ROYALTIES

(a) Five million dollars ($5,000,000) in cash on December 10, 1998
(the "Effective Date"), receipt of which is hereby acknowledged.

(b) Three million dollars ($3,000,000) in cash within thirty (30)
days of the initiation of the first Phase II clinical study for the first Kirin
Product. For purposes of this Section, "initiation" means the date on which the
first patient in such study begins to receive therapy under the study.

5.2 ROYALTIES ON SALES OF KIRIN PRODUCTS.

(a) Subject to subsection (b) below, Kirin shall pay Dendreon
royalties on sales of Kirin Products by or on behalf of Kirin or its Affiliates
or Sublicensees in any country excluding the Joint Territory, as follows:

(i) Kirin shall pay royalties equal to four percent (4%) of
the Net Revenue based on sales of Kirin Products in such countries by Kirin and
its Affiliates and Sublicensees (except as otherwise provided in subclause (ii)
below);

30.

Revenue; provided that the royalty payable under this Section 5.2(a)(ii) shall
not exceed four percent (4%) of such Net Revenue for any particular royalty
accounting period.

(b) For each particular Kirin Product, Kirin shall pay the royalties
specified above, on a country by country basis, until the later of the
expiration of ten (10) years from the first commercial launch of such Kirin
Product in such country or the last to expire of the Patents with claims
covering such Kirin Product or its manufacture or use in such country. The
foregoing royalty payments are inclusive of such withholding taxes as are
finally ascertained to be due and payable by Kirin on account of Dendreon, and
shall be made by wire transfer to an account designated by Dendreon for such
purpose.

5.3 ROYALTIES ON SALES OF LICENSED DENDREON PRODUCTS.

(a) Subject to subsection (b) below, Kirin shall pay Dendreon
royalties on sales of Licensed Dendreon Products in the Kirin Territory as
follows:

(i) Kirin shall pay a royalty equal to eight percent (8%) of
the Net Revenue based on sales of Licensed Dendreon Products sold in the Kirin
Territory by Kirin or its Affiliates or Sublicensees (except as otherwise
provided in subclause (ii) below);

(ii) for so long as China or any other country in the Kirin
Territory imposes an upper limit on royalties transferable outside of China or
such other country, Kirin shall pay Dendreon a royalty based on the Net Revenue
for Licensed Dendreon Products sold in such countries equal to the greater of:
(A) fifty percent (50%) of any such upper limit; or (B) six percent (6%) of such
Net Revenue; provided that the royalty payable under this Section 5.3(a)(ii)
shall not exceed eight percent (8%) of such Net Revenue for any particular
royalty accounting period.

(b) Kirin shall pay the royalties specified above, on a country by
country basis until the later of the expiration of ten (10) years from the first
commercial launch of the first Dendreon Product in such country or the last to
expire of the Patents with claims covering any Dendreon Product in such country.
The foregoing royalty payments are inclusive of such withholding taxes as are
finally ascertained to be due and payable by Kirin on account of Dendreon, and
shall be made by wire transfer to an account designated by Dendreon for such
purpose.

31.

5.4 ROYALTIES ON DENDREON SALES OF LICENSED KIRIN PRODUCTS. Dendreon shall
pay Kirin a royalty equal to four percent (4%) of the Net Revenue based on sales
of Licensed Kirin Products sold by Dendreon, its Affiliates or any of its
Sublicensees in North America. With respect to each such Licensed Kirin Product,
Dendreon shall pay the royalties specified above on a country by country and
product by product basis until the later of the expiration of ten (10) years
from the first commercial launch of such Licensed Kirin Product in such country
or the last to expire of the Patents with claims covering such Licensed Kirin
Product in such country. The foregoing royalty payments are inclusive of such
withholding taxes as are finally ascertained to be due and payable by Dendreon
on account of Kirin, and shall be made by wire transfer to an account designated
by Kirin for such purpose.

5.5 KIRIN MILESTONE PAYMENTS.

(a) KIRIN MILESTONE PAYMENTS. Kirin shall make to Dendreon the
following non-refundable milestone payments on a product by product basis for
each Licensed Dendreon Product for which Kirin has exercised the Kirin Option:

Within thirty (30) days of the exercise of the S1,000,000 U.S. dollars
Kirin Option by Kirin

Within thirty (30) days of the commencement $2,000,000 U.S. dollars
by Kirin of Phase II clinical studies in Japan

Within thirty (30) days of NDA (or equivalent) $2,000,000 U.S. dollars
approval in Japan

32.

due when the first apheresis is performed on the first patient in the clinical
study who is to receive therapy, regardless of whether or not the Ministry
considers Kirin's clinical study a Phase II study.

5.6 DENDREON MILESTONE PAYMENTS. Dendreon shall make to Kirin the following
non-refundable milestone payments on a product by product basis for each
Licensed Kirin Product for which Dendreon has exercised the Dendreon Option:

Within thirty (30) days of the exercise of the $1,000,000 U.S. dollars
Dendreon Option by Dendreon

Within thirty (30) days of the commencement $2,000,000 U.S. dollars
by Dendreon of Phase II clinical studies in
the United States

Within thirty (30) days of NDA (or $2,000,000 U.S. dollars
equivalent) approval in the United States

33.

Each royalty payment shall be accompanied by a statement of such royalties
showing the Net Revenue for the applicable royalty-bearing Products, on a
country by country and product by product basis. If a Party receives a refund or
rebate for taxes it paid on behalf of the other Party, the Party receiving such
refund or rebate shall promptly remit it to the other Party.

5.8 ROYALTY STRUCTURE AND MARKETING STRATEGY. The terms of this Agreement
permit Kirin to market and sell Kirin Products and Licensed Dendreon Products to
hospitals and other similar health-care provider organizations as services or as
products comprising Dendritic Cells activated or loaded with specific antigen,
engineered antigen or antigen gene, including without limitation a Kirin
Antigen. Kirin shall not, and covenants not to, sell Separation Devices,
Reagents or Dendreon Antigens to Third Parties except as permitted in this
Agreement. The Parties agree to discuss alternative marketing strategies for
Kirin Products and Licensed Dendreon Products when commercially reasonable to do
so. At such time, the Parties also shall agree on any needed adjustment to the
royalty calculation mechanism established for sales of such Kirin Products and
Dendreon Products, including appropriate amendments to the definitions of such
terms under Article 1. For example, if the Parties agree that Kirin may sell
devices and reagents (including specific antigens) for use by a Third Party in
isolating and activating Dendritic Cells, then such definitions may be amended
to include the concept that a Dendreon Product or Kirin Product includes any set
of products that are developed by the applicable Party and are intended for use
in preparing a product meeting the criteria in subsection 1.9(a) or 1.25(a), as
applicable, or in performing a service as set forth in subsection 1.9(b) or
1.25(b), as applicable. Any change to the current marketing strategy, and any
adjustment to the royalty calculation mechanism related thereto, must be set
forth in writing and signed by an authorized representative of each Party.
Neither Party shall have any obligation to make changes to the marketing
strategy already established in this Agreement.

34.

Dendreon for payments previously made under prior exercises of the option (if
any). Prior to the exercise of each Dendreon PA2024 Option, Dendreon may notify
Kirin in writing of Dendreon's good faith tentative intention to exercise the
Dendreon PA2024 Option, and request a statement from Kirin of the actual
documented cost to Kirin of developing the Kirin PA2024 Manufacturing
Improvements for which a license may be obtained. Upon Dendreon's written
request from time to time, Kirin shall permit an independent, certified public
accounting firm of nationally recognized standing selected by Dendreon, and
reasonably acceptable to Kirin, at Dendreon's expense, to have access during
normal business hours, and upon reasonable prior notice, to such of the records
of Kirin as may be reasonably necessary to verify the accuracy of Kirin's
documented development costs. The accounting firm shall disclose to Dendreon and
Kirin only whether the documented costs are correct or incorrect and the
specific details concerning any discrepancies. No other information shall be
provided to Dendreon. If such accounting firm concludes that Kirin overstated
its development costs, Kirin shall reimburse Dendreon the difference between
what Dendreon paid and what was actually owed for the Dendreon PA2024 Option
price, with interest from the date originally due at the prime rate, as
published in the Wall Street Journal (Eastern U.S. Edition) on the last business
day preceding such due date, within thirty (30) days of the date Dendreon
delivers to Kirin such accounting firm's written report. If the amount of the
difference is greater than seven and one-half percent (7.5%) of the total amount
owed, then Kirin shall in addition reimburse Dendreon for all costs related to
such audit. If Kirin in good faith disputes the conclusion of the accounting
firm that Kirin overstated its development costs, or any specific aspect of the
conclusion, then Kirin shall inform Dendreon by written notice within thirty
(30) days of receiving a copy of the audit containing such conclusion,
specifying in detail the reasons for Kirin's disputing such conclusion. The
Parties shall promptly thereafter meet and negotiate in good faith a resolution
to such dispute. In the event that the Parties are unable to resolve such
dispute within sixty(60) days after such audited Party gave notice of its
dispute, the dispute shall be resolved under Section 13.7.

35.

ARTICLE 6:

EQUITY INVESTMENT BY KIRIN

6.1 FULL PERFORMANCE OF EQUITY INVESTMENT. The Parties acknowledge
and agree that Kirin fully performed its obligations to make an equity
investment under Article 6 of the Original License Agreement.

36.

ARTICLE 7:

CONFIDENTIALITY

(a) was already known to the receiving Party, other than under an
obligation of confidentiality, at the time of disclosure by the other Party;

(b) was generally available to the public or otherwise part of the
public domain at the time of its disclosure to the receiving Party;

(c) became generally available to the public or otherwise part of
the public domain after its disclosure and other than through any act or
omission of the receiving Party in breach of this Agreement; or

(d) was disclosed to the receiving Party, other than under an
obligation of confidentiality, by a Third Party who had no obligation to the
disclosing Party not to disclose such information to others.

37.

except where impracticable for necessary disclosures, for example in the event
of medical emergency, give reasonable advance notice to the other Party of such
disclosure requirement and, except to the extent inappropriate in the case of
patent applications, will use its best efforts to secure confidential treatment
of such Confidential Information required to be disclosed.

7.3 SURVIVAL. This Article 7 shall survive the termination or
expiration of this Agreement for a period of ten (10) years.

ARTICLE 8:

INTELLECTUAL PROPERTY

38.

informed of the course of patent prosecution or other proceedings relating to
the Kirin Patents in North America in the Field. In the event Kirin elects not
to prosecute a Kirin Patent application filed, or to abandon an issued Kirin
Patent in North America in the Field, Kirin shall notify Dendreon not less than
two (2) months before any relevant deadline, and thereafter Dendreon shall have
the right to pursue, at its expense and in its sole discretion, prosecution of
such Kirin Patent application or maintenance of such issued Patent. In such
event, Kirin shall promptly assign its rights therein to Dendreon.

8.4 DEFENSE AND SETTLEMENT OF THIRD PARTY CLAIMS. If a Third Party
files a claim, suit or action against a Party claiming that a Patent or other
intellectual property right owned by such Third Party is infringed by the
development, use, marketing, distribution or sale of a Kirin Product or Dendreon
Product, and such claim, suit or action (a "Claim") arises out of such Party's
practice in the Field pursuant to this Agreement, the Party against whom the
Third Party has filed such Claim ("Defending Party") will have the right to
defend against any such Claim. The other Party will assist in the defense of any
such Claim as reasonably requested by the Defending Party and at the Defending
Party's expense and may retain separate counsel at its own expense. The
Defending Party shall not settle any such Claim without the prior express
written consent of the other Party, which consent shall not be unreasonably
withheld or delayed, if such settlement would impose on such other Party the
obligation to pay any damages or would adversely affect such Party's rights.

39.

8.6 ENFORCEMENT OF PATENT RIGHTS

(a) If any Dendreon Patent or Kirin Patent in the Field is infringed
by a Third Party, the Party to this Agreement first having knowledge of such
infringement shall promptly notify the other in writing. The notice shall set
forth the facts of such infringement in reasonable detail.

(d) If a Party given the right to enforce a Kirin Patent or Dendreon
Patent pursuant to Section 8.6(b) or Section 8.6(c) fails to bring an action or
proceeding against a suspected infringer within a period of ninety (90) days
after having knowledge of such infringement in the Field, the other Party shall
have the right to bring and control an action against such infringer by counsel
of its own choice, and the non-enforcing Party shall have the right to be
represented in any such action by counsel of its own choice at its own expense.

(e) The Party controlling an action involving any infringement in
the Field shall consider in good faith the interests of the other Party in so
doing, and shall not settle or consent to an adverse judgment in any such action
which would have a material adverse effect on the rights or interests of the
other Party without the prior express written consent of such other Party. If
one Party brings any such action or proceeding, the other Party agrees to be
joined as a Party plaintiff if necessary to prosecute the action and to give the
first Party reasonable assistance and authority to file and prosecute the suit.
In each case relating to infringement within the Field, each Party shall bear
the costs of its enforcement of the Patent rights discussed in this section and
retain for its own account any amounts received from Third Parties; provided,
however, that any

40.

such recovery shall be deemed Net Revenue of the infringed Product, subject to
the royalty provisions of Article 5.

(f) The Parties shall consult regarding the institution, prosecution
and control of any action or proceeding with respect to infringement outside the
Field of any of the Dendreon Patents or Kirin Patents. In the absence of
Agreement with respect to infringement outside the Field, the Party owning the
infringed Kirin Patent or Dendreon Patent may proceed in such manner as the law
permits.

ARTICLE 9:

REPRESENTATIONS AND WARRANTIES

9.1 REPRESENTATIONS AND WARRANTIES. Each of the Parties hereby
represents and warrants as follows:

(a) This Agreement is a legal and valid obligation binding upon such
Party and enforceable in accordance with its terms. The execution, delivery and
performance of the Agreement by such Party does not conflict with any agreement,
instrument or understanding, oral or written, to which it is a Party or by which
it is bound, nor violate any law or regulation of any court, governmental body
or administrative or other agency having jurisdiction over it.

(b) Such Party has not, and during the term of the Agreement will not,
grant any right to any Third Party relating to its respective technology in
the Field licensed to the other Party hereunder which would conflict with such
rights granted to the other Party.

ARTICLE 10:

REPORTS, RECORDS AND SAMPLES

10.1 SHARING OF INFORMATION.

41.

42.

10.4 PUBLICITY REVIEW. If either Party is required by law or
regulation to make a public disclosure or announcement concerning this Agreement
or the subject matter thereof, such

43.

44.

ARTICLE 11:

TERM AND TERMINATION

45.

in North America the Dendreon Products and Licensed Kirin Products that Dendreon
was selling as of the date of such expiration.

ARTICLE 12:

INDEMNIFICATION

46.

ARTICLE 13:

MISCELLANEOUS

13.5 NO TRADEMARK RIGHTS. Except as otherwise provided herein, no
right, express or implied, is granted by the Agreement to use in any manner the
name "Dendreon" or "Kirin" or

47.

any other trade name or trademark of the other Party in connection with the
performance of the Agreement.

If to Dendreon, addressed to:

Dendreon Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: General Counsel
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇

With a copy to:

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ P.L.L.C.
One Union Square,
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇

48.

If to Kirin, addressed to:

Kirin Brewery Co., Ltd.
▇▇-▇, ▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇

Attention: General Manager
Planning Department
Pharmaceutical Division
Telephone: (▇▇)▇▇▇▇-▇▇▇▇

Facsimile: (▇▇)▇▇▇▇-▇▇▇▇

With a copy to:

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇

49.

to the evaluation of biopharmaceutical technology. Judgment upon the award
rendered may be entered in the highest state or federal court or forum, state or
federal, having jurisdiction; provided, however, that the provisions of this
Section 13.7 shall not apply to any dispute or controversy as to which any
treaty or law prohibits such arbitration. The prevailing Party shall be entitled
to reasonable attorney's fees and costs to be fixed by the arbitrators.

13.10 AMBIGUITIES. Ambiguities, if any, in this Agreement shall not be
construed against any Party, irrespective of which Party may be deemed to have
authored the ambiguous provision.

50.

License Agreement or any agreements referenced herein. For clarity, redlined
version of this Agreement, showing the changes made to the Original License
Agreement, is attached hereto as Exhibit E. No subsequent alteration, amendment,
change or addition to this Agreement shall be binding upon the Parties hereto
unless reduced to writing and signed by the respective authorized officers of
the Parties.

51.

IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate
originals by their proper officers as of the date and year first above written.

DENDREON CORPORATION KIRIN BREWERY CO., LTD.

By: By:
--------------------------- ---------------------------

Title: Title:
------------------------ -------------------------
52.

EXHIBIT A

DENDREON KNOW-HOW

(1) Clinical protocols, such as IND 6933 and the Amendment to IND 6933, which
describe the clinical protocol and manufacturing facility at the Mayo Clinic.

(2) Batch Records, such as #5022.01 for manufacture of APC 8015 using the
DACS-300 SC devices.

(3) Standard Operating Procedures related to the Batch Record, such as #1075.01,
#1095.02, #1111.01, #1142.02, #1170.02, #1175.00, #1182.01, #1187.02, #1203.00,
#1204.00, #1205.00, and 1206.02.

(4) Quality Control Testing SOP's related to the Batch Record, such as #1168.00,
#1169.00, #1170.02, #1171.00, #1172.00, #1173.00, #1174.00.

(6) Documents entitled "Dendreon/Kirin Cell Processing Center" (M.V. Peshwa
Draft 9/15/98) which describes a plan to establish a cell processing center at
NCCH.

(7) Document entitled "Dendritic Cell Clinical Trials Update" October 1, 1998 by
▇.▇. ▇▇▇▇▇▇.

EXHIBIT B

DENDREON PATENTS

STATUS OF PATENTS/APPLICATIONS LICENSED FROM DENDREON TO KIRIN

--------------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION/PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
--------------------------------------------------------------------------------------------------------------------------------

Methods for Enriching CD 34+ U.S. U.S. Patent No. 5,474,687 7636-0001 Issued 12/12/95.
Human Hematopoietic
Progenitor Cells
--------------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and U.S. U.S. Patent No. 5,663,051 7636-0001.30 Issued 9/2/97.
Method
--------------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and Canada Canadian Patent No. 2198607 7636-0001.40 Issued 4/18/00.
Method
--------------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and Japan Japanese Patent Application No. 8- 7636-0001.42 Pending.
Method 508985 1004
August 31, 1995
--------------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and Australia Australian Patent No. 700743 7636-0001.43 Issued 4/29/99.
Method
--------------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and Europe European Patent No. 778944 7636-0001.45 Issued 11/3/99.
Method
--------------------------------------------------------------------------------------------------------------------------------
Cell Separation Apparatus and New New Zealand Patent No. 292756 7636-0001.50 Issued 2/11/1999.
Method Zealand
--------------------------------------------------------------------------------------------------------------------------------
Reagent for Cell Separation U.S. U.S. Patent No. 4,927,749 7636-0002 Issued 5/22/1990.
--------------------------------------------------------------------------------------------------------------------------------
Reagent for Cell Separation Canada Canadian Patent No. 1338492 7636-0002.40 Issued 7/30/1996.
--------------------------------------------------------------------------------------------------------------------------------
Reagent for Cell Separation Japan Japanese Patent ▇▇▇▇▇▇▇ 7636-0002.42 Issued 4/18/1997.
1102
--------------------------------------------------------------------------------------------------------------------------------
Cell Separation Process U.S. U.S. Patent No. 4,927,750 7636-0003 Issued 5/22/1990.
--------------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System U.S. U.S. Patent No. 5,577,513 7636-0004 Issued 11/26/1996.
and Method
--------------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System Australia Australian Patent No. 680383 7636-0004.43 Issued 11/13/1997.
and Method
--------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION/PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
----------------------------------------------------------------------------------------------------------------------------------

Centrifugation Syringe, System Europe European Patent No. 07787954 7636-0004.45 Issued 7/15/1998.
and Method
----------------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System Canada Canadian Patent No. 292754 7636-0004.40 Issued 10/17/2000.
and Method
----------------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System Japan Japanese Application No. ▇▇▇▇▇▇▇ 7636-0004.42 Pending.
and Method
----------------------------------------------------------------------------------------------------------------------------------
Centrifugation Syringe, System New Patent No. 292754 7636-0004.50 Issued on 5/12/1999.
and Method Zealand
----------------------------------------------------------------------------------------------------------------------------------
Methods for Enriching Fetal U.S. U.S. Patent No. 5,646,004 7636-0005 Issued on 7/8/1997.
Cells from Maternal Body
Fluids
----------------------------------------------------------------------------------------------------------------------------------
Methods for Enriching Specific U.S. U.S. Patent No. 5,840,502 7636-0006 Issued on 11/24/98.
Cell-Types by Density Gradient
Centrifugation
----------------------------------------------------------------------------------------------------------------------------------
Methods for Enriching Breast U.S. U.S. Patent No. 5,648,223 7636-0007 Issued 7/15/97.
Tumor Cells
----------------------------------------------------------------------------------------------------------------------------------
Method for In Vitro Canada Canadian Application No. 2226490 7636-0008.40 Pending.
Proliferation of Dendritic Cells,
Composition Containing the Cells
Entrapped in a Three Dimensional
Matrix and Use for Immunization
----------------------------------------------------------------------------------------------------------------------------------
Methods for In vitro Japan Japanese Patent Application No. 7636-0008.42 The deadline to
Proliferation of Dendritic Cells 9506009 1703 request examination
July 12, 1996 is July 12, 2003.
----------------------------------------------------------------------------------------------------------------------------------
Method for In Vitro Australia Australian Patent No. 701943 7636-0008.43 Issued 5/27/99.
Proliferation of Dendritic
Cells, Composition Containing
the Cells Entrapped in a Three
Dimensional Matrix and Use for
Immunization
----------------------------------------------------------------------------------------------------------------------------------
Method for In Vitro Europe Application No. 96923765.0 7636-0008.45 Pending.
Proliferation of Dendritic Cells,
Composition Containing the
----------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION/PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
------------------------------------------------------------------------------------------------------------------------------------

Cells Entrapped in a Three
Dimensional Matrix and Use for
Immunization
------------------------------------------------------------------------------------------------------------------------------------
Potent Antigen Presenting Cell U.S. U.S. Patent No. 6,121,044 7636-0008 Issued 9/19/2000.
Method and Composition
------------------------------------------------------------------------------------------------------------------------------------
Cell Separation Composition U.S. U.S. Patent No. 5,789,148 7636-0009 Issued 8/4/1998.
------------------------------------------------------------------------------------------------------------------------------------
Cell Separation Composition, PCT PCT Application No. 96/19713 7636-0009.41 National stage entered
Kit and Method in Canada, Japan,
Australia, Europe and
Hong Kong.
------------------------------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Canada Canadian Application No. 7636-0009.40 Pending.
Kit and Method 2239729
------------------------------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Japan Japanese Patent Application No. 7636-0009.42 The application has
Kit and Method 9-522180 1803 been laid open on
December 11,1996 March 14, 2000 as
Japanese National
Phase PCT Laid-open
Publication No.2000-
50282. Request for
examination is due by
December 11, 2003.
------------------------------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Hong 96944310.0 7636-0009.79 Request to Record
Kit and Method Kong December 11, 1996 1805.19 published on
September 1, 2000. The
Publication Number is
1023083A.
------------------------------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Australia Australian Patent No. 707878 7636-0009.43 Issued 11/4/1999.
Kit and Method
------------------------------------------------------------------------------------------------------------------------------------
Cell Separation Composition, Europe European Application No. 7636-0009.45 Pending.
Kit and Method 96944310.0
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory U.S. U.S. Patent No. 6,080,409 7636-0010 Issued 6/27/2000.
Composition and Method
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory U.S. U.S. Patent Application No. 7636-0010.20 Abandoned.
Composition and Method 08/823,008
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory PCT PCT Application No. 96/20241 7636-0010.41 Nationals entered in
Composition and Method Canada, Japan,
Australia, Europe and
New Zealand.
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory Canada Canadian Application No. 7636-0010.40 Pending.
Composition and Method 2241373
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory Japan Japanese Patent Application No. 7636-0010.42 Application was
published on
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION/PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
------------------------------------------------------------------------------------------------------------------------------------

Composition and Method 9-524418 1905 March 7, 2000,
December 23, 2996 The deadline to
request, examination
is December 23, 2003.
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory Australia Australian Patent No. 716783 7636-0010.43 Issued 6/22/00.
Composition and Method
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory Europe European Application No. 7636-0010.45 Published.
Composition and Method 96944879.4 Pending.
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory New New Zealand Patent No. 326092 7636-0010.50 Issued 3/9/2000.
Composition and Method Zealand
------------------------------------------------------------------------------------------------------------------------------------
Immunostimulatory New New Zealand Application No. 7636-0010.50D Pending.
Composition and Method Zealand 500665
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene U.S. U.S. Patent No. 5,998,599 7636-0011.30 Issued 12/7/99.
Compositions
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene PCT PCT Application No. 97/11341 7636-0011.41 Nationals entered in
Compositions Canada, Japan,
Australia, Europe and
New Zealand.
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene Canada Canadian Application No. 7636-0011.40 Pending.
Compositions and Methods 2259337
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene Japan Japanese Application No. 10- 7636-0011.42 Pending.
Compositions and Methods 504370
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene Australia Australian Patent No. 720324 7636-0011.43 Issued 9/7/2000.
Compositions and Methods
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene Europe European Application No. 7636-0011.45 Pending.
Compositions and Methods 97931484.6
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene New New Zealand Patent No. 333563 7636-0011.50 Issued 7/28/2000.
Compositions and Methods Zealand
------------------------------------------------------------------------------------------------------------------------------------
Growth Arrest Gene U.S. U.S. Patent Application No. 7636-0012 Abandoned.
Compositions and Methods 08/800,687
------------------------------------------------------------------------------------------------------------------------------------
Cell Washing Device and PCT PCT Application No. 96/02661 7636-0012.41 Nationals entered in
Method Canada, Japan,
Hong Kong, Australia,
Europe, and New
Zealand.
------------------------------------------------------------------------------------------------------------------------------------
Cell Washing Device and Canada Canadian Application No. 7636-0012.40 Pending.
Method 2280129
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION/PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
------------------------------------------------------------------------------------------------------------------------------------

Cell Washing Device and Japan Japanese Patent Application No. 7636-0012.42 Request for
Method 10-535874 2103 Examination is due
February 13, 1998 February 13, 2005.
------------------------------------------------------------------------------------------------------------------------------------
Cell Washing Device and Hong 00102655.2 7636-0012.79 Application and
Method Kong February 13, 1998 2106 accompanying papers
has been submitted to
record application in
Hong Kong.
------------------------------------------------------------------------------------------------------------------------------------
Cell Washing Device and Australia Australian Patent No. 741086 7636-0012.43 Issued 3/7/2002.
Method
------------------------------------------------------------------------------------------------------------------------------------
Cell Washing Device and Europe European Application No. 7636-0012.45 Pending.
Method 98906333.4
------------------------------------------------------------------------------------------------------------------------------------
Cell Washing Device and New New Zealand Patent No. 337472 7636-0012.50 Issued 8/9/2001.
Method Zealand
------------------------------------------------------------------------------------------------------------------------------------
Comrposition and Method for U.S. U.S. Application No. 09/402,845, 7636-0013.10 Pending.
Producing an Immune Response filed 4/10/1998 (based on U.S.
Against Tumor-Related Antigens Provisional Application No.
60/043,301)
------------------------------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells U.S. U.S. Patent No. 5,985,656 7636-0114 (note Issued 11/16/1999.
corrected reference
number)
------------------------------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells PCT PCT Application No. 7636-0014.41 National phase entered
PCT/US92/09628 in Canada, Japan,
Australia and Europe.
------------------------------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells Canada Canadian Application No. 2124858 7636-0114.40 Pending.
------------------------------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells Japan Japanese Application No. ▇▇▇▇▇▇▇ 7636-0114.42 Pending.
------------------------------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells Australia Australian Patent No. 665042 7636-0114.43 Granted 4/2/1996.
------------------------------------------------------------------------------------------------------------------------------------
Suppressor and Progenitor Cells Europe European Patent No. 0667904 7636-0114.45 Granted 2/20/2002.
------------------------------------------------------------------------------------------------------------------------------------
Process of Making Silanized U.S. U.S. Patent No. 6,015,843 7636-0014 Issued 1/18/2000.
Colloidal Silica*
------------------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Polynucleotide U.S. U.S. Patent No. 6,194,152 7636-0015.30 Issued 2/27/2001.
and Antigen Compositions
------------------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Polynucleotide PCT PCT Application No. PCT 7636-0015.41 Nationals entered in
and Antigen Compositions 98/17058 Canada, Japan,
Australia, Europe,
New Zealand and
Hong Kong..
------------------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Canada Canadian Application No. 7636-0015.40 Pending.
Polynucleotide and Antigen 2300364
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION/PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
------------------------------------------------------------------------------------------------------------------------------------

Compositions
------------------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Japan Japanese Application No. 509830 7636-0015.42 Pending.
Polynucleotide and Antigen
Compositions
------------------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Australia Australian Application No. 7636-0015.43 Pending.
Polynucleotide and Antigen 9021898
Compositions
------------------------------------------------------------------------------------------------------------------------------------
Prostate Tumor Europe European Application No. 7636-0015.45 Pending.
Polynucleotide and Antigen 98942089
Compositions
------------------------------------------------------------------------------------------------------------------------------------
Prostate Tumor New New Zealand Application No. 7636-0015.50 Pending.
Polynucleotide and Antigen Zealand 503404
Compositions
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Application No. 7636-0015.79 Published.
Polynucleotide and Antigen Kong 107762.1
Compositions
------------------------------------------------------------------------------------------------------------------------------------
Method for Preparation and In U.S. U.S. Application No. 09/323,880, 7636-0016.10 Pending.
Vivo Adminstration of an filed 6/1/1999 (based on U.S.
Antigen Provisional Application No.
60/087764)
------------------------------------------------------------------------------------------------------------------------------------
Selective Apoptosis of U.S. U.S. Application No. 09/383,663, 7636-0019.10 Pending.
Neoplastic Cells by an HLA- filed 8/26/1999 (based on U.S.
DR Specific Monoclonal Provisional Application No.
60/098,292)
------------------------------------------------------------------------------------------------------------------------------------
Selective Apoptosis of Neoplastic U.S U.S. Application No. 09/929,209 7636-0019.31 Pending.
Cells by an HLA-DR Specific (divisional of Application No.
Monoclonal Antibody 09/383,663)
------------------------------------------------------------------------------------------------------------------------------------
Method for In Vivo T Cell Australia Australian Patent No. 710783 7636-0030.43 Issued 6/15/1995.
Activation by Antigen-Pulsed
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Method for In Vivo T Cell Canada Canadian Application No. 2192655 7636-0030.40 Pending.
Activation by Antigen-Pulsed
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Method for In Vivo T Cell Mexico Mexican Application No. 9606317 7636-0030.57 Pending.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
TITLE COUNTRY APPLICATION/PATENT ▇▇▇▇▇▇▇ REFERENCE STATUS
NUMBER NUMBER
DENDREON'S REFERENCE
NUMBER
------------------------------------------------------------------------------------------------------------------------------------

Activation by Antigen-Pulsed
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for In Vitro T Cell Japan Japanese Patent Application No. 7636-0030.42 Pending.
Activation by Antigen Pulsed 08-502392 3005
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for In Vitro T Cell Europe European Application No. 7636-0030.45 Pending.
Activation by Antigen Pulsed 95923042.6
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for In Vitro T Cell PCT PCT Application No. 7636-0030.41 Has entered national
Activation by Antigen Pulsed PCT/US95/07461 stage in Canada,
Dendritic Cells Australia, Japan,
Europe and Mexico.
------------------------------------------------------------------------------------------------------------------------------------
Methods for Using Dendritic U.S. U.S. Application No. 08/301157 7636-0041.30 Pending.
Cells to Activate T Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for In Vitro T Cell U.S. U.S. Application No. 08/575,432 7636-0057 Pending.
Activation by Antigen Pulsed
Dendritic Cells
------------------------------------------------------------------------------------------------------------------------------------
Methods for Using Dendritic U.S. U.S. Application No. 08/610,195 7636-0060 Pending.
Cells to Activate Gamma/Delta T
Cells Receptor Positive Cells
------------------------------------------------------------------------------------------------------------------------------------
Idiotype Vaccination Against B U.S. U.S. Application No. 07/493,511 7636-0064 Pending.
Cells Lymphoma
------------------------------------------------------------------------------------------------------------------------------------
Idiotype Vaccination Against Korea Korean Patent Application No. 7636-0064.52 Pending.
B-Cell Lymphoma 1992-702206 3404
March 13, 1991
------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT C

KIRIN PATENTS

[None as of the Restated Effective Date.]

EXHIBIT D

TRADEMARK RIGHTS

4. KIRIN LICENSED MARKS

The following trademarks are the subject of the foregoing license:

Word Marks:

Stylized Marks:

5. KIRIN TRADEMARK APPLICATIONS

▇▇▇▇ Application No. Application Date

6. DENDREON LICENSED MARKS

The following trademarks are the subject of the foregoing license:

Word Marks: Provenge; Mylovenge

Stylized Marks:

4. DENDREON TRADEMARK REGISTRATIONS AND APPLICATIONS.

Application Application
▇▇▇▇ No. Date
--------- ---------------------- -------------
JPO 2002-046880
Provenge (Class 5-pharmaceutical June 6, 2002
preparation)

JPO 2002-046881
Mylovenge (Class 5-pharmaceutical June 6, 2002
preparation)

7. FORMS OF AUTHORIZED USE OF KIRIN TRADEMARKS

8. FORMS OF AUTHORIZED USE OF DENDREON TRADEMARKS

Provenge(TM)
Mylovenge(TM)

EXHIBIT E
REDLINED AGREEMENT

SCHEDULE 2.5

PA 2024 MANUFACTURING TECHNOLOGY

[Illustrative flow chart has been verified by ▇▇▇▇▇▇.]

PA2024 CELL CULTURE AND HARVEST PROCESS FLOW

[GRAPHIC APPEARS HERE]

PA2024 PURIFICATION PROCESS FLOW

[GRAPHIC APPEARS HERE]

PA2024 FORMULATION AND FINAL FILL PROCESS FLOW

[GRAPHIC APPEARS HERE]

SCHEDULE 3.6

EXTRAORDINARY SUPPORT

Examples of Extraordinary Support include:

REGULATORY

Dendreon, at Kirin's request, sends one or more Dendreon employees to Japan to
assist Kirin in a meeting with the Ministry.

Dendreon, at Kirin's request, answers questions that are posed by the Ministry
relating to a Kirin Kakunin-Shinsei.

Dendreon, at Kirin's request, provides substantial documentation in a relatively
short time period to support a Kirin Kakunin-Shinsei.

MANUFACTURING

Dendreon, at Kirin's request, send one or more Dendreon employees to Japan to
inspect Kirin's cell processing center.

Dendreon, at Kirin's request, reviews and analyzes Kirin's quality control
procedures or data.

Dendreon, at Kirin's request, provides repeat training of Kirin personnel.

CLINICAL

Dendreon, at Kirin's request, sends one or more Dendreon employees to Japan to
assist Kirin in meeting of Kirin investigators.

Dendreon, at Kirin's request, reviews and analyzes Kirin clinical data.

Dendreon, at Kirin's request, on relatively short deadline, gathers and explains
Dendreon clinical data.

AMENDED AND RESTATED

COLLABORATIVE LICENSE AGREEMENT

BETWEEN

DENDREON CORPORATION

AND

KIRIN BREWERY CO., LTD.

TABLE OF CONTENTS

Page
----

ARTICLE 1: DEFINITIONS 3
1.1 "Affiliate" ................................................ 3
1.2 "Collaborative License Agreement" .......................... 3
1.3 "Controlled" or "Control" .................................. 3
1.4 "Dendreon Antigen" ......................................... 3
1.5 "Dendreon Improvement" ..................................... 3
1.6 "Dendreon Know-How" ........................................ 4
1.7 "Dendreon" PA2024 Manufacturing Technology" ................ 4
1.8 "Dendreon PA2024 Option" ................................... 4
l.9 "Dendreon Patents" ......................................... 4
1.10 "Dendreon Product" ......................................... 4
1.11 "Dendreon Technology" ...................................... 5
1.12 "Dendreon Territory" ....................................... 5
1.13 "Dendritic Cell" ........................................... 5
1.14 "Drug Approval Application" ................................ 5
1.15 "Effective Date" ........................................... 5
1.16 "Extraordinary Support" .................................... 5
1.17 "Field" .................................................... 6
1.18 "FTE" ...................................................... 6
1.19 "Information" .............................................. 6
1.20 "Joint Territory" .......................................... 6

1.21 "Kirin Antigen" ............................................ 6
1.22 "Kirin Cost" ............................................... 6
1.23 "Kirin's /(as in Kirin/Dendreon) Dendreon Term Sheet" ...... 6
1.24 "Kirin Improvements" ....................................... 6
1.25 "Kirin Know-How" ........................................... 7
1.26 "Kirin" PA2024 Manufacturing Improvements".................. 7
1.27 "Kirin PA2024 Option" ...................................... 7
1.28 "Kirin Patents" ............................................ 7
1.29 "Kirin Product" ............................................ 7
1.30 "Kirin Technology" ......................................... 7
1.31 "Kirin Territory" ......................................... 8
1.32 "Licensed Dendreon Product" ............................... 8
1.33 "Licensed Kirin Product" ................................... 8
1.34 "Manufacturing and Supply Agreement" ....................... 8
1.35 "Memorandum" ............................................... 8
1.36 "Ministry" ................................................. 8
1.37 "Net Revenue" .............................................. 8
1.38 "▇▇▇ ▇▇▇▇▇" ................................................ 9
1.39 "North America" ............................................ 9
1.40 "Option Notice" ............................................ 9
1.41 "Original License Agreement" ............................... 9
1.42 "Parties' Agreements" ...................................... 9
1.43 "Patent" ................................................. 9
1.44 "Patent Costs" ............................................. 9
1.45 "Phase II" ................................................. 9
1.46 "Product" .................................................. 10
1.47 "Reagent" .................................................. 10
1.48 "Reasonable Efforts" ....................................... 10
1.49 "Regulatory Approval" ...................................... 10
1.50 "Restated Effective Date" .................................. 10
1.51 "Scale" .................................................... 10

1.52 "Separation Devices" ....................................... 11
1.53 "Single Treatment".......................................... 11
1.54 "Sublicensee" .............................................. 11
1.55 "Steering Committee" ....................................... 11
1.56 "Third Party Royalties" .................................... 11
1.57 "Third Party" .............................................. 11
ARTICLE 2: LICENSES AND RELATED RIGHTS ................................ 11
2.1 Licenses Granted to Kirin .................................. 11
2.2 Licenses Granted to Dendreon ............................... 13
2.3 Kirin Option to License Dendreon Products................... 14
2.4 Dendreon's Option to License Kirin Products
and Kirin Improvements...................................... 16
2.5 Kirin's Option to License Dendreon PA2024 Manufacturing
Technology ................................................. 19
2.6 Notice of Development ...................................... 20
2.7 Trademark Rights............................................ 20
ARTICLE 3: MANAGEMENT ................................................. 24
3.1 The Steering Committee...................................... 24
3.2 Steering Committee Meetings ................................ 24
3.3 Decision-Making and Issue Resolution ....................... 25
3.4 Research Efforts and Expenses .............................. 25
3.5 Other Research ............................................. 26
3.6 Dendreon's Extraordinary Support to Kirin .................. 26
3.7 Improvements, Upgrades and Changes to Products and
Components ................................................. 27
ARTICLE 4: DEVELOPMENT AND MARKETING IN THE JOINT TERRITORY ........... 28
4.1 Collaborative Development and Marketing..................... 28
ARTICLE 5: FEES AND ROYALTIES ......................................... 28
5.1 Technology Transfer Fee..................................... 28
5.2 Royalties on Sales of Kirin Products........................ 29
5.3 Royalties on Sales of Licensed Dendreon Products ........... 30
5.4 Royalties on Dendreon Sales of Licensed Kirin Products ..... 30

5.5 Kirin Milestone Payments ................................... 31
5.6 Dendreon Milestone Payments ................................ 32
5.7 Payment of Royalties........................................ 32
5.8 Royalty Structure and Marketing Strategy ................... 32
5.9 Dendreon's Option Fee to Kirin ............................. 33
5.10 Payment .................................................... 34
ARTICLE 6: EQUITY INVESTMENT BY KIRIN ................................. 34
6.1 Full Performance of Equity Investment ...................... 34
ARTICLE 7: CONFIDENTIALITY ............................................ 35
7.1 Confidentiality; Exceptions................................. 35
7.2 Authorized Disclosure ...................................... 35
7.3 Survival.................................................... 36
ARTICLE 8: INTELLECTUAL PROPERTY ...................................... 36
8.1 Ownership .................................................. 36
8.2 Prosecution and Maintenance of Patents by Dendreon;
Abandonment............. ................................... 36
8.3 Prosecution and Maintenance of Patents by Kirin; Abandonment 36
8.4 Defense and Settlement of Third Party Claims ............... 37
8.5 Third Party Royalties ...................................... 37
8.6 Enforcement of Patent Rights ............................... 38
ARTICLE 9: REPRESENTATIONS AND WARRANTIES ............................. 39
9.1 Representations and Warranties.............................. 39
ARTICLE 10: REPORTS, RECORDS AND SAMPLES ............................... 39
10.1 Sharing of Information...................................... 39
10.2 Records of Net Revenue...................................... 41
10.3 Materials .................................................. 41
10.4 Publicity Review ........................................... 41
10.5 Publications ............................................... 42

10.6 Adverse Event Reporting..................................... 42
ARTICLE 11: TERM AND TERMINATION....................................... 43
11.1 Term ....................................................... 43
11.2 Termination for Breach...................................... 43
11.3 Surviving Rights............................................ 43
11.4 Non-exclusive Licenses after Expiration..................... 43
11.5 Termination Without Cause................................... 44
ARTICLE 12: INDEMNIFICATION............................................. 44
12.1 Indemnification in Kirin Territory.......................... 44
12.2 Indemnification in the Dendreon Territory .................. 44
ARTICLE 13: MISCELLANEOUS............................................... 45
13.1 Assignment.................................................. 45
13.2 Retained Rights............................................. 45
13.3 Force Majeure............................................... 45
13.4 Further Actions............................................. 45
13.5 No Trademark Rights......................................... 45
13.6 Notices .................................................... 46
13.7 Dispute Resolution.......................................... 47
13.8 Waiver ..................................................... 48
13.9 Severability................................................ 48
13.10 Ambiguities................................................. 48
13.11 Entire Agreement............................................ 48
13.12 Headings ................................................... 49
13.13 Undefined Terms............................................. 49

SCHEDULE 2.5

PA 2024 MANUFACTURING TECHNOLOGY

[Illustrative flow chart has been verified by ▇▇▇▇▇▇.]
PA2024 CELL CULTURE AND HARVEST PROCESS

[GRAPHIC APPEARS HERE]

PA2024 PURIFICATION PROCESS FLOW

[GRAPHIC APPEARS HERE]

PA2024 FORMULATION AND FINAL FILL PROCESS FLOW

[GRAPHIC APPEARS HERE]

SCHEDULE 3.6

EXTRAORDINARY SUPPORT

Examples of Extraordinary Support include:

REGULATORY

Dendreon, at Kirin's request, sends one or more Dendreon employees to Japan to
assist Kirin in a meeting with the Ministry.

Dendreon, at Kirin's request, answers questions that are posed by the Ministry
relating to a Kirin Kakunin-Shinsei.

Dendreon, at Kirin's request, provides substantial documentation in a relatively
short time period to support a Kirin Kakunin-Shinsei.

MANUFACTURING

Dendreon, at Kirin's request, send one or more Dendreon employees to Japan to
inspect Kirin's cell processing center.

Dendreon, at Kirin's request, reviews and analyzes Kirin's quality control
procedures or data.

Dendreon, at Kirin's request, provides repeat training of Kirin personnel.

CLINICAL

Dendreon, at Kirin's request, sends one or more Dendreon employees to Japan to
assist Kirin in a meeting of Kirin investigators.

Dendreon, at Kirin's request, reviews and analyzes Kirin clinical data.

Dendreon, at Kirin's request, on relatively short deadline, gathers and explains
Dendreon clinical data.

EXHIBIT 10.13 AMENDED AND RESTATED COLLABORATIVE LICENSE AGREEMENT

Document Metadata

Document Metadata

Table of Contents