EXHIBIT 10.1

PSMA SUBLICENSE AGREEMENT

BY AND BETWEEN

CYTOGEN CORPORATION

AND

NORTHWEST BIOTHERAPEUTICS INC.

DATED

AS OF

AUGUST 28, 2000

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

PSMA SUBLICENSE AGREEMENT

Dated as of August 28, 2000

CYTOGEN CORPORATION ("Cytogen"), a Delaware corporation, having its place of business at 600 College Road East, Princeton, New Jersey 08540 and NORTHWEST BIOTHERAPEUTICS INC. ("NWBio"), a Delaware corporation, having its principal place of business at 2203 Airport Way South, Suite 200, Seattle, Washington 98134, hereby agree as follows:

1. BASIS FOR AGREEMENT. The following chronology and purposes form the basis for the agreements hereunder:

1.1 MISROCK'S SPONSORSHIP OF RESEARCH ON MOAB 7E11. At the request of Dr. Gerald P. Murphy, then Director of Roswell Park Memorial Institute, Buffalo, New York, S. Leslie Misrock ("Misrock"), who subsequently founded Prostagen Inc. ("Prostagen"), financially sponsored the research of Dr. Julius S. Horoszewicz which led to the discovery of MoAb 7E11, one subclone of which is MoAb 7E11-C5 and another subclone is 7E11-C5.3 which is denominated by Cytogen as CYT-3511. The specific antibody utilized by Drs. Horoszewicz and Murphy is described in Anticancer Research, 7:927-936 (1987), entitled "Monoclonal Antibodies to a New Antigenic Marker in Epithelial Prostatic Cells and Serum of Prostatic Cancer Patients." Additionally, Misrock was responsible for Cytogen's acquisition of Horoszewicz patent rights covering MoAb 7E11 and its subclones.

1.2 SKICR'S USE OF MOAB 7E11-C5 TO ISOLATE PSMA GENE AND PROTEIN. Cytogen furnished MoAb 7E11-C5 to Drs. Ron S. Israeli, Warren D. Heston and William R. Fair at the Sloan-Kettering Institute For Cancer Research ("SKICR"), New York, New York, where these investigators isolated and characterized the gene for prostate specific membrane antigen and subsequently expressed and characterized the protein PSMA (as defined in Section 2) encoded by such gene. The research by Drs. Israeli, Heston and Fair on the isolation and characterization of the PSMA gene and protein is described in Cancer Research, 53:227-230 (1993), entitled "Cloning of a Complementary DNA Encoding a Prostate-Specific Membrane Antigen."

1.3 SKICR FILES FOR PATENT RIGHTS COVERING ITS PSMA DEVELOPMENTS. With funding from Cytogen, SKICR filed a series of United States and foreign counterpart patent applications on its PSMA developments in the names of Drs. Israeli, Heston and Fair, on one of which applications United States Patent No. 5,538,866 was granted on July 23, 1996. The `866 patent, together with all United States patent applications and foreign counterparts filed by or on behalf of SKICR covering its PSMA developments.

1.4 CYTOGEN OBTAINS AND EXERCISES OPTION TO LICENSE SKICR PATENT RIGHTS. Pursuant to the Option and License Agreement ("SKICR Agreement") effective July 1, 1993, by and between Cytogen and SKICR, Cytogen was granted the exclusive option to obtain an exclusive worldwide license to technology and patent rights relating to SKICR's

developments relating to PSMA for a term commencing July 1, 1993 and extending until six (6) months after the issuance of the first United States patent on this technology. Since the `866 patent was granted July 23, 1996, Cytogen's option extended until January 23, 1997. Cytogen has advised and represented to NWBio that it had exercised its option under the SKICR Agreement prior to December 9, 1996.

1.5 CYTOGEN SUBLICENSES PROSTAGEN. Pursuant to the PSMA Therapeutics Sublicense Agreement (as defined in Section 2) Cytogen granted to Prostagen the exclusive right and sublicense throughout the world, with the right to grant sublicenses to others, under the SKICR Patent Rights, inter alia,

(a) to develop therapeutic products utilizing PSMA, prostate specific membrane peptides ("PSMP") containing any peptide sequence appearing within the PSMA protein, mimetopes of such peptides, DNA and/or RNA of PSMA and/or PSMP and/or mimetopes thereof, for the immunotherapeutic treatment of prostate cancer; and

(b) to produce, process or otherwise manufacture or have produced, processed or otherwise manufactured, to use or have used, to sell or have sold, any products for immunotherapy of prostate cancer (1) that contain PSMA, PSMP, mimetopes thereof, the DNA and/or RNA corresponding to such protein or peptides; (2) that are either (i) covered in whole or in part by a Valid Claim in the country in which such product is made, used or sold; or (ii) manufactured by using a process that is covered in whole or in part by a Valid Claim in the country in which such process is used; or (iii) used according to a method which is covered in whole or in part by a Valid Claim in the country in which such method is used; and (3) that embody or are made in accordance with any of the SKICR Patent Rights.

1.6 TERMINATION OF PRIOR AGREEMENTS. Prostagen and NWBio entered into a PSMA Therapeutic Product Sublicense Agreement, dated July 16, 1997 and Prostagen and Northwest Clinical LLC entered into a PSMA Production Sublicense Agreement, dated July 16, 1997, both of those agreements and the PSMA Therapeutic Sublicense Agreement (as defined in Section 2) have been terminated simultaneously with the execution of this Agreement.

2. DEFINITIONS. For the purposes of this Agreement, the following terms, whether used in the singular or plural, shall have the following meanings.

2.1 AFFILIATE. The term "Affiliate" shall mean any person, corporation, company, partnership, joint venture and/or firm which controls, is controlled by, or is under common control with, a party. For purposes of this definition, "control" shall mean (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) or, if less than fifty percent (50%), the maximum percentage, as allowed by applicable law, of the stock or participating shares entitled to vote for the election of directors; and (b) in the case of noncorporate entities, direct or indirect ownership of at least fifty (50%) or, if less than fifty percent (50%), the maximum percentage, as allowed by applicable law, of the equity interest with the power to direct the management and policies of such noncorporate entity.

2.2 COMMERCIAL SALE. The term "Commercial Sale" shall mean the commercial sale of Licensed Products by NWBio.

2.3 CONTRACT PERIOD. The term "Contract Period" shall mean the period beginning with the Effective Date of the Agreement and ending upon the date on which this Agreement shall expire or terminate in accordance with the provisions of Section 8 hereof.

2.4 EFFECTIVE DATE. The term "Effective Date of this Agreement" shall mean July 18, 2000.

2.5 FDA. The term "FDA" shall mean the United States Food and Drug Administration.

2.6 IMMUNOTHERAPY. The term "immunotherapy" shall mean and collectively include those ex vivo therapeutic interventions which result in the activation and/or expression of effector cell function by B lymphocytes, T lymphocytes, NK cells, macrophages, expression of mucosal immunity, and/or passive immunity by which immune agents are generated ex vivo and transferred to a patient.

2.7 IND. The term "IND" shall mean an application for investigation of a new drug that has been submitted to the FDA pursuant to the Federal Food Drug and Cosmetic Act, as amended [Title 21, United States Code] and the regulations promulgated thereunder, or an equivalent application to another Regulatory Authority.

2.8 LICENSED PROCESSES. The term "Licensed Processes" shall mean any process for the immunotherapy of prostate cancer in patients by * including, but not limited to *, ex vivo, with a composition including PSMA and/or PSMP, and/or the mimetopes of PSMA or PSMP, and * , the use or practice of which would, but for the licenses granted herein, infringe one or more Valid Claims of an issued patent or pending patent application included in SKICR Patent Rights.

2.9 PSMA. The term "PSMA" shall mean prostate specific membrane antigen and shall include the PSMA protein described in Cancer Research, 53:227-230 (1993).

2.10 PSMP. The term "PSMP" shall mean prostate specific membrane peptides which shall include any peptide sequence appearing within the PSMA protein.

2.11 LICENSED PRODUCTS. The term "Licensed Products" shall mean products for the immunotherapy of prostate cancer which are produced by *, with a composition including PSMA and/or PSMP, and/or the mimetopes of PSMA or PSMP, and *, the manufacture, use and/or sale of which would, but

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

for the licenses granted herein, infringe one or more Valid Claims of an issued patent or pending patent application included in SKICR Patent Rights.

2.12 MAJOR MARKET. The term "Major Market" shall mean any of the United States, United Kingdom, France, Germany, Italy, Spain, Japan or Canada.

2.13 MOAB 7E11. The term "MoAb 7E11 shall mean and collectively include that certain antibody to PSMA known as MoAb 7E11-C5, which such antibody is claimed in United States Patent No 5,162,504, granted November 10, 1992, and entitled "Monoclonal Antibodies to a New Antigenic Marker in Epithelial Prostatic Cells and Serum of Prostate Cancer Patients." One subclone of MoAb 7E11 is MoAb 7E11-C5.3.

2.14 NDA. The term "NDA" shall mean either a New Drug Application and/or a Pre-Market Approval for a Licensed Product that has been submitted to the FDA pursuant to the Federal Food, Drug and Cosmetic Act, as amended [Title 21, United States Code] and the regulations promulgated thereunder or an equivalent application to another Regulatory Authority.

2.15 PHASE III CLINICAL TRIAL. The term "Phase III Clinical Trial" shall mean a pivotal random clinical trial having a sufficient number of patients to provide statistically significant results regarding safety and efficacy of a particular Licensed Product in the treatment of prostate cancer. The Phase III Clinical Trial shall be conducted pursuant to the requirements of the Federal Drug, Food and Cosmetic Act, as amended [Title 21, United States Code] and regulations promulgated thereunder, and shall commence on the first day the first patient is treated under the protocol of such Phase III Clinical Trial.

2.16 PSMA THERAPEUTICS SUBLICENSE AGREEMENT. The term "PSMA
Therapeutics Sublicense Agreement" shall mean the PSMA Therapeutics Sublicense Agreement, dated December 9, 1996, by and between Cytogen and Prostagen, and all amendments thereto.

2.17 REGULATORY APPROVAL. The term "Regulatory Approval" shall mean the approval of an NDA by a Regulatory Authority granting the rights to manufacture, market and import a therapeutic agent for use by human patients.

2.18 REGULATORY AUTHORITY. The term "Regulatory Authority" shall mean the applicable Government authority (which, in the United States, is the FDA) which is responsible for approval for manufacturing, marketing or importing a therapeutic agent in a particular country for human use.

2.19 SKICR. The term "SKICR" shall mean the Sloan-Kettering Institute for Cancer Research, a not-for-profit New York corporation, having its principal place of business at 1275 York Avenue, New York, New York 10021-6007.

2.20 SKICR AGREEMENT. The "SKICR Agreement" shall mean the Option and License Agreement effective July 1, 1993, by and between SKICR and Cytogen, and all

amendments thereto. The SKICR Agreement is annexed to be PSMA Therapeutics Sublicense Agreement as Exhibit A.

2.21 SKICR PATENT RIGHTS. The "SKICR Patent Rights" shall mean and collectively include

(a) all patentable inventions specifically pertaining to the Technological Field (1) which are subject to protection under the provisions of the Patent Act [Title 35, United States Code] and/or any foreign patent laws; (2) which were in existence on the effective date of the PSMA Therapeutics Sublicense Agreement and/or which may be made at any time during the term of that agreement at SKICR; and (3) which were legally and/or beneficially owned or otherwise controlled or licensable by Cytogen as at its election under the SKICR Agreement.

(b) any and all patents and patent applications set forth in Schedule A of the PSMA Therapeutics Sublicense Agreement and any and all existing or future divisions, continuations, continuations-in-part and renewals thereof, any and all patents which may be granted thereon, and any and all reissues and extensions thereof. Cytogen shall promptly notify NWBio of any change in the status of any patent application or patent included in Schedule A of the PSMA Therapeutics Sublicense Agreement. Any Improvements relating to the Licensed Product and/or Licensed Processes shall be included in the SKICR Patent Rights to the extent that such Improvements have been licensed to Cytogen by SKICR.

2.22 VALID CLAIM. The term "Valid Claim" with respect to any jurisdiction shall mean any claim of any duly issued patent within the SKICR Patent Rights in such jurisdiction that has not expired, lapsed or been declared invalid by a decision of a court of competent jurisdiction from which an appeal cannot be taken or in respect of which the applicable period of appeal has expired, and any claim in any then pending application for patent within the SKICR Patent Rights in such jurisdiction that has not been the subject of a rejection notice from which an appeal cannot be taken or in respect of which the applicable period of appeal has expired.

2.23 IMPROVEMENTS. The term "Improvements" shall mean any enhancement made by NWBio or its sublicensees to the SKICR Patent Rights.

2.24 NET SALES. The term "Net Sales" shall mean the * from a third party attributable to NWBio or its sublicensee's use, sale or transfer of any Licensed Product * directly attributable to such use, sale or transfer and actually allowed and borne by NWBio or its sublicensee. Such *

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

* . Whenever a product is sold in the form of a combination product containing a Licensed Product and one or more active ingredients, agents or compounds that are proprietary, either by ownership or license, to NWBio, its Affiliates or a third party (other than the Licensed Product), the Net Sales for such combination product shall be calculated by * . If, on a country by country basis, the Licensed Product and such other active ingredients, agents or compounds in the combination product are not sole separately in such country by NWBio or its sublicensees, Net Sales for purposes of determining royalties on the combination product shall be calculated by * .

2.25 TECHNOLOGICAL FIELD. The term "Technological Field" shall mean and collectively include the NWBio Operating Field and the Excluded Field, each of which terms is defined below:

2.25.1 NWBio OPERATING FIELD. The term "NWBio Operating Field" shall mean (a) the manufacture, production, purification or use of PSMA, PSMP and/or any mimetopes of PSMA or PSMP; (b) the use of the gene(s) encoding PSMA or PSMP solely for the manufacture or production of such protein or peptides; (c) the sale of PSMA, PSMP and/or mimetopes of PSMA or PSMP to NWBio's sublicensees; (d) the sale of PSMA, PSMP and/or mimetopes of PSMA or PSMP to sublicensees for ex vivo clinical use, and/or to others for non-clinical research purposes; and (e) the manufacture, production or use of Licensed Processes and/or Licensed Products; in each case for the immunotherapy of prostate cancer. The term "NWBio Operating Field" shall not include any gene therapy with PSMA and/or any PSMP or the use of the DNA or RNA encoding such proteins and/or peptides to pulse any antigen-presenting cells ex vivo.

2.25.2 EXCLUDED FIELD. The term "Excluded Field" shall mean the use of any technology and related SKICR Patent Rights for any purpose other than the NWBio Operating Field.

3. REPRESENTATIONS AND WARRANTIES. The following provisions relate to representations and warranties by the parties:

3.1 BY CYTOGEN. Prostagen represents and warrants to NWBio that all of the facts set forth in Article I of this Agreement are true and accurate, and further represents and warrants, as follows:

3.1.1 POWER TO ACT. Cytogen has all necessary corporate power to enter into and perform its obligations under this Agreement and has taken all necessary

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

corporate action under the laws of the State of Delaware and its charter and bylaws to authorize the execution and consummation of this Agreement.

3.1.2 SKICR PATENT RIGHTS. With respect to the SKICR Patent Rights,

(a) Cytogen is the exclusive licensee under and has the right to grant sublicense rights under the SKICR Patent Rights in the Technological Field, including the right to preclude unauthorized use of such SKICR Patent Rights;

(b) that the list of patents and patent applications set forth in Schedule A of the PSMA Therapeutics Sublicense Agreement represents a full and complete list of all patents and patent applications (1) which are included in the SKICR Patent Rights within the Technological Field; and (2) which were in existence as of the effective date of the PSMA Therapeutics Sublicense Agreement; and

(c) that Cytogen had no knowledge of (1) any impediment to the enforceability of any patent within the SKICR Patent Rights; or (2) any materially relevant prior art reference(s) which has not been cited in the United States Patent and Trademark Office with respect to the prosecution of any of the United States patents or patent applications within such SKICR Patent Rights.

Cytogen has not made any warranty or representation to NWBio as to the enforceability or validity of any patent within the SKICR Patent Rights.

3.1.3 [INTENTIONALLY BLANK]

3.1.4 NO LITIGATION. On the Effective Date, there is no action, suit, claim, proceeding or governmental investigation pending or threatened against Cytogen or Prostagen with respect to any of the SKICR Patent Rights, either at law or in equity, before any court or administrative agency or before any governmental department, commission, board, bureau, agency or instrumentality, whether United States or foreign, and Cytogen has no belief that there are basis or grounds for any such actions, suits or claims.

3.1.5 NO DEFAULT. On the Effective Date, Cytogen is not in default with respect to any term or provision of any agreement, charter, bylaw, mortgage, indenture, statute, rule or regulation applicable to either of them or with respect to any order, writ, injunction, decree, rule or regulation of any court or administrative agency, which will preclude the performance of its obligations under this Agreement.

3.1.6 NO MATERIAL CONTRACTS. Cytogen is not subject to any contract or agreement materially affecting any of the SKICR Patent Rights which will preclude the performance of Cytogen's obligations under this Agreement.

3.1.7 NO CONFLICTS. Neither the execution nor delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor the

fulfillment of or compliance with the terms and provisions hereof will
(a) violate any provisions of law, administrative regulation or court decree applicable to Cytogen; or (b) conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a default under the certificate of incorporation or bylaws of Cytogen, or of any agreement or instrument to which Cytogen is a party or by which Cytogen is bound.

3.1.8 NO ADVERSE ACTIVITY. During the term of this Agreement, Cytogen shall engage in no activity or omission that would adversely affect the rights of NWBio under this Agreement.

3.2 BY NWBio. NWBio represents and warrants to Cytogen, as follows:

3.2.1 POWER TO ACT. NWBio has all necessary power to enter into and perform its obligations under this Agreement and has taken all necessary action under the laws of the State of Washington and its articles of incorporation and bylaws to authorize the execution and consummation of this Agreement.

3.2.2 NO DEFAULT. NWBio is not in default with respect to any term or provision of any agreement, charter, bylaw, mortgage, indenture, statute, rule or regulation applicable to it, or with respect to any order writ, injunction, decree, rule or regulation of any court or administrative agency, which will preclude the performance of its obligations under this Agreement.

3.2.3 NO MATERIAL CONTRACTS. NWBio is not subject to any contract or agreement which will preclude the performance of NWBio obligations under this Agreement.

3.2.4 NO CONFLICTS. Neither the execution nor delivery of this Agreement, nor the consummation of the transactions herein contemplated nor the fulfillment of or compliance with the terms and provisions hereof will (a) violate any provisions of law, administrative regulation or court decree applicable to NWBio; or (b) conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a default under the articles of incorporation or bylaws of NWBio, or of any agreement or instrument to which NWBio is a party or by which it is bound.

4. LICENSES. The following provisions relate to the rights and licenses granted hereunder:

4.1 GRANT BY CYTOGEN. Subject to the terms and conditions herein contained, Cytogen hereby grants to NWBio the exclusive right and sublicense throughout the world only in the NWBio Operating Field, with the right to grant sublicenses to others,

(a) to make, have made, distribute, import, export, use and sell, and sell Licensed Products, and

(b) to practice and use Licensed Processes

embodying or made in accordance with the appropriate SKICR Patent Rights.

Nothing contained herein shall be construed as granting NWBio any right or license to practice the SKICR Patent Rights within the Excluded Field or for any purpose other than within the NWBio Operating Field.

4.2 LIMITED RIGHT TO MOAB 7E11-C5.3. To enable NWBio to utilize MoAb 7E11-C 5.3 in connection with the development, manufacturing, testing, or conducting quality control tests on Licensed Products and to practice Licensed Processes all in accordance with Section 4.1, Cytogen hereby grants NWBio the right to use MoAb 7E11-C.5.3 solely for such purposes.

4.2.1 ANTIBODY REQUIREMENTS. NWBio agrees to purchase its requirements of MoAb 7E11-C5.3 from Cytogen, and Cytogen agrees to supply NWBio requirements of MoAb 7E11-C5.3, on terms and conditions satisfactory to both Cytogen and NWBio.

4.2.2 CONTINGENT LICENSE. In the event that Cytogen is unable or unwilling to supply NWBio requirements of MoAb 7E11-C5.3, Cytogen shall, upon written request of NWBio, provide to NWBio, at no cost to NWBio, a viable sample of a hybridoma capable of producing MoAb 7E11-C5.3, and thereafter NWBio shall have the right to use the hybridoma and to produce and use MoAb 7E11-C5.3 for the purposes set forth in this Paragraph 4.2.

5. DILIGENCE. NWBio shall use reasonable commercial efforts to promptly develop, obtain Regulatory Approval for, manufacturing, marketing and selling Licensed Products. In the event that Cytogen, from time to time during the term of this Agreement, determines, in the exercise of its reasonable business discretion after interaction and discussion with NWBio, that NWBio is not using reasonable commercial efforts to develop, obtain Regulatory Approval for, manufacturing, marketing and selling Licensed Products within the United States and at least one other Major Market, then the resolution of such matter will be finally settled by binding arbitration in Seattle, Washington in accordance with the then current rules and procedures of the American Arbitration Association, by one (1) arbitrator appointed in accordance with such rules. The arbitrators shall apply the laws of the State of Washington, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim and shall have the right to grant injunctive relief. Judgment on the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof.

6. MILESTONE PAYMENTS AND ROYALTIES. The following provisions relate to milestone and royalty payments to be made by NWBio hereunder:

6.1 MILESTONE PAYMENTS. The following provisions relate to the milestone payments to be made by NWBio hereunder:

6.1.1 FIRST MILESTONE PAYMENT. Within thirty (30) days of the issuance of the first Regulatory Approval for the use of a Licensed Product in a Major Market, other than for PSMA and/or PSMP, NWBio shall pay Cytogen the sum of * .

6.1.2 FINAL MILESTONE PAYMENT. NWBio shall pay Cytogen the sum of * ; which amount shall be payable in installments in accordance with Subsections 6.5.2 and 6.5.3, each of which shall be equal to two percent (2%) of the Net Sales for the immediately preceding calendar quarter. Such installments shall commence on the last day of the month during which the first Commercial Sale transpires and continue until the earlier of (i) two (2) years or (ii) the aggregate amount of such payments * . In the event that that aggregate amount of the such payments is less than * then the amount of the final payment shall be increased so that the aggregate amount of all payments made pursuant to this Subsection 6.1.2 is equal to * . Notwithstanding anything to the contrary in this Agreement, in no event shall the * sum be fully paid by NWBio to Cytogen later than two (2) years from the first payment specified above in this Subsection 6.1.2.

6.2 MINIMUM ANNUAL PAYMENTS. During each twelve (12) month period of the Agreement commencing on the Effective Date, until the commencement of the Phase III Clinical Trial (including pro-rata the last 12 month period), NWBio agrees to pay Cytogen minimum annual payments of * per year.

6.3 ROYALTY PAYMENTS. NWBio shall, during the Contract Period, pay Cytogen a royalty of * on all Net Sales. Such payments will be paid in accordance with Subsections 6.5.2 and 6.5.3 below.

6.4 BOOKS AND RECORDS. NWBio agrees to keep adequate and complete records showing all Net Sales, with respect to which earned royalties are due Cytogen hereunder. Such records shall include all information necessary to verify the total amount and computation of earned royalties hereunder, and shall be open to inspection by Cytogen during reasonable business hours to the extent necessary to verify the amount thereof. Such inspection shall be made no more often than once each calendar year at the expense of Cytogen by an auditor appointed by Cytogen and to whom NWBio has no reasonable objection, provided that such auditor shall be under a confidentiality obligation to NWBio to reveal only that information, and only to Cytogen, necessary to verify the royalties due hereunder. In addition, such inspection shall be limited to a period not to extend beyond two (2) years after the date of the receipt by Cytogen of a report from NWBio relating to such records pursuant to Section 6.5.1. After such two
(2) year period, any such report and the records upon which such report was based shall be deemed presumptively correct.

6.5 REPORTS AND ROYALTY PAYMENTS. The following provisions relate to reports and royalty payments by NWBio:

6.5.1 REPORTS. On or before the last day of each February, May, August, and November throughout the Contract Period, NWBio shall furnish Cytogen

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

with a written report, signed by an authorized officer or agent of NWBio showing all Net Sales with respect to which earned royalties are due Cytogen hereunder.

6.5.2 ROYALTY PAYMENTS. With each such quarterly report, NWBio shall remit to Cytogen the total amount of earned royalties shown thereby to be due. All payments shall be made in lawful funds of the United States of America.

6.5.3 CURRENCY CONTROL RESTRICTIONS. In the event that NWBio is precluded from transferring royalties due Cytogen hereunder at any time during the Contract Period because NWBio has failed after due diligence to obtain the approval of such transfer from the appropriate governmental agency responsible for control of currency exchanges of a particular country in which NWBio has sold Licensed Products, then NWBio agrees (a) to deposit or to cause the deposit of such royalties to the account of Cytogen in a bank in such country designated by Cytogen; (b) to provide or to cause the providing of Cytogen with documentary evidence of such deposits; and (c) to remit or to cause remittance of such deposits to Cytogen immediately upon the subsequent approval of such transfers by such governmental agency. NWBio further agrees that the form of such depository account shall permit Cytogen to withdraw the deposited amounts at will, but shall permit NWBio to withdraw the deposited amounts solely for the purpose of remitting such amounts to Cytogen pursuant to the provisions of this Section 6.5.3.

7. PRODUCT LIABILITY DISCLAIMERS. The following provisions relate to product liability disclaimers:

7.1 PRODUCT LIABILITY DISCLAIMER BY CYTOGEN. Cytogen assumes no responsibility for the manufacturer, product specifications, end-use or provision of any Licensed Products which are manufactured or provided by or for, or sold by NWBio. All warranties in connection with such Licensed Products made or provided by NWBio shall not directly or impliedly obligate Cytogen in any manner whatsoever under such warranties or otherwise.

7.2 PRODUCT LIABILITY DISCLAIMER BY NWBio. NWBio assumes no responsibility for the manufacture or product specifications or end-use of any products which are manufactured by or for Cytogen except for the manufacture or product specifications of materials made by or for NWBio and sold to Cytogen. Any warranties in connection with such products made by Cytogen as user of such products shall nor directly or impliedly obligate NWBio.

8. TERM AND TERMINATION. The following provisions relate to the term and termination of this Agreement:

8.1 TERM. Unless sooner terminated in a manner herein provided, this Agreement shall continue in force until the expiration of the last to expire patent included in SKICR Patent Rights.

8.2 TERMINATION. This Agreement may be terminated, in whole or in part, at any time prior to the term set forth in Paragraph 8.1 hereof, as follows:

8.2.1 BY NWBio. At any time after December 31, 2000, NWBio may terminate this Agreement by giving Cytogen at least sixty (60) days notice in writing.

8.2.2 BY BREACH. In the event either party shall materially breach any of the terms, conditions or agreements contained herein to be kept, observed and performed by it, then the other party may give written notice thereof to the breaching party. If the breaching party has not cured the breach within sixty (60) days after receipt of such notice, then the non-breaching party may commence arbitration of such matter pursuant to the arbitration provisions set forth in Section 5 above.

8.2.3 BY BANKRUPTCY, INSOLVENCY OR SUSPENSION OF BUSINESS. In the event (a) NWBio on the one hand or Cytogen on the other hand shall become insolvent or shall suspend business, or shall file a voluntary petition or any answer admitting the jurisdiction of the Court and the material allegations of, or shall consent to an involuntary petition pursuant to or purporting to be pursuant to any reorganization or insolvency law of any jurisdiction, or shall make an assignment for the benefit of creditors, or shall apply for or consent to the appointment of a receiver or trustee of a substantial part of its property, and (b) no Affiliate of such party shall undertake to assume its obligations under the provisions of this Agreement within ninety
(90) days from the date on which such party becomes so disabled, then to the extent permitted by law the other party may thereafter immediately terminate this Agreement by giving written notice of termination to the disabled party.

8.3 ACCRUED RIGHTS AND OBLIGATIONS. Termination of this Agreement shall not relieve any party of any rights and obligations then accrued hereunder or which extend beyond the date of such termination. In the event that this Agreement is terminated pursuant to Sections 8.2.2 or 8.2.3 due to the breach, bankruptcy, insolvency or business suspension of Cytogen, NWBio shall have the right to use the licenses granted under this Agreement until the last to expire patent included in SKICR Patent Rights; provided, however, NWBio shall adhere to all terms and conditions, including making any payments specified herein. If the Agreement is terminated by Cytogen pursuant to the terms of this Agreement, all licenses granted to NWBio shall immediately cease and NWBio will return any and all Cytogen materials. NWBio shall have the right to sell-off any inventory of Licensed Products manufactured prior to the termination date, under the terms and conditions specified in this Agreement.

9. ASSIGNABILITY. Neither this Agreement nor any interest hereunder shall be assignable by either party without the written consent of the other, and any attempted assignment without such consent shall be null and void. For the purposes of this Section 9, a change of corporate domicile by either party hereof shall not result in an assignment of this Agreement or any interest hereunder. This Agreement shall be binding upon the successors and permitted assignees of the parties. Any such successor or permitted assignee shall be subject to the same rights and obligations as the original party hereunder.

10. EXPORT LICENSES. This Agreement is subject to any restrictions concerning the export of products or technical information from the United States which may be imposed by the

United States. Accordingly, each party agrees that it will not export directly or indirectly, any technical information acquired under this Agreement or any products utilizing any such technical information to any country for which the United States Government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the Department of Commerce or other agency of the United States Government when required by an applicable statute or regulation.

11. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions shall apply to this Agreement:

11.1 NOTICES. All notices and communications provided for hereunder shall be in writing and shall be mailed or delivered to the business address of the respective parties aforementioned, or to such other address as either party shall designate in writing to the others.

11.2 INDEPENDENT CONTRACTORS. No agency, partnership or joint venture is hereby established. Neither Cytogen nor NWBio shall enter into, or incur, or hold itself out to third parties as having authority to enter into or incur on behalf of the other party any contractual obligations, expenses or liabilities whatsoever, except as expressly provided herein.

11.3 COUNTERPARTS. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.

11.4 ENTIRE UNDERSTANDING. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof. No modifications, extensions, or waiver of any provisions hereof or any release of any right hereunder shall be valid, unless the same is in writing, contains reference to this Agreement and sets forth the plan or intention to modify same, and is consented to by all parties hereto.

11.5 HEADINGS. The headings of this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

11.6 NO IMPLIED RIGHTS. Except as expressly provided for in this Agreement, nothing contained herein shall be construed as conferring any license or other rights, by implication or estoppel, under any patent (including design patent and utility model patent) or patent application, or any copyrights, trademarks, trade names or trade dress.

11.7 NO WAIVER. The failure of either party hereto at any time or times to require performance of any provision hereof shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party hereto of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement.

11.8 PROMOTION AND ADVERTISING. Nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity or other promotional activities any name, trade name, trademark, or other designation (including any contraction, abbreviation, or simulation of any of the foregoing); and, each party hereto agrees not to use any designation of the other party in any promotional activity associated with this Agreement, or with product licensed thereunder, without the express written approval of the other party.

11.9 GOVERNING LAW. This Agreement shall be interpreted, construed, and governed in accordance with the laws of the State of Washington, without reference to conflict of laws principles.

IN WITNESS WHEREOF, the parties have each caused their respective corporate seals to be hereto affixed and duly witnessed and these present to be signed by their respective corporate officers thereunto duly authorized.

CYTOGEN CORPORATION                         NORTHWEST BIOTHERAPEUTICS INC.



By                                          By
  ---------------------------------            ---------------------------------

Title                                       Title
     ------------------------------               ------------------------------

Date:  August 28, 2000                      Date:  August 28, 2000

EXHIBIT 10.2

COLLABORATION AGREEMENT

THIS COLLABORATION AGREEMENT ("AGREEMENT") is made and entered into effective as of April 24, 2001 (the "EFFECTIVE DATE"), by and between NORTHWEST BIOTHERAPEUTICS, INC., having principal offices at 21270 23rd Dr. SE, Suite 100, Bothell, Washington 98021 ("NORTHWEST") and MEDAREX, INC., having principal offices at 707 State Road, Suite 206, Princeton, New Jersey 08540-1437, on behalf of itself and its wholly owned subsidiary, GENPHARM INTERNATIONAL, INC., with principal offices at 2350 Qume Drive, San Jose, California 95131 (collectively, "MEDAREX"). Northwest and Medarex each may be referred to herein individually as a "PARTY," or collectively as the "PARTIES."

WHEREAS, Medarex and Northwest desire to enter into a definitive agreement to collaborate to produce fully human monoclonal antibodies to certain antigen targets in order to develop and commercialize genomics-derived, antibody-based products on the terms set forth below;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

ARTICLE 1
SCOPE OF COLLABORATION; COLLABORATION ACTIVITIES

SECTION 1.1 SCOPE OF COLLABORATION. The Parties have entered into this collaboration (such collective enterprise, the "COLLABORATION") to jointly research, develop and commercialize Collaboration Products with respect to Collaboration Targets throughout the Territory as set forth in this Agreement. Any capitalized term used in this Agreement not otherwise defined herein shall have the meaning set forth on Appendix A.

SECTION 1.2 RESEARCH ACTIVITIES.

1.2.1 GENERAL. Under the direction and supervision of the Steering Committee, the Parties shall use Commercially Reasonable Efforts to conduct their respective research activities in accordance with this Agreement, each Project Plan and each Project Budget.

1.2.2 VALIDATION OF COLLABORATION TARGETS. Northwest shall provide to the Collaboration those Antigens set forth on Appendix C-1 hereto (each such Antigen shall be an "INITIAL ANTIGEN" until accepted by Medarex pursuant to the terms of this subsection 1.2.2, at which time such Initial Antigen shall be deemed a "COLLABORATION TARGET" for all purposes of this Agreement and added to Appendix C-2, which Appendix C-2 may be amended pursuant to this subsection 1.2.2 and Sections 1.7 or 5.1.2 or by the "press written agreement of Medarex and Northwest). In addition, during each of the four (4) years of the Target Entry Period, Northwest shall propose to Medarex additional Antigens (each, a "SUBSEQUENT Antigen") for evaluation by Medarex as provided in this subsection 1.2.2, until such time as Medarex has accepted one (1)

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

additional Subsequent Antigen as a Collaboration Target (in addition to the Initial Antigens and any replacements thereto pursuant to subsection (d) below) for each such year. For each Initial Antigen or Subsequent Antigen proposed by Northwest pursuant to this Agreement, Medarex may decline such target in its sole discretion if Medarex (i) is researching or developing, or has researched and developed, in collaboration with a Third Party, antibodies to such Initial Antigen or Subsequent Antigen (either alone or as part of a joint development program with a Third Party) or (ii) has previously granted to a Third Party exclusive rights with respect to such Initial Antigen or Subsequent Antigen or with respect to antibodies to such Initial Antigen or Subsequent Antigen.

(a) ANTIGEN EVALUATION MATERIALS. With respect to each Initial Antigen and each Subsequent Antigen, Northwest shall promptly develop and furnish to Medarex the following data and information ("ANTIGEN EVALUATION MATERIALS"):

(i) a written description of the applicable Antigen, including * thereof, when available;

(ii) the * and/or * for such Antigen,

(iii) * that Northwest believes in good faith to be reasonably necessary for determining whether such * ;

(iv) * data in the possession of Northwest or its Affiliates relating to such Antigen and relevant to the Collaboration-,

(v) all information regarding the * of such Antigen, the * by Northwest and its Affiliates with respect to such Antigen, and any * or otherwise) that would * the Parties' right to fully Exploit any Collaboration Products with respect thereto;

(vi) existing and available * for *;

(vii) a list of * for Antibody Products against such Antigen-,

(viii) * applicable to Antibody Products against such Antigen, to the extent known by Northwest;

(ix) any * undertaken by or on behalf of Northwest or its Affiliates with respect to the * against such Antigen;

As Filed with the Securities and Exchange Commission on August 10, 2001.

* INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(x) the * for * for the development of antibody-based products; and

(xi) * in Northwest's or its Affiliates' possession with respect to * .

(b) ADDITIONAL VALIDATION ACTIVITIES. In the event Medarex receives Antigen Evaluation Materials for a given Initial Antigen or Subsequent Antigen pursuant to Section 1.2.2(a), but does not believe such materials are sufficiently complete, the Parties shall discuss in good faith additional analyses to be performed by Northwest in order to complete the Antigen Evaluation Materials and Northwest shall use Commercially Reasonable Efforts to perform such additional analyses to the reasonable satisfaction of Medarex.

(c) EVALUATION OF COLLABORATION TARGETS.

(i) Upon receipt of the Antigen Evaluation Materials pursuant to subsection (a) above and any additional materials pursuant to subsection (b) above, Medarex shall evaluate the scientific merits of the respective Initial Antigen or Subsequent Antigen. If such evaluation reveals in the reasonable opinion of Medarex that such Initial Antigen or Subsequent Antigen is not sufficiently characterized or validated so as to permit a successful development of Collaboration Products under this Agreement, the Parties shall meet to discuss Medarex's concerns. If such concerns remain unresolved after such meeting, such Initial Antigen or Subsequent Antigen shall not become a Collaboration Target, excluded from the Collaboration and returned to Northwest, and Medarex shall have no further rights to such Initial Antigen or Subsequent Antigen under this Agreement.

(ii) Upon request of either Party, the Steering Committee shall solicit a formal patent review and opinion regarding each Collaboration Target prior to the commencement of any development activities with respect to such target. Such review shall be performed by an outside law firm selected by the Steering Committee. The costs of such formal opinion shall be * . If such review reveals that it is more likely than not that Collaboration Products developed against such Collaboration Target will be subject to claims of infringement of Patents owned by Third Parties, the Parties shall meet to discuss how to further proceed. If the Parties agree not to proceed with the identification and development of Collaboration Antibodies against such target, or if the Parties are unable to agree on whether or not to proceed, such Collaboration Target shall be excluded from the Collaboration and returned to Northwest, and Medarex shall have no further rights to such Antigen under this Agreement.

(d) REPLACEMENT OF INITIAL ANTIGENS. For each Initial Antigen and Subsequent Antigen that is excluded from the Collaboration and returned to Northwest as provided in subsection (c)(i) above and for each Collaboration Target that is excluded from the Collaboration pursuant to Section
(c)(ii) above, Northwest shall use Commercially Reasonable Efforts to propose to Medarex within ninety (90) days from the date thereof ("Replacement Period") another Initial Antigen or Subsequent Antigen for inclusion in this Agreement as a Collaboration Target, and the Parties shall proceed with the evaluation of such Initial Antigen or

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Subsequent Antigen as provided in Section 1.2.2 above. Northwest's obligation to provide new Antigens for evaluation by Medarex shall expire upon the expiration of the Target Entry Period and the Replacement Period with respect to the last Initial Antigen or Subsequent Antigen that has been returned to Northwest as provided above.

(e) ADDITIONAL COLLABORATION TARGETS. Northwest shall have the right to offer additional Antigens to the Collaboration as Collaboration Targets, by providing Medarex with any and all Antigen Evaluation Materials with respect to such Antigen and such other information and data as Medarex may request. In the event that the Parties agree to accept any such additional Antigen into the Collaboration, the Parties shall use good faith efforts to agree on a written description of such Antigen, and Appendix C-2 shall be automatically amended to include such Antigen and such description.

(f) Upon completion of the evaluation pursuant to this
Section 1.2.2 and acceptance of a Collaboration Target by Medarex, the Parties shall proceed with the Collaboration with respect to such target as provided in
Section 1.2.3 et seq. below.

1.2.3 IDENTIFICATION OF APPLICABLE ASSAYS AND SUCCESS CRITERIA.
As part of the Project Plan for a given Collaboration Target, the Steering Committee will:

(a) identify the immunogen(s) (each, an "IMMUNOGEN") to be used to enable Medarex to perform its activities pursuant to Section 1.2.5;

(b) determine which Party will be responsible for delivering the Immunogen(s) to Medarex.

(c) identify a set of assays (each, an "ASSAY") for screening Assay Candidates against such Collaboration Target;

(d) determine which Party will be responsible for delivering the Assays to the Collaboration; and

(e) establish criteria (the "ASSAY SUCCESS CRITERIA") for determining, subject to Section 1.2.6, whether an Assay Candidate should become a Collaboration Antibody; and

(f) update the description of Collaboration Target and the potential utility of Antibody Products thereto in Appendix C to more accurately reflect what Antigens, or portions thereof, are included in the Collaboration as such additional information becomes available in the course of the Collaboration.

The Steering Committee may elect to use a Third Party to provide one or more Immunogen(s) to the Collaboration. In addition, the Steering Committee may elect to have a Third Party develop and/or perform one or more of the Assays.

1.2.4 ALLOCATION OF COSTS. All costs associated with identifying Collaboration Targets, preparing and furnishing to Medarex complete Antigen Evaluation Materials with respect thereto, and creating and delivering the Immunogen(s) to Medarex (the "NORTHWEST RESEARCH ACTIVITIES") shall be borne 100% by Northwest. All costs associated with immunizing the HuMAb Mice and raising a panel of different Antibodies to the applicable Collaboration Target pursuant to the last sentence of Section 1.2.5 (the "MEDAREX RESEARCH ACTIVITIES") shall be borne * . All costs associated with developing and performing the Assays shall be borne * . The Parties acknowledge and agree that the Northwest Research Activities and the Medarex Research Activities are deemed to be and are of equal value and neither Party shall have any right to reimbursement or credit from the other Party for the cost and expenses associated with such research activities.

1.2.5 RAISING OF ANTIBODIES BY MEDAREX. The Party designated under Section 1.2.3(b) shall provide to Medarex sufficient Immunogen for each Collaboration Target to enable Medarex to perform its activities pursuant to this Section 1.2.5. Upon the delivery of such Immunogen, Medarex shall use Commercially Reasonable Efforts to immunize the HuMAb Mice and raise a panel of different Antibodies to the applicable Collaboration Target.

1.2.6 SELECTION OF ASSAY CANDIDATES; ASSAY SCREENING; SELECTION OF COLLABORATION ANTIBODIES.

(a) Medarex shall select a subset of the Antibodies raised pursuant to Section 1.2.5 to become "ASSAY CANDIDATES" by identifying those of the Antibodies that have a greater likelihood to qualify as Collaboration Antibodies. Medarex will make available to the Steering Committee such raw data and information as may be requested from time to time regarding the Antibodies raised pursuant to Section 1.2.5 and the selection criteria applied by Medarex. Subject to Section 1.2.6(b), upon review of the data presented by Medarex, the Steering Committee shall have the right to designate additional Antibodies as Assay Candidates. As set forth under the applicable Project Plan, the Parties shall run each Assay Candidate through the applicable Assays. Upon completion of the Assay screening for a given Assay Candidate, each Party will be provided with the results of such screening (including the raw data underlying such results). The Steering Committee will then determine whether the Assay Candidate has met the applicable Assay Success Criteria. Subject to Section 1.2.6(b), each Assay Candidate that meets the applicable Assay Success Criteria shall be deemed to be a "COLLABORATION ANTIBODY"; provided, however the Steering Committee may, in its sole discretion, (i) decide that an Assay Candidate that meets the Assay Success Criteria shall nonetheless not be deemed to be a Collaboration Antibody, or (ii) decide that an Assay Candidate that does not meet the Assay Success Criteria shall nonetheless be deemed to be a Collaboration Antibody.

(b) Promptly after the identification of any Assay Candidate that meets the Assay Success Criteria, Medarex shall determine whether Medarex: (i) is researching or developing, or has researched or developed, either alone or in collaboration with a Third Party, such Assay Candidate, or
(ii) has previously granted a Third Party rights with respect to such Assay Candidate (each a "Reserved Antibody"). Medarex shall inform Northwest without delay of its determination, and any Assay Candidates that are Reserved Antibodies shall not become Collaboration Antibodies, and all amounts of such Reserved Antibodies produced pursuant to

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

this Agreement %rill be destroyed. If an Assay Candidate is precluded from becoming a Collaboration Antibody under this Section 1.2.6(b), then notwithstanding Section 1.2.4 and anything herein to the contrary, Medarex:
shall bear one hundred percent (100%) of all cost associated with developing and performing Assays with respect to such Assay Candidate (i.e. pro rated over all Antibodies for which such Assay was developed and performed).

1.2.7 EFFECT OF DESIGNATION OF COLLABORATION ANTIBODIES. Any Antibody that is designated a Collaboration Antibody in accordance with Section 1.2.6 shall be exclusive to the Collaboration. Except as otherwise provided in this Agreement, once an Antibody is designated a Collaboration Antibody, * as more fully described in Section 4. 1.

1.2.8 LEAD COLLABORATION ANTIBODIES. Out of the pool of Collaboration Antibodies against a given Collaboration Target, the Steering Committee will select the Collaboration Antibody that it believes to be most promising for development and commercialization and it will then move such Collaboration Antibody into Production Process Development. Each Collaboration Antibody that is put into Production Process Development shall be deemed to be a "LEAD COLLABORATION ANTIBODY." It is understood that the Steering Committee may, over time, select more than one Lead Collaboration Antibody against a given Collaboration Target, or substitute one Lead Collaboration Antibody for another. Upon designation of each Lead Collaboration Antibody, the Parties shall commence Production Process Development for such antibody. * of Production Process Development as provided in Section 1.2.7 above; provided that if the Steering Committee elects to have Medarex perform such Production Process Development, then such fifty percent (50%) share of Production Process Development costs shall be calculated based on Medarex's Fully-Burdened Production Process Development Cost.

SECTION 1.3 PROJECT PLAN AND PROJECT BUDGET. Upon designation of a given Antigen as a Collaboration Target pursuant to Section 1.2.2, Medarex and Northwest under the direction of the Steering Committee shall jointly develop and implement a Project Plan (each a "PROJECT PLAN") and Project Budget (each a "PROJECT BUDGET") for the research, development, manufacture and commercialization of Collaboration Antibodies against such Collaboration Target. It is understood that the components of each Project Plan and Project Budget will evolve as the applicable Collaboration Antibodies move through the research, development, manufacture and commercialization life cycle.

SECTION 1.4 PERFORMANCE STANDARDS. Each Party shall perform, or cause to be performed, its respective activities hereunder in good scientific manner, and in compliance in all material respects with all Applicable Law and shall use Commercially Reasonable Efforts to (a) research, develop, file for Regulatory Approval and commercialize one or more Collaboration Products with respect to each Lead Collaboration Antibody, and (b) achieve the objectives of each Project Plan in accordance with each Project Budget, in each case, efficiently and expeditiously by allocating sufficient time, effort, equipment and skilled personnel to complete such activities successfully and promptly.

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SECTION 1.5 PRODUCT TRADEMARKS. The Parties shall develop Product Trademarks for each Collaboration Product that will be commercialized. Such Product Trademarks shall not be confusingly similar to, misleading or deceptive with respect to, or dilute any of the Trademarks owned or Controlled by either of the Parties, or any part of such Trademarks. No Party or any of its Affiliates or sublicensees shall commercialize a Collaboration Product under any Trademark other than the Product Trademarks. No Party or any of its Affiliates or sublicensees shall use in its business any Trademark that is confusingly similar to, misleading or deceptive with respect to, or dilutes any of the Product Trademarks or any other Trademarks used to identify or distinguish a Collaboration Product, or any part of the foregoing. The Steering Committee shall oversee the filing, prosecution and maintenance of all Product Trademark registrations. The * of such filing, prosecution and maintenance. Subject to Applicable Law, the label of any Collaboration Products shall include, at Northwest's sole discretion, the name of Northwest and, at Medarex's sole discretion, the name of Medarex.

SECTION 1.6 SUPPLY OF COLLABORATION PRODUCTS. Each Party shall have the right to submit to the Steering Committee a proposal for the manufacture of clinical and/or commercial supplies of Collaboration Products. The Steering Committee shall negotiate at arm's length with each Party that submits such proposal the price and other terms and conditions of such supply, and, subject to the terms of this Section 1.6, shall select one of the Parties as the manufacturer of Collaboration Products after such arm's length negotiations; provided that the terms arrived at in such negotiations shall be competitive compared to other manufacturers of antibody products in the industry. In the event that the Steering Committee determines that the terms offered by either or both Parties at the end of such negotiations are not competitive, the Steering Committee shall solicit bids from Third Party suppliers to supply the Parties' requirements thereof In any event, the Steering Committee shall use its best efforts to enter into a supply agreement with the supplier that is best able to meet the Parties' requirements, taking into consideration such factors as price, quality, capacity, quantity, reliability, timeliness and reputation.

SECTION 1.7 REVERSION OF COLLABORATION TARGETS. If, notwithstanding the Commercially Reasonable Efforts of the Parties, no Collaboration Antibodies have been designated with respect to a Collaboration Target pursuant to Section 1.2.6(a) within two (2) years, or such other period as the Parties may agree, after the immunization of the HuMAb Mice with respect to such Collaboration Target pursuant to Section 1.2.5, then (a) such Antigen shall cease to be a Collaboration Target (such Antigen, a "REVERSION TARGET"), and Appendix C shall be amended accordingly, (b) any Antibodies with respect thereto shall not become Collaboration Antibodies, (c) any Antibody Products with respect thereto shall not become Collaboration Products, and (d) any licenses granted pursuant to Article 3, with respect to such Antigen, Antibody or Antibody Product shall terminate. Promptly upon such designation, the Parties shall destroy all Antibody Products and other Biological Materials created under this Agreement with respect to such a Reversion Target.

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ARTICLE 2
OPERATION OF THE COLLABORATION

SECTION 2.1 STEERING COMMITTEE.

2.1.1 FORMATION OF STEERING COMMITTEE. The Parties shall establish a joint committee (the "STEERING COMMITTEE"), which shall oversee the research, development and commercialization activities hereunder. Each of Northwest and Medarex: shall appoint an equal number of representatives with the requisite experience and seniority to enable them to make decisions on behalf of the Parties with respect to the Collaboration. From time to time, Northwest and Medarex each may substitute any of its representatives to the Steering Committee.

2.1.2 RESPONSIBILITIES. The Steering Committee shall, in addition to its other responsibilities described in this Agreement: (a) prioritize the research, development, manufacturing and commercialization activities with respect to Collaboration Targets, Collaboration Antibodies and Collaboration Products; (b) subject to Section 1.3, allocate responsibility for such activities between Northwest and Medarex taking into consideration their relevant expertise and available resources; (c) develop and implement a strategy for researching, developing, manufacturing, obtaining and maintaining Regulatory Approvals for, and commercializing, the Collaboration Products; (d) establish such subcommittees as deemed appropriate by the Steering Committee; and (e) take such other actions as are set forth in this Article 2 or as the Parties may unanimously agree. The Steering Committee may evaluate additional technologies that may be necessary or beneficial to the Collaboration and may recommend the acquisition or in-licensing of these technologies to the Parties. Except for its ability to update the Exhibits to this Agreement as expressly permitted in this Agreement, the Steering Committee shall not have any power to amend this Agreement and will have only such powers as are specifically delegated to it hereunder

2.1.3 PROCEDURAL RULES FOR THE STEERING COMMITTEE.

(a) GENERALLY. Except as explicitly set forth in this
Section 2.1.3, the Steering Committee shall establish its own procedural rules for its operation.

(b) VOTING. The Steering Committee shall take action by unanimous consent of Northwest and Medarex, with each such Party having a single vote, irrespective of the number of representatives actually in attendance at a meeting, or by a written resolution signed by the designated representatives of each of Northwest and Medarex.

SECTION 2.2 PROGRESS REPORTS. Within thirty (30) days after the end of each calendar year, or as otherwise required by the Steering Committee, each Party shall provide to the other Party a written progress report, which shall
(a) describe any research, development or commercialization activities with respect to Collaboration Targets or Collaboration Products and any other work relating to the Collaboration Targets and Collaboration Products that it has performed, or caused to be performed, since the last such report, (b) evaluate the work performed in relation to the goals of this Agreement and the applicable Project Plan, and (c) provide such

other information as may be required by this Agreement and the applicable Project Plan or reasonably requested by the other Party relating to such activities. In addition to the progress reports provided hereunder, it is contemplated that the Parties will maintain informal communications through the Steering Committee and their day-to-day activities under this Agreement.

SECTION 2.3 DISPUTE RESOLUTION.

2.3.1 STEERING COMMITTEE; CEOs. Any dispute that may arise relating to the terms of this Agreement or the activities of the Parties hereunder shall be brought to the attention of the Steering Committee, which shall attempt in good faith to achieve a resolution. Either Party may convene a special meeting of the Steering Committee for the purpose of resolving disputes. If the Steering Committee is unable to resolve such a dispute within twenty (20) days of the first presentation of such dispute to the Steering Committee, and with respect to all other disputes, such dispute shall be referred to the Chief Executive Officers of each of the Parties (or their respective designees) who shall use their good faith efforts to mutually agree upon the proper course of action to resolve the dispute.

2.3.2 EXPERT; LITIGATION. If any dispute is not resolved by the Chief Executive Officers of the Parties (or their designees) within ten (10) business days after such dispute is referred to them pursuant to subsection 2.3.1 above, then either Party shall have the right (x) if such dispute relates to Sections 1.2.3(a), (c) or (e), 1.2.6(a) (to the extent the dispute relates to the determination of whether an Assay Candidate has met the applicable Assay Success Criteria), 1.2.8 (to the extent the dispute relates to the selection of a Lead Collaboration Antibody), or 1.3 (to the extent the dispute relates to the determination of the activities to be undertaken pursuant to a Project Plan, but not with respect to a dispute regarding which Party will perform any such activities), to refer such dispute to an Expert for expedited arbitration as set forth in subparagraphs 2.3.3 below, or (y) with respect to any other dispute, including with respect to a Party's interpretation of, or any allegation of breach of, this Agreement, to litigate such dispute in accordance with Section 11.5 or to pursue such other dispute resolution mechanism as the Parties may agree.

2.3.3 EXPERT PROCEEDINGS.

(a) With respect to disputes under subparagraph (x) above that are not resolved by the Chief Executive Officers of the Parties (or their designees) pursuant to Section 2.3.1, upon written request by either Party to the other Party, the Parties shall promptly negotiate in good faith to appoint a mutually acceptable disinterested, conflict-free individual not affiliated with either Party, with scientific, technical and regulatory experience with respect to the development of antibody-based products necessary to resolve such dispute (an "Expert"). If the Parties are not able to agree within five (5) days after the receipt by a Party of the written request in the immediately preceding sentence, the CPR Institute for Dispute Resolution shall be responsible for selecting an Expert within seven (7) days of being approached by a Party. The fees and costs of the Expert and the CPR Institute for Dispute Resolution shall be shared equally (50%) by the Parties.

(b) Within fifteen (15) days after the designation of the Expert, the Parties shall each simultaneously submit to the Expert and one another a written statement of their respective positions on such disagreement. Each Party shall have five (5) days from receipt of the other Party's submission to submit a written response thereto, which shall include any scientific and technical information in support thereof. The Expert shall have the right to meet with the Parties, either alone or together, as necessary to make a determination.

(c) No later than thirty (30) days after the designation of the Expert, the Expert shall make a determination by selecting the resolution proposed by one of the Parties that as a whole is the most fair and reasonable to the Parties in light of the totality of the circumstances and shall provide the Parties with a written statement setting forth the basis of the determination in connection therewith. The decision of the Expert shall be final and conclusive, absent manifest error.

ARTICLE 3
GRANT OF RIGHTS

SECTION 3.1 LICENSE GRANTS FOR COLLABORATION ACTIVITIES.

3.1.1 MEDAREX GRANT. Subject to Section 3.3 and the other terms and conditions of this Agreement, Medarex hereby grants to Northwest and its Affiliates a co-exclusive (with Medarex and its Affiliates), fully-paid, royalty-free license, with the right to sublicense solely as provided in Sections 3.3.5 and 3.4, under the Medarex Technology and the Collaboration Technology, in each case to (a) perform Northwest's activities under Section 1.2, and (b) jointly Exploit the Collaboration Products in accordance with this Agreement.

3.1.2 NORTHWEST GRANT. Subject to the terms and conditions of this Agreement, Northwest hereby grants to Medarex and its Affiliates a co-exclusive (with Northwest and its Affiliates), fully-paid, royalty-free license, with the right to sublicense solely as provided in Section 3.4, under the Northwest Technology and the Collaboration Technology, in each case to (a) perform Medarex's activities under Section 1.2, and (b) jointly Exploit the Collaboration Products in accordance with this Agreement.

SECTION 3.2 PRODUCT TRADEMARKS FOR COLLABORATION PRODUCTS.

3.2.1 MEDAREX GRANT. Subject to the terms and conditions of this Agreement, Medarex hereby grants to Northwest and its Affiliates a royalty free, fully paid, co-exclusive (with Medarex and its Affiliates), fully-paid, royalty-free license, with the right to sublicense solely as provided in Section 3.4, to use the Product Trademarks to Exploit the Collaboration Products in accordance with this Agreement.

3.2.2 NORTHWEST GRANT. Subject to the terms and conditions of this Agreement, Northwest hereby grants to Medarex and its Affiliates a royalty free, fully paid, co-exclusive (with Northwest and its Affiliates), fully-paid, royalty-free license, with the right to sublicense solely as provided in Section 3.4, to use the Product Trademarks to Exploit the Collaboration Products in accordance with this Agreement.

SECTION 3.3 EXCLUSIVITY, RESERVED RIGHTS AND PRE-EXISTING GRANTS.

3.3.1 ANTIGEN EXCLUSIVITY. Subject to Sections 3.3.2 and 3.3.4, the Parties acknowledge and agree that this Collaboration shall be exclusive with respect to the Collaboration Targets and that no Party shall engage, directly or indirectly, on behalf of itself or any other party, in the research, development, commercialization or other Exploitation of antibody-based products with respect to any Collaboration Target other than the Collaboration Products and Unilateral Products as provided in this Agreement and any related agreements between the Parties.

3.3.2 RESEARCH AND COMMERCIALIZATION AGREEMENTS. Medarex shall have the right to (a) grant licenses and other rights to other parties, under the Medarex Technology for such parties to Exploit Antibody Products (but not Collaboration Products) with respect to Antigens, including Collaboration Targets, (b) transfer Medarex Know-How to such parties in connection therewith, including by providing instruction with respect to the use and immunization of HuMAb Mice and assistance with respect to the Mice-Related Technology, (c) develop production processes for, and manufacture, such Antibody Products, and
(d) receive license fees, milestone payments, royalties and other remuneration in connection therewith, but, in connection with clause (a), (b), (c) or (d) above, not to otherwise actively participate in the clinical development or commercialization of such Antibody Products by such parties (each agreement with respect to the foregoing, a "Research and Commercialization Agreement").

3.3.3 RETAINED RIGHTS.

(a) OTHER ANTIGENS. Notwithstanding anything in this Agreement to the contrary, each Party does hereby retain the right to (i) enter into collaborations with, and to grant licenses and other rights under its respective Technology to, Third Parties to Exploit Antibody Products with respect to Antigens other than Collaboration Targets, and/or (ii) independently Exploit Antibody Products with respect to Antigens other than Collaboration Targets; provided that Northwest's rights under this subsection (a) shall become effective only after all eight (8) Collaboration Targets have been evaluated and accepted as provided in Section 1.2.2.

(b) NON-ANTIBODY PRODUCTS. Notwithstanding anything in this Agreement to the contrary, each Party does hereby retain the right to (i) enter into collaborations with, and to grant licenses and other rights under its respective Technology (other than Collaboration Technology, which shall be governed by Section 7.1.5) to, Third Parties to Exploit products other than antibody-based products with respect to Collaboration Targets without use or reference to the other Party's technology, and/or (ii) independently Exploit products other than antibody-based products with respect to Collaboration Targets.

3.3.4 EXISTING GRANTS. The Parties further acknowledge and agree that pursuant to the Cross-License Agreement, Medarex has granted a non-exclusive license under certain Medarex Patents to Exploit Antibody Products, including Collaboration Products, `With respect to Antigens, including the Collaboration Targets, in the Territory.

3.3.5 CROSS LICENSE AGREEMENT. The Cross-License Agreement prohibits Medarex from granting commercialization rights to the same Antibody Product, whether by license or sublicense, under certain Medarex Technology to more than one party in a territory. The Parties shall structure their respective commercialization rights in each country in the Territory, in accordance with this Section 3.3.5, so as to comply with the requirements of the Cross-License Agreement and shall use good faith efforts to ensure that any such structure preserves the intended economic benefits of the Collaboration to the Parties.

(a) So long as the Cross-License Agreement is in effect, if the Steering Committee desires to grant a sublicense with respect to commercialization of a Collaboration Product pursuant to Section 3.4, then the Steering Committee shall provide Medarex with written notice thereof, which shall set forth in reasonable detail the terms and conditions of such sublicense, the Medarex Technology and Collaboration Product involved, and the identity of the proposed sublicensee. Upon receipt of such notice, Medarex shall make a good faith determination as to whether such Medarex Technology is subject to the sublicense restrictions contained in the Cross-License Agreement.

(b) To the extent that Medarex determines that such Medarex Technology is not subject to the sublicense restrictions contained in the Cross-License Agreement, Medarex shall so notify the Steering Committee in writing and the Collaboration thereafter shall have the right to grant such sublicense, subject to Section 3.4.

(c) To the extent that Medarex determines that all or part of such Medarex Technology is subject to the sublicense restrictions contained in the Cross-License Agreement, Medarex shall so notify the Steering Committee in writing. The Parties shall then meet to discuss in good faith how to proceed in order to optimize the commercialization of the applicable Collaboration Product hereunder while complying with the requirements of the Cross-License Agreement.

SECTION 3.4 SUBLICENSES. Subject to Section 3.3.5, each Party shall have the right to grant to Third Parties sublicenses under the licenses granted in Sections 3.1 and 3.2 only with the prior written consent of the Steering Committee, not to be unreasonably withheld or delayed; provided, however, that the grant of any such sublicense shall not relieve the sublicensing Party of its obligations under this Agreement. With respect to any proposed sublicense, the sublicensing Party shall provide the Steering Committee with written notice setting forth in reasonable detail the nature of such sublicense and the identity of the sublicensee.

SECTION 3.5 LICENSE LIMITATIONS. Each Party hereby covenants to the other Party that neither such first Party nor any of its Affiliates, licensees or sublicensees shall use or practice the Technology of such other Party (other than the Collaboration Technology, which shall be governed by Section 7.1.5), directly or indirectly, on behalf of itself or any other party, for any purpose other than as permitted under Section 3.1 and in particular, but without limiting the generality of the foregoing, for any research, development, commercialization or other Exploitation of an Antibody Product or any other product or method, other than a Collaboration Product or a Unilateral Product as provided hereunder.

SECTION 3.6 NO OTHER RIGHTS. For the avoidance of doubt, Medarex: and its Affiliates shall have no right, express or implied, with respect to the Northwest Technology and Northwest and its Affiliates shall have no right, express or implied, with respect to the Medarex Technology, in each case except as expressly provided in Section 3.1.

ARTICLE 4
FINANCIAL PROVISIONS

SECTION 4.1 PROFIT AND EXPENSE ALLOCATION WITH RESPECT TO COLLABORATION PRODUCTS.

4.1.1 NET PROFITS AND NET LOSSES. Except as otherwise provided in this Agreement, * , as applicable, with respect to the Collaboration Products, as set forth in this Section. Within thirty (30) days after the end of each calendar quarter in which Net Profits or Net Losses are recognized with respect to a Collaboration Product, each Party shall provide the other Party with a statement detailing its Net Profits or Net Losses for such Collaboration Product for such calendar quarter on a country-by-country basis, which statement shall set forth in reasonable detail any Net Sales by such Party or its Affiliates, any Commercialization Expenses and any Other Operating (Income)/Expense, including a detailed breakdown of the components of the foregoing, with respect to such Collaboration Product, provided that such Commercialization Expenses (including the components thereof) may not exceed (or be projected to exceed) the amount set forth in the applicable Project Budget with respect to the commercialization activities set forth in the applicable Project Plan by more than ten percent (10%) without the approval of the Steering Committee ("AUTHORIZED COMMERCIALIZATION EXPENSES"). Within forty-five (45) days after the end of each calendar quarter, the Parties shall make payments to one another so that * , as applicable, for such calendar quarter for each Collaboration Product.

4.1.2 RESEARCH AND DEVELOPMENT EXPENSES. Except as otherwise provided in this Agreement, * of all Authorized R&D Expenses (as defined below) incurred by or on behalf of the Parties in connection with their activities other than the Northwest Research Activities and the Medarex Research Activities. Within thirty (30) days after the end of each calendar quarter, each Party shall furnish the Steering Committee with a statement (a) detailing the costs and expenses actually incurred in connection with the research and development activities (including Phase IV and any other post-Regulatory Approval research and development activities) performed by or on behalf of such Party during such calendar quarter, provided that such costs or expenses may not exceed (or be projected to exceed) the amounts set forth in the relevant Project Budget with respect to such research and development activities by more than ten percent (10%) without the approval of the Steering Committee (the "AUTHORIZED R&D EXPENSES") and (b) comparing such expenses to date with the projections set forth in the Project Budget. Within forty-five (45) days after the end of each calendar quarter, Medarex and Northwest shall make payments to one another so that * of the total Authorized R&D Expenses for such calendar quarter.

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SECTION 4.2 PAYMENT METHOD. All amounts due by one Party hereunder shall be paid in U.S. dollars by wire transfer in immediately available funds to an account designated by the receiving Party. Any payments or portions thereof due hereunder which are not paid on the date such payments are due under this Agreement shall bear interest at a rate equal to the lesser of the prime rate as published in The Wall Street Journal, Eastern Edition, on the first day of each calendar quarter in which such payments are overdue, plus two percentage points, or the maximum rate permitted by law, calculated on the number of days such payment is delinquent, compounded monthly.

SECTION 4.3 CURRENCY; FOREIGN PAYMENTS. If any currency conversion shall be required in connection with any payment hereunder, such conversion shall be made by using the exchange rate for the purchase of U.S. dollars as published in The Wall Street Journal, Eastern Edition, on the last business day of the calendar quarter to which such payments relate. If at any time legal restrictions prevent the prompt remittance of any Net Profits with respect to Net Sales in any jurisdiction, the applicable Party may notify the other and make such payments by depositing the amount thereof in local currency in a bank account or other depository in such country in the name of the receiving Party or its designee, and such Party shall have no further obligations under this Agreement with respect thereto.

SECTION 4.4 TAXES. A Party may deduct from any amounts it is required to pay pursuant to this Agreement an amount equal to that withheld for or due on account of any taxes (other than taxes imposed on or measured by net income) or similar governmental charge imposed by a jurisdiction other than the United States ("WITHHOLDING TAXES"). At the receiving Party's request, the paying Party shall provide the receiving Party a certificate evidencing payment of any Withholding Taxes hereunder and shall reasonably assist the receiving Party, at the receiving Party's expense, to obtain the benefit of any applicable tax treaty.

SECTION 4.5 RECORDS RETENTION; AUDIT.

4.5.1 RECORD RETENTION. Each Party shall maintain (and shall ensure that its Affiliates and sublicensees shall maintain) complete and accurate books, records and accounts that fairly reflect their respective (a) Authorized R&D Expenses, Authorized Commercialization Expenses, Other Operating (Income)/Expenses, any costs and expenses reimbursable under Article 7, and any other costs and expenses reimbursable or otherwise shared by the Parties hereunder (collectively, the "COLLABORATION EXPENSES"), and (b) Net Sales of Collaboration Products and Net Profits and Net Losses with respect to Collaboration Products, in each case in sufficient detail to confirm the accuracy of any payments required hereunder and in accordance with GAAP, which books, records and accounts shall be retained by such party until the later of
(i) three (3) years after the end of the period to which such books, records and accounts pertain, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law.

4.5.2 AUDIT. Each Party shall have the right to have an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to the audited Party, to have access during normal business hours, and upon reasonable prior written notice, to

such of the records of the other Party (and its Affiliates and sublicensees) as may be reasonably necessary to verify the accuracy of such Collaboration Expenses, Net Sales, or Net Profits or Net Losses, as applicable, for any calendar quarter ending not more than thirty-six (36) months prior to the date of such request; provided, however, that neither Party shall have the right to conduct more than one such audit in any twelve (12)-month period. The accounting firm shall disclose to each Party whether such Collaboration Expenses, Net Sales, or Net Profits or Net Losses, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the requesting Party. The requesting Party shall bear the cost of such audit unless the audit reveals a variance of more than five percent (5%) from the reported results, in which case the audited Party shall bear the cost of the audit. The results of such accounting firm shall be final, absent manifest error.

4.5.3 PAYMENT OF ADDITIONAL AMOUNTS. If, based on the results of such audit, additional payments are owed by a Party under this Agreement, such Party shall make such additional payments, with interest from the date originally due at the rate of * per month, within sixty (60) days after the date on which such accounting firm's written report is delivered to such Party.

4.5.4 CONFIDENTIALITY. The auditing Party shall treat all information subject to review under this Section 4.5 in accordance with the confidentiality provisions of Article 6 and shall cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such firm to maintain all such financial information in confidence pursuant to such confidentiality agreement.

ARTICLE 5
UNILATERAL AND THIRD PARTY DEVELOPMENT AND COMMERCIALIZATION

SECTION 5.1 UNILATERAL DEVELOPMENT AND COMMERCIALIZATION.

5.1.1 OPTING-OUT BY A PARTY. Each Party (i.e., Medarex, on the one hand, and Northwest, on the other hand) (the "OPTING-OUT PARTY") shall have the right, on thirty (30) days' written notice to the other (an "OPT-OUT NOTICE"), to elect not to proceed with the research, development and commercialization ("OPT-OUT") of all Collaboration Products with respect to a given Collaboration Target, provided that such Party shall * associated with the research and development activities with respect to such Collaboration Product(s) that such Party has committed to in the applicable Project Budget as necessary to complete that phase of research and development (e.g., toxicology studies in support of an IND or Phase I, Phase II or Phase III studies) that was under way when such Party Opted-Out. By way of clarification, if a Party Opts-Out of a Collaboration Product with respect to a Collaboration Target, such Party will be deemed to have Opted-Out with respect to all Antibody Products with respect to the same Collaboration Target.

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5.1.2 RIGHTS AND OBLIGATIONS OF PARTIES WITH RESPECT TO UNILATERAL PRODUCTS.

(a) UNILATERAL DEVELOPMENT AND COMMERCIALIZATION. Upon receipt by a Party of an Opt-Out Notice, the receiving Party shall have the right, on written notice to the Opting-Out Party within thirty (30) days following receipt of the Opt-Out Notice (an "ELECTION NOTICE"), to proceed unilaterally with the research, development and commercialization of all Collaboration Antibodies to the applicable Collaboration Target (each, a "UNILATERAL PRODUCT") pursuant to the separate agreement with the Opting-Out Party attached hereto as Appendix D-1 or Appendix D-2, as applicable (each, a "UNILATERAL DEVELOPMENT AND COMMERCIALIZATION AGREEMENT"). Upon receipt by Medarex of an Election Notice from Northwest with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appendix D-1 shall be automatically amended to include such Collaboration Target and any Antibody Products with respect thereto. Upon receipt by Northwest of an Election Notice from Medarex with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appendix D-2 shall be automatically amended to include such Collaboration Target and any Antibody Products with respect thereto. Upon such amendment of a Unilateral Development and Commercialization Agreement pursuant to this Section 5.1.2, the applicable Antigen shall cease to be a Collaboration Target and Appendix Q shall be amended accordingly, and any licenses granted pursuant to Article 3, with respect to such Antigen and any Antibodies and Antibody Products with respect thereto, shall terminate. The Parties shall work together to ensure a smooth and orderly transition of the Unilateral Products to the non-Opting-Out Party, including the assignment of any contracts with respect to the Exploitation of such Unilateral Products to the non-Opting-Out Party, and the assumption by the non-Opting-Out Party of any obligations thereunder. Except for the obligations provided for in Section 5.1.1, the Opting-Out Party shall have (x) no further financial obligation to support or otherwise fund any additional efforts in respect of such Unilateral Product, and (y) no obligation, responsibility, or authority regarding such additional efforts in respect of such Unilateral Product. In the event that neither Party elects to proceed with the research, development or commercialization of any Collaboration Product with respect to a Collaboration Target, the rights and obligations of the Parties with respect to such Collaboration Target shall be governed by Sections 5.2 and 5.3.

(b) OPT-OUT OF UNILATERAL PRODUCTS. If, at any time, the non-Opting Out Party elects to Opt-Out of all Unilateral Products with respect to a Unilateral Target (as defined in the applicable Unilateral Development and Commercialization Agreement) pursuant to such Unilateral Development and Commercialization Agreement and the other Party does not elect to proceed unilaterally with the research, development and commercialization of such Unilateral Products, all such Unilateral Products shall become Dormant Products pursuant to Section 5.3 and the non-Opting Out Party shall, without any additional consideration, assign fifty percent (50%) of its right, title and interest in and to any Product Trademark and all Regulatory Documentation with respect to such Unilateral Products, including any Regulatory Approvals and applications therefor (but excluding any Regulatory Documentation comprising Production Process Technology, including any drug master file), to the other Party.

SECTION 5.2 THIRD-PARTY RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF COLLABORATION PRODUCTS. The Parties shall have the right, at any time with respect to a Collaboration Product, to license to Third Parties rights with respect to the research, development, manufacture or commercialization of such Collaboration Product on such terms and conditions as the Parties may mutually agree; provided that (a) any such sublicense with respect to the Medarex Technology shall be governed by the procedures set forth in Sections 3.3.5 and 3.4; and (b) any disputes between the Parties as to whether or not to grant such a license shall not be subject to litigation or any other Third Party dispute resolution mechanism.

SECTION 5.3 DORMANT PRODUCTS. If the Parties do not elect to proceed with the research, development or commercialization of a particular Collaboration Product with respect to a Collaboration Target, and the Parties have not licensed rights to such Collaboration Product to a Third Party pursuant, to Section 5.2 that would be inconsistent therewith, (each, a "DORMANT PRODUCT") either Party shall have the right at any time, subject to Section 3.3, to bring such Collaboration Product to the Steering Committee to discuss whether to initiate or reinitiate the research, development or commercialization of such Dormant Product. The initiating Party shall specify the reasons for proposing to initiate or reinitiate, such research, development or commercialization. If, within thirty (30) days after the receipt of such notice, the other Party fails to notify the interested Party in writing that it wishes to participate in the research, development or commercialization of such Dormant Product, then the interested Party shall have the right to pursue research, development or commercialization of such Dormant Product as a Unilateral Product pursuant to
Section 5.1, provided that no Collaboration Product with respect to the same Collaboration Target as such Dormant Product is being Exploited under this Agreement or by the other Party under a Unilateral Development and Commercialization Agreement.

ARTICLE 6
CONFIDENTIALITY

SECTION 6.1 DEFINITION. "Confidential Information" of a Party shall mean all information and know-how and any tangible embodiments thereof provided by or on behalf of such Party to the other Party either in connection with the discussions and negotiations pertaining to this Agreement or in the course of performing this Agreement, including data; knowledge; practices; processes; ideas; research plans, engineering designs and drawings, research data, manufacturing processes and techniques; scientific, manufacturing, marketing and business plans; and financial and personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business. For purposes of this Agreement, notwithstanding the Party that disclosed such information or know-how, all Northwest Know-How and all information or know-how with respect thereto, shall be Confidential Information of Northwest and all Medarex Know-How, including all Mice-Related Know-How and all Production Process Know-How, and all information and know-how with respect thereto, shall be Confidential Information of Medarex.

SECTION 6.2 EXCLUSIONS. Notwithstanding the foregoing, information or know-how of a Party shall not be deemed Confidential Information with respect to a receiving Party for purposes of this Agreement if such information or know-how:

(a) was already known to the receiving Party or its Affiliates, other than under an obligation of confidentiality or non-use, at the time of disclosure to, or, with respect to Know-How, discovery or development by, such receiving Party;

(b) was generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or was otherwise part of the public domain, at the time of its disclosure to, or, with respect to Know-How, discovery or development by, such receiving Party;

(c) became generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or otherwise became part of the public domain, after its disclosure to, or, with respect to Know-How, discovery or development by, such receiving Party through no fault of a Party other than the Party that Controls such information and know-how;

(d) was disclosed to such receiving Party or its Affiliates, other than under an obligation of confidentiality or non-use, by a third party who had no obligation to the Party that Controls such information and know-how not to disclose such information or know-how to others; or

(e) was independently discovered or developed by such receiving Party or its Affiliates, as evidenced by their written records, without the use of, and by personnel who had not access to, Confidential Information belonging to the Party that Controls such information and know-how.

Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of a Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of such Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of a Party merely because individual elements of such Confidential Information are in the public domain or in the possession of such Party unless the combination and its principles are in the public domain or in the possession of such Party.

SECTION 6.3 DISCLOSURE AND USE RESTRICTION. Except as expressly provided herein, the Parties agree that, for the Term and for five (5) years thereafter, each Party and its Affiliates and sublicensees shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except for the purposes contemplated by this Agreement any Confidential Information of the other Party, its Affiliates or sublicensees.

SECTION 6.4 AUTHORIZED DISCLOSURE. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:

6.4.1 REQUIRED BY GOVERNMENTAL ORDER. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction; provided, however that such Party shall first have given notice to such other Party and given such other Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;

6.4.2 REQUIRED BY LAW. Otherwise required by law; provided, however, that the disclosing Party shall provide such other Party with notice of such disclosure in advance thereof to the extent practicable;

6.4.3 REQUIRED BY REGULATORY AUTHORITY. Made by such Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information;

6.4.4 REQUIRED BY AGREEMENT. Made by such Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, research parties, employees, consultants, representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 6; or

6.4.5 REQUIRED BY CERTAIN THIRD PARTIES. Made by such Party to existing or potential acquirers or merger candidates; existing or potential pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 6. Notwithstanding this Section 6.4.5, neither Party shall disclose any item of the other Party's Confidential Information to any existing or potential acquirer or merger partner that is substantially involved in the Exploitation of Antibodies or Antibody Products without first providing such other Party with reasonable advance written notice of each such disclosure.

SECTION 6.5 USE OF NAME. Each Party may use the name, insignia, symbol, trademark, trade name or logotype of the other Party only (a) in connection with announcements and other permitted disclosures relating to this Agreement and the activities contemplated hereby, (b) as required by Applicable Law, and (c) otherwise as agreed in writing by such other Party.

SECTION 6.6 PRESS RELEASES. Press releases or other similar public communication by either Party relating to this Agreement, shall be approved in advance by the other Party, which approval shall not be unreasonably withheld or delayed, except for those communications required by Applicable Law (which shall be provided to the other Party as soon as practicable after the release or communication thereof), disclosures of information for which consent has previously been obtained, and information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each of which shall not require advance approval.

SECTION 6.7 PUBLICATIONS. The Parties acknowledge that scientific lead-time is a key element of the value of the research and development activities under the Collaboration and further agree that scientific publications must be strictly monitored to prevent any adverse effect from premature publication of results of the research or development activities hereunder. At least sixty (60) days prior to submission of any material related to the research or development activities hereunder for publication or presentation, the submitting Party shall provide to the other Party a draft of such material for its review and comment. The receiving Party shall provide any comments to the submitting Party within sixty (60) days of receipt of such materials. No publication or presentation with respect to the research or development activities hereunder shall be made unless and until the other Party's comments on the proposed publication or presentation have been addressed and changes have been agreed upon and any information determined by the other Party to be Confidential Information has been removed. If requested in writing by the other Party, the submitting Party shall withhold material from submission for publication or presentation for an additional sixty (60) days to allow for the filing of a patent application or the taking of such measures to establish and preserve proprietary rights in the information in the material being submitted for publication or presentation.

ARTICLE 7
INTELLECTUAL PROPERTY

SECTION 7.1 INTELLECTUAL PROPERTY OWNERSHIP.

7.1.1 OWNERSHIP OF MEDAREX TECHNOLOGY. Subject to the license grants to Northwest under Article 3, as between the Parties, Medarex shall own and retain all right, title and interest in and to any and all: (a) Information and Inventions that are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, by or on behalf of Medarex (or its Affiliates or its licensees or sublicensees (other than Northwest and its Affiliates)), whether or not patented or patentable, and any and all Patent and other intellectual property rights with respect thereto, except to the extent that any such Information and Inventions, or any Patent or other intellectual property rights with respect thereto, are Collaboration Technology; (b) other Information and Inventions, and Patent and other intellectual property rights that are Controlled (other than pursuant to the license grants set forth in Article 3) by Medarex, its Affiliates or its licensees or sublicensees (other than Northwest), and (c) other Medarex Technology.

7.1.2 OWNERSHIP OF NORTHWEST TECHNOLOGY. Subject to Section 7.1.3 and the license grants to Medarex under Article 3, as between the Parties, Northwest shall own and retain

all right, title and interest in and to any and all: (a) Information and Inventions that are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, by or on behalf of Northwest (or its Affiliates or its licensees or sublicensees (other than Medarex and its Affiliates)), whether or not patented or patentable, and any and all Patent and other intellectual property rights with respect thereto, except to the extent that any such Information and Inventions, or any Patent or other intellectual property rights with respect thereto, are Collaboration Technology or Mice Materials or Mice-Related Technology, (b) other Information and Inventions, and Patent and other intellectual property rights that are Controlled (other than pursuant to the license grants set forth in Article 3) by Northwest, its Affiliates or its licensees or sublicensees (other than Medarex); and (c) other Northwest Technology.

7.1.3 OWNERSHIP OF MICE-RELATED TECHNOLOGY. Subject to the license grants to Northwest under Article 3, as between the Parties, Medarex shall own and retain all right, title and interest in and to all Mice Materials and Mice-Related Technology, including any and all information and Inventions with respect to the Mice Materials or the Mice-Related Technology (including any Improvements thereto) that are conceived; discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, by or on behalf of Northwest, its Affiliates or its licensees or sublicensees (other than Medarex and its Affiliates), whether or not patented or patentable, and any and all Patent and other intellectual property rights with respect thereto. Northwest acknowledges and agrees that (a) the licenses granted to it pursuant to Article 3 permit Northwest to use Mice Materials and Mice-Related Technology solely for the Exploitation of Collaboration Products as provided in this Agreement, (b) Northwest has no right to use the HuMAb Mice or to discover, develop or otherwise make Improvements with respect to Mice Materials and Mice-Related Technology under such grants, and (c) neither it, nor any of its Affiliates, licensees or sublicensees, will engage, directly or indirectly, in activities designed to, or otherwise undertake or attempt, either on behalf of itself or another, to discover, develop or make any Information and Inventions that relate to the Mice Materials or the Mice-Related Technology. Accordingly, Northwest shall promptly disclose to Medarex in writing, the conception or reduction to practice, or the discovery, development or making of any Mice Material or Mice-Related Technology and shall, and does hereby, assign, and shall cause its Affiliates, licensees and sublicensees to so assign, to Medarex, without additional compensation, all of their respective rights, titles and interests in and to any Mice Material or Mice-Related Technology.

7.1.4 OWNERSHIP OF PRODUCTION PROCESS TECHNOLOGY. Medarex shall own and retain all right, title and interest in and to the Production Process Technology, including any and all Information and Inventions with respect to such Production Process Technology (including any Improvements thereto) that are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, by or on behalf of Medarex, its Affiliates or, to the extent permitted, its sublicensees, whether or not patented or patentable, and any and all Patent and other intellectual property rights with respect thereto. Except as the Parties may otherwise expressly agree, Northwest shall not have any rights, express or implied, under this Agreement with respect to the Production Process Technology and nothing in this Agreement is intended to or shall be interpreted as granting Northwest any license to the Production Process Technology, whether subordinate or dominant

to any other Technology. Medarex shall have the right to submit any of its Production Process Know-How with respect to a Collaboration Product directly to the Regulatory Authorities using a drug master file, or any foreign equivalent that is designed to protect Medarex's Confidential Information, which Know-How and filing shall, notwithstanding Section 7.1.7 or any other provision of this Agreement, be and remain the sole and exclusive property of Medarex.

7.1.5 OWNERSHIP OF COLLABORATION TECHNOLOGY. Subject to Sections 7.1.3 and 7.1.4 and the license grants under Article 3, the Parties shall each own an equal, undivided interest in any Collaboration Technology; provided, however that, except as otherwise expressly provided in this Agreement, neither a Party nor any of its Affiliates, licensees or sublicensees shall, directly or indirectly, Exploit any Collaboration Technology, or any intellectual property rights with respect thereto, without the consent of the other Party, not to be unreasonably withheld or delayed, except that each Party shall have the right to Exploit such Collaboration Technology for research and discovery purposes (as opposed to the development, commercialization or other Exploitation of products or technology resulting therefrom), and to license others to do so, without the consent of the other Party. Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Collaboration Technology, and shall, and does hereby, assign, and shall cause its Affiliates, licensees and sublicensees to so assign, to the other Party, without additional compensation, such right, title and interest in and to any Collaboration Technology as well as any intellectual property rights with respect thereto, as is necessary to fully effect the joint ownership provided for in the foregoing sentence.

7.1.6 OWNERSHIP OF PRODUCT TRADEMARKS. Subject to the license grants in Article 3, the Parties shall each own an equal, undivided interest in each Product Trademark with respect to a Collaboration Product. In the event that a Party Opts-Out with respect to a Collaboration Product, it shall, without any additional consideration, assign all of its right, title and interest in and to any Product Trademark with respect to such Collaboration Product or Unilateral Product to the non-Opting-Out Party; provided, however that each Party shall retain all of its right, title and interest in and to any Product Trademarks with respect to Dormant Products.

7.1.7 FILING FOR REGULATORY APPROVALS; OWNERSHIP OF REGULATORY DOCUMENTATION.

(a) Subject to the license grants in Article 3, all filings for Regulatory Approvals with respect to a Collaboration Product shall be * . With respect to the first Collaboration Product and any other Collaboration Products with respect to the same Collaboration Target, the filings for Regulatory Approvals * or its designee. With respect to the first Collaboration Product with respect to the next Collaboration Target, and any other Collaboration Products with respect to the same Collaboration Target, the filings for Regulatory Approvals * or its designee.

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) Subject to the license grants in Article 3, each Party shall, to the extent permitted by law, have an equal, undivided interest in all other Regulatory Documentation, provided that Regulatory Documentation containing or comprising Production Process Know-How shall be and remain the sole and exclusive property of Medarex. Subject to the foregoing sentence, each Party shall promptly (a) disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, such other Regulatory Documentation, and (b) assign, or cause its Affiliates, licensees or sublicensees to assign, to the other Party, without additional compensation, such right, title and interest in and to such other Regulatory Documentation as is necessary to fully effect the joint ownership provided for in the foregoing sentence.

(c) Each non-Opting-Out Party shall have the right to file for all Regulatory Approvals with respect to its Unilateral Products in its own name. In the event that a Party Opts-Out with respect to a Collaboration Product, it shall transfer and assign all of its right, title and interest in and to all Regulatory Documentation with respect to such Collaboration Product, including any Regulatory Approvals and applications therefor (but excluding any Regulatory Documentation comprising Production Process Technology, including any drug master file), to the non-Opting Out Party (or its designee); provided, however, that each Party shall retain any of its right, title and interest in and to-any Regulatory Documentation with respect to a Dormant Product. Notwithstanding the sponsorship of any Regulatory Approval or ownership of any other Regulatory Documentation, each Party shall have the right to use and reference any of the Regulatory Documentation in connection with the Exploitation of Collaboration Products as provided in this Agreement.

SECTION 7.2 PROSECUTION OF PATENTS AND TRADEMARKS.

7.2.1 MEDAREX RIGHTS. As between the Parties, Medarex shall, subject to Section 7.2.5, have the sole right, at its cost and expense, to obtain, prosecute and maintain throughout the world the Medarex. Patents, including the Mice-Related Patents and the Production Process Patents; provided, however, that Northwest shall reimburse Medarex for fifty percent (501/6) of the reasonable out-of-pocket costs incurred by Medarex for filing, prosecuting and maintaining Mice-Related Patents and Production Process Patents filed after the Effective Date, to the extent that they claim or cover the Exploitation of Collaboration Products.

7.2.2 NORTHWEST RIGHTS. As between the Parties, Northwest shall, subject to Section 7.2.5, have the sole right, at its cost and expense, to obtain, prosecute and maintain throughout the world the Northwest Patents.

7.2.3 COLLABORATION TECHNOLOGY AND PRODUCT TRADEMARKS.

(a) FILINGS OF PATENTS. Subject to Section 7.2.6, the Parties shall, and shall cause their respective Affiliates, licensees and sublicensees, as applicable, to, cooperate with one another with respect to the filing, prosecution and maintenance of all Collaboration Patents, including by selecting outside counsel, reasonably acceptable to the Parties, to handle such filing, prosecution and maintenance. The Parties shall share equally in the expenses

associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Collaboration Patents.

(b) FILINGS OF PRODUCT TRADEMARKS. The Steering Committee, with respect to a Collaboration Product, shall supervise and direct the filing, prosecution and maintenance of the registrations of the Product Trademarks for such Collaboration Product. The Steering Committee shall provide each Party with (i) drafts of any new application to register a Product Trademark prior to filing that application, allowing adequate time for review and comment by the Parties if possible; provided, however, the Steering Committee shall not be obligated to delay the filing of any application; and
(ii) copies of all correspondence from any and all Trademark offices concerning Product Trademark registrations and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such Trademark offices. Subject to Section 7.2.6, the Parties shall share equally in the expenses associated with the filing, prosecution and maintenance of such Product Trademark registrations.

7.2.4 COOPERATION. Each Party shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, cooperate fully in the preparation, filing, prosecution, and maintenance of the other Party's Patents and the Product Trademarks. Such cooperation includes (a) promptly executing all papers and instruments and requiring employees to execute such papers and instruments as reasonable and appropriate so as to enable such other Party or the Steering Committee, as applicable, to file, prosecute, and maintain its Patents in any country; and (b) promptly informing such other Party of matters that may affect the preparation, filing, prosecution, or maintenance of any such Patents.

7.2.5 PATENT FILINGS. Northwest covenants not to, and to cause its Affiliates, licensees and sublicensees, as applicable, not to, file any patent application disclosing or claiming any Information and Inventions comprising any Medarex Technology or the Exploitation thereof, without Medarex's prior written consent, which consent shall not be unreasonably withheld or delayed. Medarex covenants not to, and to cause its Affiliates, licensees and sublicensees, as applicable, not to, file any patent application disclosing or claiming any Information and Inventions comprising any Northwest Technology or the Exploitation thereof, without Northwest's prior written consent, which consent shall not be unreasonably withheld or delayed.

7.2.6 ELECTION NOT TO PROSECUTE. If a Party elects not (a) to pursue the filing, prosecution or maintenance of a Collaboration Patent in a particular country, (b) to pursue the registration, prosecution or maintenance of a Product Trademark in a particular country, or (c) to take any other action with respect to Collaboration Technology or a Product Trademark in a particular country that is necessary or reasonably useful to establish or preserve rights thereto, then in each such case such Party shall so notify the other Party promptly in writing and in good time to enable such other Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Collaboration Technology or Product Trademark, as applicable, in such country. Upon receipt of each such notice by such other Party or if, at any time, such Party fails to initiate any such action within thirty (30) days after a request by such other Party that it do so (or thereafter diligently pursue such action), such other Party shall have

the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance, of such Patent or Product Trademark, as applicable, at its expense in such country. If such other Party elects to pursue such filing or registration, as the case may be, or continue such support, then such other Party shall notify such Party of such election and such Party shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, (x) reasonably cooperate with such other Party in this regard, and (y) subject to Article 3, promptly release or assign to such other Party, without compensation, all right, title and interest in and to such Patent or Product Trademark, as applicable, in such country.

SECTION 7.3 ENFORCEMENT OF PATENTS AND TRADEMARKS.

7.3.1 RIGHTS AND PROCEDURES. If Medarex or Northwest determines that any Technology or Product Trademark is being infringed by a Third Party's activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it shall promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available. Promptly after the receipt of such written notice, the Parties shall meet and discuss in good faith the removal of such infringement. The pursuing Party shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken to remove such infringement.

7.3.2 COLLABORATION TECHNOLOGY AND PRODUCT TRADEMARKS. With respect to Collaboration Technology and Product Trademarks, the Steering Committee shall have the first right to remove such infringement using commercially appropriate steps, including the filing of an infringement suit or taking other similar action. * incurred in connection with such action. In the event the Steering Committee fails to take commercially appropriate steps to remove any infringement of any such Collaboration Technology or Product Trademark within ninety (90) days following notice of such infringement, or earlier notifies the Parties in writing of its intent not to take such steps, and (i) such failure to act is due to the refusal of one Party's representatives on the Steering Committee to authorize action over the objection of the other Party's representatives, then the Party whose representatives wish to proceed shall have the right to do so at its expense, or (ii) such failure to act is due to any reason other than as set forth in clause (i) above, then either Party shall have the right to proceed at its expense; provided, however, that if the Steering Committee has commenced negotiations with an alleged infringer for discontinuance of such infringement within such ninety (90) day period, the Steering Committee shall have an additional ninety (90) days to conclude its negotiations before a Party unilaterally may bring suit for such infringement.

7.3.3 OTHER TECHNOLOGY. With respect to Technology of a Party, the owner of such Technology shall have the sole right, but not the obligation, to remove such infringement; provided, however, that the other Party shall reimburse the owner of such Technology for * of the reasonable out-of-pocket costs incurred by such owner with respect to the removal of any such infringement with respect to any Collaboration Product.

7.3.4 COOPERATION. The Party not enforcing the applicable Technology or Product Trademark shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the action.

7.3.5 RECOVERY. Any amounts recovered by a Party pursuant to this Section 7.3, whether by settlement or judgment, shall be used to reimburse the Parties for their reasonable costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses), with any remainder being retained by the Party that has exercised its right to bring the enforcement action; provided, however, that to the extent that any award is attributable to loss of sales of a Collaboration Product, the Parties shall negotiate in good faith an appropriate allocation of such award to reflect the economic interests of the Parties under this Agreement with respect to such Collaboration Product.

SECTION 7.4 POTENTIAL THIRD PARTY RIGHTS.

7.4.1 THIRD PARTY LICENSES.

(a) If (i) in the Collective Opinion of Counsel, a Party, or any of its Affiliates, licensees or permitted sublicensees, cannot Exploit a Collaboration Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (ii) as a result of any claim made against a Party, or any of its Affiliates, licensees or permitted sublicensees, alleging that the Exploitation of a Collaboration Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that a Party cannot Exploit such Collaboration Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, the Parties shall use Commercially Reasonable Efforts to obtain a license in the names of the Parties from such Third Party as necessary for the Exploitation of any Collaboration Products hereunder in such country. Such activities shall be coordinated through the Steering Committee. Without acknowledging any actual or potential infringement, the Parties agree that it is in the best interests of the Collaboration to seek to enter into a cross license with * to ensure that the Collaboration has freedom to operate with respect to Collaboration Products against the Collaboration Target referred to on Appendix C as PSMA. Accordingly, the Parties further agree that (i) no Collective Opinion of Counsel shall be necessary for the Steering Committee to commence negotiations with * and its licensees to obtain such cross license, and (ii) the Steering Committee shall, promptly after the Effective Date, commence such negotiations and use Commercially Reasonable Efforts to obtain such cross license.

(b) Notwithstanding subsection (a) above, Medarex shall have the sole right to seek any such license with respect to Mice-Related Technology or any Production Process Technology, and shall use Commercially Reasonable Efforts to obtain such a license in its own name from such Third Party in such country, under which Medarex shall, to the extent permissible under such license, grant a sublicense to Northwest as necessary for Northwest, and

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

any of its Affiliates and permitted sublicensees, to Exploit the Collaboration Products as provided hereunder in such country. If Medarex is unable to secure the right to sublicense to Northwest, the Parties shall meet to discuss how to proceed. If the Parties are unable to come to a mutually satisfactory arrangement, and if Northwest does not wish to proceed with a joint development and commercialization of a Collaboration Antibody for which such sublicense is required, it shall notify Medarex thereof in writing, which notice shall be deemed to be an Opt-Out Notice as provided in Section 5.1.1.

(c) The Parties shall * of any royalty or other payment obligations under the licenses obtained as provided in subsections (a) or (b) above, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for
* of only those royalty and other payment obligations with respect to the Exploitation of Collaboration Products and the other activities of the Parties hereunder.

(d) For purposes of this Section 7.4.1, "COLLECTIVE OPINION OF COUNSEL" shall mean the final joint opinion of patent counsel selected by Northwest and patent counsel selected by Medarex, after review of all data and information reasonably available at the time such opinion is rendered. If patent counsel for the Parties cannot agree on a final joint opinion within twenty (20) days after submission of the matter to such counsel, the patent counsel of the Parties shall agree on a third patent counsel who shall offer an independent opinion on the subject matter, which independent opinion shall be deemed the Collective Opinion of Counsel.

7.4.2 THIRD PARTY LITIGATION.

(a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit.

(b) With respect to the Medarex Technology or the Northwest Technology, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party without the prior written consent of such other Party.

(c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * of any costs and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * of those costs

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

and expenses only with respect to the Exploitation of Collaboration Products and the other activities of the Parties hereunder.

7.4.3 RETAINED RIGHTS. Nothing in this Section 7.4 shall prevent either Party, at its own expense, from obtaining any license or other rights from Third Parties it deems appropriate in order to permit the full and unhindered exercise of its rights or performance of its obligations under this Agreement; provided, however, that the terms of such license shall not impair the rights of the other Party to Exploit the Collaboration Products.

SECTION 7.5 EXCHANGE OF KNOW-HOW.

7.5.1 INFORMATION DISCLOSURE. Each Party shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, without additional compensation and at such Party's sole expense, disclose and make available to the other Party, in whatever form each such other Party may reasonably request, all Regulatory Documentation, all of its other Know-How, all Information and Inventions included in the Collaboration Technology and any other Information and Inventions relating, directly or indirectly, to the Exploitation of any Collaboration Products immediately after the Effective Date and thereafter immediately upon the earlier of the conception or reduction to practice, discovery, development or making of each such Regulatory Documentation, Know-How, or other Information and Inventions.

7.5.2 COOPERATION. With respect to the research, development, commercialization or other Exploitation of the Collaboration Products, each Party, shall cooperate with any and all reasonable requests for assistance from the other Party, including by making its employees, consultants and other scientific staff available upon reasonable notice during normal business hours at their respective places of business to consult with such other Party, as applicable, on issues arising during such research, development, commercialization or Exploitation.

7.5.3 BIOLOGICAL MATERIALS.

(a) For purposes of facilitating the conduct of the research and development activities under this Agreement, Medarex and Northwest shall each provide to the other tissues, cells, cell lines, organisms, blood samples, genetic material, and other biological substances and materials, including the Mice Materials, the Collaboration Targets and other Antigens (collectively, "BIOLOGICAL MATERIALS") specified from time to time in this Agreement or the applicable Project Plan. Each Party agrees to provide all such Biological Materials to the other in accordance with this Agreement and the applicable Project Plan, and under the supervision of the Steering Committee.

(b) The Parties agree that: (a) all Biological Materials provided by one Party to the other Party and any Biological Material (including Collaboration Products and other Mice Materials) produced against or with, or derived from, such Biological Materials shall be used solely for the research and development activities as provided in the Project Plan, and in material compliance with all Applicable Law; (b) all such Biological Materials shall be provided without any warranties, express or implied, (c) the Party providing such Biological Materials

shall obtain (or cause its Third Party collaborators to obtain or certify that they have obtained) all appropriate and required consents from the source of such Biological Materials; (d) Biological Materials provided by one Party to the other Party (other than Collaboration Products) shall not be made available by such other Party to any Third Party except as expressly provided in the Project Plan, unless the prior written consent of the Party providing such Biological Materials is first obtained; and (e) subject to the license grants in Article 3 and other provisions in this Agreement, all right, title and interest in and to
(i) the Mice Materials and the Mice-Related Technology shall be, and remain, vested in Medarex, and (ii) the Collaboration Targets shall be, and remain, vested in Northwest.

7.5.4 REGULATORY RECORDS. With respect to the subject matter of this Agreement, each Party shall maintain, or cause to be maintained, records of its respective research, development, manufacturing and commercialization activities, including all Regulatory Documentation, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, which shall be complete and accurate and shall fully and properly reflect all work done and results achieved in the performance of such activities, and which shall be retained during the term of this Agreement and for a period of five (5) years thereafter, or for such longer period as may be required by Applicable Law. Each Party shall have the right, during normal business hours and upon reasonable notice, to inspect and copy any such records, except, with respect to Medarex's records, to the extent that such records contain proprietary information with respect to the Production Process Technology or the HuMAb Mice.

7.5.5 PRODUCTION PROCESS TECHNOLOGY. Notwithstanding anything to the contrary in this Section 7.5 or elsewhere in this Agreement, Medarex shall not be obligated to disclose or provide any of its Production Process Technology, including Biological Materials, to Northwest or any Third Party; provided, however, that Medarex shall provide such Production Process Know-How to the Regulatory Authorities as is necessary to obtain and maintain Regulatory Approval for Collaboration Products supplied by it pursuant to Section 1.6. Medarex shall have the right to provide such Know-How to the Regulatory Authorities in a drug master file, or any foreign equivalent that is designed to protect Medarex's Confidential Information.

ARTICLE 8
TERM AND TERMINATION

SECTION 8.1 TERM. The term of this Agreement (the "Term") shall commence upon the Effective Date and shall continue in effect until the later of (a) the first anniversary of the completion of all of the activities in Section 1.2, or
(b) such time as there is no longer any Collaboration Product being Exploited hereunder, whether pursuant to Section 1.7 or otherwise, or any Unilateral Product being Exploited under a Unilateral Development and Commercialization Agreement, unless terminated at an earlier date in accordance with the terms and conditions set forth in this Article 8.

SECTION 8.2 TERMINATION FOR MATERIAL BREACH.

8.2.1 Any material failure by a Party to comply with any of its material obligations contained herein shall entitle the Party not in default to give to the Party in default

written notice specifying the nature of the default, requiring the defaulting Party to make good or other-wise cure such default, and stating its intention if such default is not cured to terminate or, at the option of the Party not in default, to convert a Collaboration Product to which the material breach applies to a Unilateral Product pursuant to Section 5.1.

8.2.2 If such default is not cured within thirty (30) days after the receipt of notice pursuant to subsection 8.2.1 above (or, if such default cannot be cured within such thirty (30)-day period, if the Party in default does not commence actions to cure such default within such period and thereafter diligently continue such actions or if such default is not otherwise cured within one-hundred and eighty (180) days after the receipt of such notice), except in the case of a payment default, as to which the defaulting Party shall have only a thirty (30) day cure period, the Party not in default shall be entitled, on written notice to the other Party, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to (a) terminate this Agreement in its entirety, or (b) convert such Collaboration Product to a Unilateral Product pursuant to Section 5.1, whereupon the defaulting Party shall be deemed the Opting-Out Party with respect to such Unilateral Product for all purposes hereunder and the notice provided under this provision shall be deemed equivalent to an Election Notice as provided in Section 5.1.

SECTION 8.3 TERMINATION UPON INSOLVENCY. Either Party may terminate this Agreement if, at any time, the other Party shall file in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if such other Party proposes a written agreement of composition or extension of its debts, or if such other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof, or if such other Party shall propose or be a party to any dissolution or liquidation, or if such other Party shall make an assignment for the benefit of its creditors.

SECTION 8.4 RIGHTS IN BANKRUPTCY. All rights and licenses granted under or pursuant to this Agreement by Medarex or Northwest are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the United States Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party's possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor, unless the Party subject to such proceeding continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject Party.

SECTION 8.5 CONSEQUENCES OF EXPIRATION OR TERMINATION.

8.5.1 LICENSES. Upon expiration of the full term of this Agreement in accordance with Section 8.1 and payment of all amounts owed pursuant to Section 4.1, the licenses granted by Medarex to Northwest, and by Northwest to Medarex, hereunder shall be deemed fully-paid up.

8.5.2 RETURN OF INFORMATION AND MATERIALS. Upon expiration of this Agreement pursuant to Section 8.1 or upon termination of this Agreement in its entirety by either Party pursuant to this Article 8, each Party, at the request of the other Party, shall return Biological Materials of such other Party and all data, files, records and other materials in its possession or control relating to such other Party's Technology, or containing or comprising such other Party's Information and Inventions or other Confidential Information (as defined in Article 6) and, in each case, to which the returning Party does not retain rights hereunder (except one copy of which (other than Biological Materials) may be retained solely for archival purposes).

SECTION 8.6 ACCRUED RIGHTS; SURVIVING OBLIGATIONS.

8.6.1 ACCRUED RIGHTS. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.

8.6.2 SURVIVAL. Articles 4(with respect to obligations arising prior to expiration or termination), 6 and 9, and Sections 2.3, 3.3.5, 3.4, 7.1, 7.2, 7.5.3, 7.5,4, 7.5.5, 8.5, 11.5 and 11.6 of this Agreement and this Section 8.6 shall survive expiration or termination of this Agreement for any reason.

ARTICLE 9
INDEMNIFICATION AND INSURANCE

SECTION 9.1 INDEMNIFICATION OF MEDAREX. Northwest shall indemnify Medarex and its Affiliates, and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) in connection with any and all liability suits, investigations, claims or demands (collectively, "LOSSES") arising from or occurring as a result of or in connection with (a) any breach by Northwest of this Agreement, or (b) the gross negligence or willful misconduct on the part of Northwest or its Affiliates, licensees or sublicensees in performing any activity contemplated by this Agreement, except for those Losses for which Medarex has an obligation to indemnify Northwest pursuant to Section 9.2, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

SECTION 9.2 INDEMNIFICATION OF NORTHWEST. Medarex: shall indemnify Northwest, its Affiliates, and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all Losses arising from or occurring as a result of or in connection with (a) any breach by Medarex of this Agreement, or (b) the gross negligence or willful misconduct on the part of Medarex or its Affiliates, licensees or sublicensees in performing any activity contemplated by this Agreement, except for those Losses for which Northwest has an obligation to indemnify Medarex: and its Affiliates pursuant to Section 9.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

SECTION 9.3 INDEMNIFICATION PROCEDURE.

9.3.1 NOTICE OF CLAIM. The indemnified Party shall give the indemnifying Party prompt written notice (an "INDEMNIFICATION CLAIM NOTICE") of any Losses or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Section 9.1 or Section 9.2, but in no event shall the indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the "INDEMNITEES" and each an "INDEMNITEE") shall be made solely by such Party to this Agreement (the "INDEMNIFIED PARTY").

9.3.2 THIRD PARTY CLAIMS. The obligations of an indemnifying Party under this Article 9 with respect to Losses arising from claims of any Third Party that are subject to indemnification as provided for in Section 9.1 or 9.2 (a "THIRD PARTY CLAIM") shall be governed by and be contingent upon the following additional terms and conditions:

(a) CONTROL OF DEFENSE.

(i) At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any Indemnitee's claim for indemnification,

(ii) Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the

defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim.

(iii) In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnitee.

(b) RIGHT TO PARTICIPATE IN DEFENSE. Without limiting
Section 9.3.2(a), any Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose- provided, however that such employment shall be at the Indemnitee's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section
9.3.2(a) (in which case the Indemnified Party shall control the defense).

(c) SETTLEMENT. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

(d) COOPERATION. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and

other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith.

(e) EXPENSES. Except as provided above, the reasonable and verifiable costs and expenses, including fees and disbursements of counsel, incurred by the Indemnified Party in connection with any claim shall be reimbursed on a calendar quarter basis by the indemnifying Party, without prejudice to the indemnifying Party's right to contest the Indemnified Party's right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the Indemnified Party.

SECTION 9.4 INSURANCE. Each Party shall have and maintain such types and amounts of liability insurance as is normal and customary in the industry generally for parties similarly situated, and shall upon request provide the other Party with a copy of its policies of insurance in that regard, along with any amendments and revisions thereto.

ARTICLE 10
REPRESENTATIONS AND WARRANTIES

SECTION 10.1 REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:

10.1.1 CORPORATE AUTHORITY. Such Party (a) has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, and (b) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity.

10.1.2 LITIGATION. Such Party is not aware of any pending or threatened litigation (and has not received any communication) that alleges that such Party's activities related to this Agreement have violated, or that by conducting the activities as contemplated herein such Party would violate, any of the intellectual property rights of any other party.

10.1.3 CONSENTS, APPROVALS, ETC. All necessary consents, approvals and authorizations of all Regulatory Authorities and other parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained.

10.1.4 CONFLICTS. The execution and delivery of this Agreement and the performance of such Party's obligations hereunder (a) do not conflict with or violate any requirement of Applicable Law or any provision of the articles of incorporation, bylaws or any

similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound.

10.1.5 DEBARMENT. No such Party nor any of its Affiliates has been debarred or is subject to debarment and neither such Party nor any of its Affiliates will use in any capacity, in connection with the services to be performed under this Agreement, any party who has been debarred pursuant to
Section 306 of the Federal Food, Drug, and Cosmetic Act, as amended, or who is the subject of a conviction described in such section. Each Party will inform the other Party in writing immediately if it or any party who is performing services hereunder is debarred or is the subject of a conviction described in
Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to such Party's knowledge, is threatened, relating to the debarment or conviction of such Party or any party performing services hereunder.

SECTION 10.2 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF MEDAREX.

10.2.1 Medarex represents and warrants to Northwest that Medarex is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.

10.2.2 Except as set forth in Appendix E on Schedule 10.2 attached hereto, to the knowledge of the officers of Medarex and without a duty to conduct any investigation, as of the Effective Date, there are no existing or threatened (in writing) actions, suits or claims pending with respect to the Medarex Technology.

10.2.3 To the knowledge of the officers of Medarex, there are no issued U.S., EPO or Japanese patents owned by third parties (other than those Controlled by Medarex) that would be infringed by the use of the Mice Materials and/or Medarex Technology by Medarex to elicit, produce in hybridornas and/or identify human monoclonal antibodies in connection with the licenses granted herein; provided, however, that the representation and warranty set forth in this clause does not include any patents or patent applications that cover (A) the targets of such human monoclonal antibodies or (B) the human monoclonal antibodies specific to such targets or (C) the use of such human monoclonal antibodies.

SECTION 10.3 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF NORTHWEST.

10.3.1 Northwest represents and warrants to Medarex that Northwest is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.

10.3.2 Except as set forth in Appendix E on Schedule 10.3 attached hereto, to the knowledge of the officers of Northwest and without a duty to conduct any investigation, as of the Effective Date, there are no existing or threatened (in writing) actions, suits or claims pending with respect to the Northwest Technology.

10.3.3 To the knowledge of the officers of Northwest, there are no issued U.S., EPO or Japanese patents owned by third parties (other than those Controlled by Northwest) that would be infringed by the use of the Collaboration Targets or the human monoclonal antibodies specific to such targets in connection with the licenses granted herein.

SECTION 10.4 KNOWLEDGE; OFFICERS. For purposes of Sections 10.1, 10.2 and 10.3, (a) "knowledge of' a Party shall mean such Party's good faith understanding of the facts and information in its possession without any duty to conduct any investigation with respect to such facts and information, and (b) "officers" of a Party shall mean persons in the positions of vice president, senior vice president, executive vice president, president and chief executive officer.

SECTION 10.5 DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 10.1, 10.2 AND 10.3, NORTHWEST AND MEDAREX MAKE NO REPRESENTATIONS AND GRANT NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND NORTHWEST AND MEDAREX EACH SPECIFICALLY DISCLAIM ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

ARTICLE 11
MISCELLANEOUS

SECTION 11.1 FORCE MAJEURE. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use Commercially Reasonable Efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty
(180) days after the date of the occurrence, the Parties shall meet to discuss in good faith how to proceed in order to accomplish the goals of the Collaboration outlined in this Agreement.

SECTION 11.2 SUBCONTRACTORS. Each Party shall have the right, subject to the prior written consent of the Steering Committee, such consent not to be unreasonably withheld or delayed, to subcontract any of its research, development, manufacture and/or commercialization activities to a Third Party, provided that it furnishes the other Party with advanced written notice thereof, which notice shall specify the work to be subcontracted, and obtains a written undertaking from the subcontractor that it shall be subject to the applicable terms and conditions of this Agreement, including the provisions of Article 6. If a Party wishes to subcontract any of its research, development, manufacturing or commercialization activities to a Third Party and the Steering Committee consents, the other Party may submit a bid to the subcontracting Party to perform such work. The subcontracting Party shall use Commercially Reasonable Efforts to enter into an agreement with the bidder that is best able to meet the Collaboration's requirements, taking into consideration such factors as price, quality, capacity, quantity, reliability and reputation, provided that such bidder is reasonably acceptable to the Steering Committee. Unless the Project Plan provides, or the Steering Committee agrees otherwise, the Parties shall * in the costs and expenses associated with the use of a subcontractor to conduct research, development, manufacture and commercialization activities, but unless the Parties agree otherwise, the subcontracting Party shall remain solely liable for the performance of its research, development, manufacture or commercialization activities by its subcontractor; provided, however, that Northwest and Medarex each shall remain solely responsible for all costs and expenses associated with its-use of subcontractor(s) with respect to the Northwest Research Activities and the Medarex Research Activities, respectively.

SECTION 11.3 ASSIGNMENT. Without the prior written consent of the other Party hereto, neither Party shall sell, transfer, assign, delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided, however that either Party hereto may assign or transfer this Agreement or any of its rights or obligations hereunder without the consent of the other Party (a) to any Affiliate of such Party; or (b) to any Third Party with which it may merge or consolidate, or to which it may transfer all or substantially all of its assets to which this Agreement relates if in any such event (i) the assigning Party (provided that it is not the surviving entity) remains jointly and severally liable with the relevant Northwest Affiliate, Medarex Affiliate or Third Party assignee under this Agreement, and (ii) the relevant Northwest Affiliate assignee, Medarex Affiliate assignee, Third Party assignee or surviving entity assumes in writing all of the assigning Party's obligations under this Agreement. Any purported assignment or transfer in violation of this
Section shall be void ab initio and of no force or effect.

SECTION 11.4 SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof,
(c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

unenforceable provision as may be possible and reasonably acceptable to the Parties herein. To the fullest extent permitted by applicable law, each Party hereby waives any provision of law that would render any provision prohibited or unenforceable in any respect.

SECTION 11.5 GOVERNING LAW, JURISDICTION, VENUE AND SERVICE. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts made and wholly performed within such jurisdiction by residents of such jurisdiction. Subject to Section 2.3, the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts. The Parties further hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement in the courts of the State of New York or the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim In any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth below shall be effective service of process for any, action, suit or proceeding brought against it under this Agreement in any such court.

SECTION 11.6 NOTICES. All notices or other communications that are required or permitted hereunder shall be in writing and delivered personally, sent by facsimile (and promptly confirmed by personal delivery, registered or certified mail or overnight courier as provided herein), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Northwest, to:

Northwest Biotherapeutics, Inc.
21720 23rd Dr. SE, Suite 100
Bothell, Washington 98021

Attention: President
Facsimile- (425) 608-3026

with a copy to:

Lane Powell Spears Lubersky LLP 1420 Fifth Avenue Suite 4100 Seattle, WA 98101-2338
Attention: Jim Johnston, Esq.

Facsimile: (206) 223-7107

If to Medarex, to:

Medarex, Inc.
707 State Road, Suite 206 Princeton, New Jersey 08540-1437 Attention: President
Facsimile: (609) 430-2850

with a copy to:

Medarex, Inc.
707 State Road, Suite 206 Princeton, New Jersey 08540-1437 Attention: General Counsel Facsimile: (609) 430-2850

or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such communication shall be deemed to have been given (i) when delivered, if personally delivered or sent by facsimile on a business day, (ii) on the business day after dispatch, if sent by nationally-recognized overnight courier, and (iii) on the third business day following the date of mailing, if sent by mail. It is understood and agreed that this Section 11.6 is not intended to govern the day-to-day business communications necessary between the Parties in performing their duties, in due course, under the terms of this Agreement.

SECTION 11.7 ENTIRE AGREEMENT; MODIFICATIONS. This Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set forth herein. No amendment, modification, release or discharge shall be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.

SECTION 11.8 RELATIONSHIP OF THE PARTIES. It is expressly agreed that the Parties shall be independent contractors of one another and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other, without the prior written consent of the other to do so. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.

SECTION 11.9 WAIVER. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party hereto of any right hereunder or of the failure to

perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.

SECTION 11.10 COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 11.11 NO BENEFIT TO THIRD PARTIES. The representations, warranties, covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other parties.

SECTION 11.12 FURTHER ASSURANCE. Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes, or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

SECTION 11.13 ENGLISH LANGUAGE. This Agreement has been written and executed in the English language. Any translation into any other language shall not be an official version thereof, and in the event of any conflict in interpretation between the English version and such translation, the English version shall control.

SECTION 11.14 REFERENCES. Unless otherwise specified, (a) references in this Agreement to any Article, Section, Schedule or Exhibit shall mean references to such Article, Section, Schedule or Exhibit of this Agreement, (b) references in any section to any clause are references to such clause of such section, and (c) references to any agreement, instrument or other document in this Agreement refer to such agreement, instrument or other document as originally executed or, if subsequently varied, replaced or supplemented from time to time, as so varied, replaced or supplemented and in effect at the relevant time of reference thereto.

SECTION 11.15 CONSTRUCTION. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word "or" is used in the inclusive sense (and/or). The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term "including" as used herein shall mean including, without limiting the generality of any description preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto.

[Remainder of this page is left blank intentionally]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written,

MEDAREX, INC.                               NORTHWEST BIOTHERAPEUTICS, INC.



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

Name:  Donald L. Drakeman                   Name:
     -------------------------------             -------------------------------

Title:  President and CEO                   Title:
                                                  ------------------------------

APPENDIX A

DEFINITIONS

This Appendix to the COLLABORATION AGREEMENT ("AGREEMENT") effective as of April 24, 2001, by and between Northwest, INC. ("NORTHWEST") and MEDAREX, INC., on behalf of itself and its wholly owned subsidiary, GENPHARM INTERNATIONAL, INC., (collectively, "MEDAREX") provides agreed upon definitions applicable to the Parties for purposes of the Agreement. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement, unless otherwise expressly provided herein.

The contents of this Appendix A are hereby incorporated into the Agreement and are governed by the terms and conditions of the Agreement, including the confidentiality provisions set forth therein.

"AFFILIATE" of a party shall mean any other party that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first party. For purposes of this definition only, "control" and, with correlative meanings, the terms "controlled by" and "under common control with" shall mean (a) the possession, directly or indirectly, of the power to direct the management or policies of a party, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of a party; provided that, if local law restricts foreign ownership, control will be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests.

"ANTIBODY" shall mean any fully human monoclonal antibody, or fragment thereof, with a * that has a * for an Antigen. References in the Agreement to an "Antibody" shall include (a) * with respect to the * of such Antibody, and (b) * with respect to the * of such Antibody (or a * of such * containing that portion of such * ). By way of clarification, Antibodies with * shall be deemed to be different Antibodies, irrespective of whether they bind to the same Antigen.

"ANTIBODY PRODUCT" shall mean any composition or formulation containing or comprising one or more Antibodies, including, by way of clarification, (a) * one or more of such * with respect to the * of such Antibodies, and (b) * with respect to the * of such Antibodies (or a * of such * containing that portion of such * , for the diagnosis, prophylaxis or treatment of human diseases or conditions.

"ANTIGEN" shall mean any protein (including any glyco- or lipo-protein), carbohydrate, compound or other composition, and any fragment, peptide or epitope thereof, that stimulates the production of antibodies.

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

"APPLICABLE LAW" shall mean the applicable laws, rules, and regulations, including any rules, regulations, guidelines, or other requirements of the Regulatory Authorities, that may be in effect from time to time in the Territory,

"BIOSITE AGREEMENT" shall mean that certain Collaboration Agreement, dated as of June 1, 2000, between Medarex and Biosite Diagnostics Incorporated, a Delaware corporation.

"BLA" or "BIOLOGICS LICENSE APPLICATION" shall mean a Biologics License Application, as defined in the U.S. Federal Food, Drug, and Cosmetics Act, as amended, and the regulations promulgated thereunder, and any corresponding foreign or domestic marketing authorization application, registration or certification, necessary or reasonably useful to market a Collaboration Product in the Territory, but not including pricing and reimbursement approvals.

"COLLABORATION PRODUCT" shall mean any Antibody Product that contains a Collaboration Antibody.

"COLLABORATION TARGET" shall mean any Antigen listed on Appendix C, as such appendix may be amended pursuant to this Agreement.

"COLLABORATION TECHNOLOGY" shall mean any and all (a) Information and Inventions, conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, by or on behalf of a Party or its Affiliates or, to the extent permitted, its sublicensees (whether alone or jointly), in connection with the work conducted under this Agreement, whether or not patented or patentable, but excluding any Mice Materials, Mice-Related Technology or Production Process Technology-, and
(b) Patents and other intellectual property rights with respect thereto (collectively, "COLLABORATION PATENTS").

"COMMERCIALLY REASONABLE EFFORTS" shall mean, with respect to the research, development, manufacture or commercialization of a Collaboration Target or a resulting Collaboration Product, efforts and resources commonly used in the biotechnology industry for an antibody of similar commercial potential at a similar stage in its lifecycle, taking into consideration its safety and efficacy, its cost to develop, the competitiveness of alternative products, its proprietary position, the likelihood of regulatory approval, its profitability, and all other relevant factors. Commercially Reasonable Efforts shall be determined on a market-by-market basis for each Collaboration Target and Collaboration Product, as applicable

"CONTROL" shall mean, with respect to any Information and Invention, Patent or other intellectual property right, possession of the right, whether directly or indirectly, and whether by ownership, license or otherwise, to assign, or grant a license, sublicense or other right to or under, such Information and Invention, Patent or fight as provided for herein without violating the terms of any agreement or other arrangement with any Third Party.

"CROSS-LICENSE AGREEMENT" shall mean that certain Cross-License Agreement entered into by and among Abgenix, Inc., Cell Genesys, Inc., Japan Tobacco Inc., Xenotech L.P., and GenPharm International, Inc., effective as of March 26, 1997, as amended from time to time.

"EXPLOIT" or "EXPLOITATION" shall mean to make, have made, import, use, sell, offer for sale, or otherwise dispose of, including all discovery, research, development, registration, modification, enhancement, improvement, manufacture, storage, formulation, exportation, transportation, distribution, promotion and marketing activities related thereto.

"FDA" shall mean the United States Food and Drug Administration and any successor agency thereto.

"GAAP" shall mean United States generally accepted accounting principles consistently applied.

"HuMAb MICE" shall mean any * containing * into *, but * thereof, that are Controlled by Medarex or its Affiliates as of the Effective Date or at any time during the term of this Agreement, but excluding any * that are in-licensed or otherwise acquired by Medarex or its Affiliates after the Effective Date.

"IMPROVEMENT" shall mean any modification to an antibody, compound, product or technology or any discovery, device, process or formulation related to such antibody, compound, product or technology, whether or not patented or patentable, including any enhancement in the efficiency, operation, manufacture, ingredients, preparation, presentation, formulation. means of delivery, packaging or dosage of an antibody, compound, product or technology, any discovery or development of any new or expanded indications or applications for an antibody, compound, product or technology, or any discovery or development that improves the stability, safety or efficacy of an antibody, compound, product or technology.

"IND" shall mean an investigational new drug application filed with the FDA for authorization to commence human clinical trials, and its equivalent in other countries or regulatory jurisdictions.

"INFORMATION AND INVENTIONS" shall mean all technical, scientific and other know-how and information, trade secrets, knowledge, technology, means, methods, processes, practices, formulas, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, apparatuses, specifications, data, results and other material, including high-throughput screening, gene expression, genomics, proteornics and other drug discovery and development technology, pre-clinical and clinical trial results, manufacturing procedures, test procedures and purification and isolation techniques, (whether or not confidential, proprietary, patented or patentable) in written, electronic or any other form now known or hereafter developed, and all Improvements, whether to the foregoing or otherwise, and other discoveries, developments, inventions and other intellectual property (whether or not confidential, proprietary, patented or patentable)-

"KIRIN AGREEMENT" shall mean that certain Agreement on Essential Terms for Collaboration between Kirin Brewery Co, Ltd. ("KIRIN") and Medarex dated as of December 27, 1999, and any further agreement between Kirin and Medarex entered into pursuant thereto.

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

"KNOW-HOW" shall mean the Medarex Know-How (including the Mice-Related Know-How), the Northwest Know-How and/or the Collaboration Know-How, as applicable.

"LEAD COLLABORATION ANTIBODY" shall have the meaning set forth in
Section 1.2.8. For the avoidance of doubt, a Collaboration Antibody that has been designated a Lead Collaboration Antibody shall continue to be a Collaboration Antibody for purposes of this Agreement.

"MEDAREX KNOW-HOW" shall mean all Information and Inventions in the Control of Medarex or its Affiliates as of the Effective Date or at any time during the Term that are necessary or reasonably useful for the Exploitation of the Collaboration Products or for the exercise of the Medarex Patents, in each case that are not generally known, but excluding (w) any Third Party Know-How,
(x) any Information and Inventions included. in the Collaboration Technology,
(y) any Production Process Know-How, and (z) any Information and Inventions to the extent covered or claimed by the Medarex Patents. Medarex Know-How shall include all: (a) biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, clinical and safety data and information related to the Collaboration Targets and the Collaboration Products, and (b) data and information with respect to, and resulting from, assays and biological methodologies necessary or reasonably useful for the Exploitation of the Collaboration Targets and the Collaboration Products. By way of clarification, Northwest shall not have any rights with respect to Third-Party Know-How under this Agreement unless the Parties enter into a separate written agreement with respect thereto-

"MEDAREX PATENTS" shall mean all of the Patents that Medarex or its Affiliates Control as of the Effective Date and at any time during the Term, that cover or claim any invention necessary or reasonably useful for the Exploitation of the Collaboration Products, but excluding any Third Party Patents, any Collaboration Patents, and any Production Process Patents. By way of clarification, Northwest shall not have any rights with respect to any Third-Party Patents under this Agreement unless the Parties enter into a separate written agreement with respect thereto.

"MEDAREX TECHNOLOGY" shall mean the Medarex Know-How and Medarex Patents, including all Mice-Related Technology.

"MICE MATERIALS" shall mean the HuMAb Mice, any parts or derivatives of the HuMAb Mice, including * with respect to the * of an Antibody or * thereof, and any * thereof or * thereto (e.g., * therein)) or other * derived directly or indirectly from the HuMAb Mice, but excluding any Collaboration Products.

"MICE-RELATED KNOW-HOW" shall mean (a) any Information and Inventions with respect to any Mice Materials or other biological materials derived directly or indirectly from the HuMAb Mice, but excluding any Collaboration Products and any Information and Inventions with respect to Exploitation of Collaboration Products, and (b) any Information and Inventions with respect to the HuMAb Mice and the Exploitation thereof, but in each case excluding any Information and Inventions to the extent covered or claimed by the Mice-Related Patents.

"MICE-RELATED PATENTS" shall mean any Patents that claim or cover (a) Mice Materials or other biological materials derived directly or indirectly from the HuMAb Mice, and any Information

As Filed with the Securities and Exchange Commission on August 10, 2001.
*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

and Inventions with respect to the foregoing, but excluding any claims with respect to Collaboration Products or any Information and Inventions with respect to the Exploitation of the Collaboration Products, and (b) the HuMAb Mice and the Exploitation thereof

"MICE-RELATED TECHNOLOGY" shall mean the Mice-Related Know-How and the Mice-Related Patents.

"MRC AGREEMENT" shall mean that certain License Agreement entered into by the Medical Research Council Institute of Animal Physiology and Genetics Research of Babraham Hall and Marianne Bruggdmann and GenPharm International, Inc., effective October 1, 1993, as amended on August 12, 1994.

"NORTHWEST KNOW-HOW" shall mean all Information and Inventions in the Control of Northwest or its Affiliates as of the Effective Date or at any time during the Term that are necessary or reasonably useful for the Exploitation of the Collaboration Products, including the discovery, identification or characterization of Collaboration Targets, or for the exercise of the Northwest Patents, in each case that are not generally known, but excluding (x) any Information and Inventions included in the Collaboration Technology, and (y) any Information and Inventions to the extent covered or claimed by the Northwest Patents. Northwest Know-How shall include all: (a) biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, clinical and safety data and information related to the Collaboration Targets and the Collaboration Products, and (b) data and information with respect to, and resulting from, assays and biological methodologies necessary or reasonably useful for the Exploitation of the Collaboration Targets and the Collaboration Products.

"NORTHWEST PATENTS" shall mean all of the Patents that Northwest and its Affiliates Control as of the Effective Date and at any time during the Term, that claim or cover any invention necessary or reasonably useful for the Exploitation of the Collaboration Products, including any Patents that claim or cover any Collaboration Target or any method for the discovery, identification or characterization of Collaboration Targets, but excluding any Collaboration Patents.

"NORTHWEST TECHNOLOGY" shall mean the Northwest Know-How and Northwest Patents.

"PATENTS" shall mean (x) all patents and patent applications, (y) any substitutions, divisions, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like, and any provisional applications, of any such patents or patent applications, and (z) any foreign or international equivalent of any of the foregoing.

"PRE-EXISTING AGREEMENT" shall mean, with respect to an Antigen, any agreement with a Third Party that would preclude such Antigen from becoming a Collaboration Target hereunder that was entered into by Northwest or any of its Affiliates, as applicable, prior to the Effective Date.

"PRODUCT TRADEMARKS" shall mean the trademarks developed for the Collaboration Products by the Steering Committee, all packaging designs and other trade dress used in connection with the Collaboration Products and such other Trademarks relating thereto and any registrations thereof or any pending applications relating thereto.

"PRODUCTION PROCESS DEVELOPMENT" shall mean the development of processes and technology to facilitate production, purification, evaluation, characterization, stability assessment, vialing and distribution, and release of a Collaboration Antibody.

"PRODUCTION PROCESS KNOW-HOW" shall mean any Information and Inventions with respect to the Production Process Development or the manufacture of Antibody Products, but excluding any Information and Inventions to the extent covered or claimed by the Production Process Patents.

"PRODUCTION PROCESS PATENTS" shall mean any Patents of Medarex that claim or cover the Production Process Development or the manufacture of Antibody Products.

"PRODUCTION PROCESS TECHNOLOGY" shall mean any Production Process Know-How and Production Process Patents.

"REGULATORY APPROVAL" shall mean any and all approvals (including pricing and reimbursement approvals), licenses, registrations or authorizations of any Regulatory Authority, necessary for the Exploitation of a Collaboration Product in a country, including any (a) approval for a Collaboration Product (including any INDs, BLAs and supplements and amendments thereto); (b) pre- and post-approval marketing authorizations (including any prerequisite manufacturing approval or authorization related thereto); (c) labeling approval; and (d) technical, medical and scientific licenses.

"REGULATORY AUTHORITY" shall mean any applicable government entities regulating or otherwise exercising authority with respect to the Exploitation of the Collaboration Targets or the Collaboration Products in the Territory.

"REGULATORY DOCUMENTATION" shall mean all applications, registrations, licenses, authorizations and approvals (including all Regulatory Approvals), all correspondence submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority), all supporting documents and all clinical studies and tests, relating to any Collaboration Antibody, Collaboration Target or any Collaboration Products, and all data contained in any of the foregoing, including all regulatory drug lists, advertising and promotion documents, adverse event files and complaint files.

"TARGET ENTRY PERIOD" shall mean a four (4) year period starting on the Effective Date (1) earlier terminated by (A) the unanimous agreement of the Parties, or (B) either Party pursuant to Article 8; or (ii) extended by unanimous agreement of the Parties. The termination or expiration of the Target Entry Period shall not constitute a termination of this Agreement.

"TECHNOLOGY" shall mean Medarex Technology, the Northwest Technology and/or the Collaboration Technology, as applicable.

"TERRITORY" shall mean the entire world.

"THIRD PARTY" shall mean any party other than Medarex, Northwest or their respective Affiliates,

"THIRD-PARTY KNOW-HOW" shall mean any and all Information and Inventions that Medarex or any of its Affiliates Control pursuant to the Biosite Agreement, the Kirin Agreement or any other agreement with a Third Party that is entered into after the Effective Date, but excluding any Information and Inventions that are claimed or covered by the Third-Party Patents.

"THIRD-PARTY PATENT" shall mean any Patents that Medarex or any of its Affiliates Control pursuant to the Biosite Agreement, the Kirin Agreement or any other agreement with a Third Party that is entered into after the Effective Date.

"TRADEMARK" shall include any word, name, symbol, color, designation or device or any combination thereof, including any trademark, trade dress, service mark, service name, brand mark, trade name, brand name, logo or business symbol.

TERMS DEFINED ELSEWHERE IN THIS AGREEMENT. The following terms are defined in the applicable Sections of this Agreement:

DEFINED TERM                                    SECTION
Northwest Research Activities                   Section 1.2.4
Antigen Evaluation Material                     Section 1.2.2(a)
Assay                                           Section 1-2.3(c)
Assay Candidate                                 Section 1.2.6(a)
Assay Success Criteria                          Section 1.2.3(e)
Authorized Commercialization Expenses           Section 4. 1.1
Authorized R&D Expenses                         Section 4.1.2
Biological Materials                            Section 7.5.3
Collaboration                                   Section 1.1
Collaboration Antibody                          Section 1.2.6(a)
Collaboration Expenses                          Section 4.5.1
Collective Opinion of Counsel                   Section 7.4.1
Commercialization Expenses                      Appendix B
Confidential Information                        Section 6.1
Dormant Product                                 Section 5.3
Effective Date                                  Preamble
Election Notice                                 Section 5.1.2
Expert                                          Section 2.3. 1 (a)
Fully-Burdened Production Process Development   Appendix B
Cost
Immunogen                                       Section 1.2-3(a)
Indemnification Claim Notice                    Section 9.3.1
Indemnified Party                               Section 9.3.1
Indemnitee                                      Section 9.3.1
Infringement Suit                               Section 7.4.2

DEFINED TERM                                    SECTION
Initial Antigen                                 Section 1.2.2
Losses                                          Section 9.1
Medarex Research Activities                     Section 1.2.4
Net Profits, Net Losses                         Appendix B
Net Sales                                       Appendix B
Opt-Out                                         Section 5. 1. 1
Opt-Out Notice                                  Section 5. 1.1
Opting-Out Party                                Section 5. 1.1
Other Operating (Income)/Expense                Appendix B
Party                                           Preamble
Project Budget                                  Section 1.3
Project Plan                                    Section 1.3
Replacement Period                              Section 1.2.2(d)
Research and Commercialization Agreement        Section 3.3.2
Reserved Antibody                               Section 1.2.6(b)
Reversion Target                                Section 1.7
Steering Committee                              Section 2. 1.1
Subsequent Antigen                              Section 1.2.2
Term                                            Section 8.1
Third Party Claim                               Section 9.3.2
Third Party Payments                            Appendix B
Unilateral Development and Commercialization    Section 5.1.2
Agreement
Unilateral Product                              Section 5.1.2
Withholding Taxes                               Section 4.4

EXHIBIT 10.3

DEVELOPMENT AGREEMENT

THIS DEVELOPMENT AGREEMENT (the "Agreement"), effective as of July 30, 1997 (the "Effective Date"), is entered into by and between Northwest Clinicals LLC, a Washington limited liability company with an address at 120 Northgate Plaza, Suite 236, Seattle, Washington 98125 ("Clinicals"), and Medarex, Inc., a New Jersey corporation, with an address at 1545 Route 22 East, P.O. Box 953, Annandale, New Jersey 08801 ("Medarex").

BACKGROUND

Clinicals desires to have the prostate specific membrane antigen ("PSMA") gene cloned and a subclone isolated, and to have recombinant PSMA produce for pre-clinical and clinical testing, and Medarex is willing to perform these tasks and produce these materials on a contractual basis, subject to the terms and conditions set forth herein.

THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE I.

DEVELOPMENT

1.1 Development.

1.1.1 Development Activities. Subject to the terms and conditions set forth in this Agreement, Medarex shall use its commercially reasonable efforts to perform the tasks and produce the recombinant PSMA (the "Produce") as set forth on Exhibit A in accordance with the schedule (Exhibit A, Section III) and the Product specifications (the "Specifications") set forth on Exhibit B. Medarex's performance of such tasks will commence upon receipt by Medarex of the Materials (defined below) pursuant to Section 1.2.1.

1.1.2 Changes. Clinicals shall have the right to request reasonable changes in or modifications to the tasks and schedules set forth on Exhibit A, provided such modifications are agreed to by the parties and provided that Clinicals shall be responsible for all costs related to any such changes.

1.2 Clinicals' Obligations.

1.2.1 Materials. Promptly after the Effective Date, Clinicals shall deliver to Medarex the materials listed in Section I of Exhibit A (the "Materials"). Unless otherwise agreed, upon request by Clinicals (and at Clinicals' expense and direction), after acceptance by Clinicals of the Product, Medarex will return to Clinicals any remaining Materials.

1.2.2 Assistance. Clinicals will perform all biological assays necessary to determine the bioactivity of the Product. In addition, Clinicals agrees to provide reasonable assistance as necessary to facility Medarex's conduct of its activities pursuant to Exhibit A.

1.3 Product. Medarex shall use commercially reasonable efforts to perform the tasks on Exhibit A, Section II, and shall deliver to Clinicals the Product samples and Product in accordance with the Schedule set forth in Exhibit A,
Section III. Product samples and Product will be suitably packed in 100 mg aliquots for shipment and shipped F.O.B. from Medarex's facility in New Jersey pursuant to instruction from Clinicals. All costs of shipping and insurance, as well as any special packaging expenses, shall be paid by Clinicals.

1.4 Acceptance. Upon receipt of a Product sample from Medarex, Clinicals shall evaluate such Product sample to confirm the bioactivity of such Product sample. Clinicals shall have thirty (30) days following its receipt of Product sample to provide a written report to Medarex confirming the bioactivity of such Product sample, or to notify Medarex that such Product sample was inactive. Medarex will ship Product to Clinicals upon receipt by Medarex of Clinicals' report confirming the bioactivity of the applicable Product sample; Medarex will reproduce any inactive Product sample and redeliver to Clinicals as soon as possible another Product sample for testing.

Following confirmation of the bioactivity of the Product sample, Clinicals shall have ten (10) business days to inspect each subsequent shipment of Product, and may reject Product that does not conform to the Specifications, provided that Clinicals shall notify Medarex of any such Product rejection within ten (10) business days of delivery.

1.5 Rejection. Upon the rejection of any Product by Clinicals, Medarex shall promptly deliver to Clinicals appropriate conforming replacement of the rejected Product. Replacement Product shall also be subject to acceptance by Clinicals under the procedure set forth in Section 1.4. If Clinicals does not provide written notice of rejection to Medarex within ten (10) business days of the receipt of Product by Clinicals, Clinicals shall be deemed to have accepted the Product.

1.6 Development Fee. In consideration for the satisfactory and timely performance of the tasks specified in Exhibit A, Clinicals will pay to Medarex a fee of seven hundred twenty-five thousand dollars ($725,000), to be paid as follows:

a. One-third of the fee ($241,666) shall be paid to Medarex upon full execution of this Agreement.

b. One-third of the fee ($241,666) shall be paid after delivery of acceptable Product sample, conforming to the Specifications, for preclinical testing.

c. Final payment of the balance of the fee shall be made following delivery of five (5) grams of Product, conforming to the Specifications, for clinical use, and after completion of the DMF filings.

ARTICLE II.

CONFIDENTIALITY

2.1 Confidential Information. The parties may from time to time disclose to each other Confidential Information. "Confidential Information" shall mean any information or material disclosed by one party to the other party hereto which if disclosed in tangible form is marked "confidential" or with other similar designation to indicate its confidential or proprietary nature or if disclosed orally is indicated orally to be confidential or proprietary by the party disclosing such information at the time of such disclosure and is confirmed in writing as confidential or proprietary by the disclosing party within thirty (30) days after such disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information that, in each case as demonstrated by written documentation: (i) was already known to be the receiving party, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (iii) 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; (iv) was subsequently lawfully disclosed to the receiving party by a person other than the disclosing party; or (v) was developed by the receiving party without reference to any Confidential Information of the disclosing party.

2.2 Confidentiality. Each party hereby agrees: (i) to at all times hold and maintain in strict confidence all Confidential Information of the other party; and (ii) not to use or disclose any Confidential Information of the other party at any time except to those employees and consultants who have a need to know, and only as may be necessary to exercise its rights or perform its obligations under this Agreement; provided that each party to whom Confidential Information is disclosed agrees to be bound by the same terms regarding the disclosure and use of confidential Information as set forth in this Article 2. Nothing contained in this Article 2 shall prevent either party from disclosing any Confidential Information of the other party to the extent such Confidential Information is required by law or regulation to be disclosed; provided, however, that the party subject to such disclosure requirement in order to enable the other party to seek a protective order or otherwise prevent disclosure of such Confidential Information.

2.3 Return of Confidential Information. Upon termination or expiration of this Agreement, each party shall return all Confidential Information in its possession that was received from the other party, unless otherwise agreed in writing.

ARTICLE III.

INTELLECTUAL PROPERTY

3.1 Ownership. Subject to the limited license granted in Section 3.2, each party shall have and retain exclusive ownership of any and all of its Confidential Information, technology, inventions, know-how, trade secrets, documentation, data and all other tangible and intangible items, and all intellectual property rights therein and thereto ("Technology").

3.2 License to Medarex. Clinicals hereby grants to Medarex a non-exclusive, non-transferable license under the Materials and all Clinicals' Technology only for such limited rights as may be necessary for the conduct by Medarex of its obligations under this Agreement. This limited license shall terminate automatically upon the termination of this Agreement unless otherwise agreed in writing by Clinicals.

3.3 Implied Licenses. No rights or licenses with respect to Medarex's Technology or Clinicals' Technology or other intellectual property owned by Medarex or Clinicals are granted or shall be deemed granted hereunder or in connection herewith.

ARTICLE IV.

REGULATORY MATTERS

4.1 DMF Submission. Medarex shall submit a drug master file (the "DMF") for the Product with the United States Food and Drug Administration (the "FDA") in accordance with Exhibit A.

4.2 Inspections. Clinicals' representatives shall have the right at agreed times to visit Medarex's facilities during normal working hours to observe the conduct of the activities set forth in Exhibit A, and to discuss such activities with Medarex. In addition, Medarex shall permit the FDA to conduct such inspections of Medarex's facilities as the FDA may request, and shall cooperate with the FDA with respect to such inspections and any related matters.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

5.1 Medarex. Medarex represents and warrants that: (i) it has full power to enter into this Agreement and to grant and assign to Clinicals the rights granted and assigned to Clinicals hereunder; (ii) it has obtained all necessary corporate approvals to enter into and execute the Agreement; (iii) Medarex shall materially comply with the requirements of any and all applicable federal, state, and local laws, regulations, and rules governing activities to be conducted by Medarex pursuant to this Agreement; (iv) Medarex will not transfer or deliver the Material or the Product to any person or entity other than Clinicals; and (v) upon shipment to Clinicals, all Product will materially conform to the Specifications for such Product.

5.2 Clinicals. Clinicals represents and warrants that: (i) it has full power to enter into the Agreement; and (ii) it has obtained all necessary corporate approvals to enter and execute into this Agreement; (iii) the Materials provided by Clinicals will be suitable for use by Medarex in connection with the activities set forth on Exhibit A.

5.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, MEDAREX MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCT OR THE SUBJECT MATTER HEREIN AND ANY AND ALL WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS ARE EXPRESSLY EXCLUDED.

ARTICLE VI.

INDEMNIFICATION

6.1 Clinicals. Clinicals shall indemnify, defend and hold harmless Medarex, its directors, officers, employees, agents, successors and assigns (each an "Indemnitee") from and against all liabilities, expenses or costs (including reasonable attorneys' fees) ("Liability") arising out of any claim, complaint, suit, proceeding or cause of action against any of them by a third party alleging physical injury or death or otherwise resulting from (i) the clinical testing of the Product by or on behalf of Clinicals; (ii) the safety of the Product distributed by or on behalf of Clinicals; (iii) the promotion, distribution, sale, handling, possession, or use of the Product by or on behalf of Clinicals following its or their acceptance thereof in accordance with
Section 1.4 above; (iv) any negligent or intentionally wrongful acts or omissions of Clinicals; (v) any claim that the Product infringes any third party's intellectual property rights; and (vi) any breach by Clinicals of its representations and warranties under Section 5.2 above, in each case subject to the requirements set forth in Section 6.3 below.

6.2 Medarex. Medarex shall indemnify, defend and hold harmless Clinicals, its directors, officers, employees, agents, successors and assigns (each an "Indemnitee") from and against all liabilities, expenses, and costs (including reasonable attorneys' fees) (a "Liability") arising out of any claim, complaint, suit, proceeding or cause of action against any of them by a third party alleging physical injury or death or otherwise resulting from (i) the grossly negligent or intentionally wrongful acts or omissions of Medarex in connection with the performance of this Agreement, and (ii) any breach by Medarex of any of its representations and warranties under Section 5.1, in each case subject to the requirements set forth in Section 6.3 below.

6.3 Procedure. In the event that any Indemnitee intends to claim indemnification under this Article 6 it shall promptly notify the indemnifying party in writing of such alleged Liability. The indemnifying party shall have the right to control the defense and settlement thereof. The Indemnities shall cooperate with the indemnifying party and its legal representatives in the investigation of any action, claim or liability covered by this Article 6. The Indemnitee shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to any claim or suit without the prior written consent of the indemnifying party, which the indemnifying party shall not be required to give.

ARTICLE VII.

TERM AND TERMINATION

7.1 Term. Unless terminated earlier in accordance with this Article 7, the term of this Agreement shall commence on the Effective Date and shall continue in full force until delivery of all Product as required under its Agreement.

7.2 Termination for Breach. This Agreement may be terminated at any time by either party if the other party breaches any material term or condition of this Agreement and fails to remedy the breach within thirty (30) days after being given written notice thereof.

7.3 Termination by Clinicals. Every three (3) months during the term of this Agreement, Medarex shall prepare and submit to Clinicals written reports which detail the progress of, and future planned schedules for, the tasks to be performed by Medarex under this Agreement. Further, at any time during the term of this Agreement, if, in the exercise of its reasonable discretion, Clinicals determines that Medarex is not capable of meeting its obligations under this Agreement in a timely manner based upon the tasks to be performed and schedule to be met by Medarex (Exhibit A, Sections II and III), Clinicals may give Medarex notice thereof. Within ten (10) days following its receipt of said notice, Medarex shall provide to Clinicals adequate assurance of future performance acceptable to Clinicals. If said adequate assurance is not given or is not reasonably acceptable to Clinicals, Clinicals may thereupon terminate this Agreement at any time at its election.

7.4 Effect of Termination.

7.4.1 Accrued Rights and Obligations. It is understood that termination or expiration of this Agreement shall not relieve a party from any right or liability which, at the time of such termination or expiration, has already accrued to the other party.

7.4.2 Expenditures. Upon termination of this Agreement, Medarex will immediately cease making expenditures attributable to the activities set forth in Exhibit A. Upon termination, Clinicals shall be responsible only to reimburse Medarex for all costs actually incurred in connection with its performance of this Agreement prior to Medarex's receipt of notice of termination, provided that in no event shall Medarex be entitled to receive more than its portion of the fee set forth in Section 1.6 applicable to the tasks actually performed by Medarex. Within thirty (30) days of the effective date of termination, Medarex shall provide Clinicals a final written report of all costs incurred and shall reimburse Clinicals for any portion of the fee under Section 1.5 which Clinicals advanced which is in excess of such total costs incurred by Medarex.

7.4.3 Survival. The provisions of Sections 3.1, 3.3, 7.4, and Articles 2, 5, 6, and 8 shall survive the termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement.

ARTICLE VIII.

MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by the laws of the State of Washington, without reference to conflicts of laws principles.

8.2 Arbitration. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by binding

arbitration in a mutually agreed neutral location (or in the absence of mutual agreement, Chicago, Illinois) under the Commercial Arbitration Rules of the American Arbitration Association by three (3) arbitrators appointed in accordance with said rules. The decision and/or award rendered by the arbitrators shall be written, final and non-appealable and may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. The costs of any arbitration, including administrative fees and fees of the arbitrators, shall be shared equally by the parties, unless otherwise determined by the arbitrators. Each party shall bear the cost of its own attorneys' and expert fees. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief without breach of thus arbitration provision.

8.3 Assignment. The parties agree that their rights and obligations under this Agreement may not be assigned or otherwise transferred to a third party without the prior written consent of the other party hereto. Notwithstanding the foregoing, either party may transfer or assign its rights and obligations under this Agreement to a successor to all or substantially all of its business or assets relating to this Agreement whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

8.4 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
PARTY OR ANY THIRD PARTY FOR ANY SPECIAL CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8.5 Independent Contractors. The relationship between the parties shall be that of independent contracting parties and nothing in this Agreement shall be construed to create any other relationship between Medarex and Clinicals. Neither party shall have any right, power, or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other.

8.6 Severability. If any provision(s) of this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, this Agreement shall continue in full force and effect without said provisions.

8.7 Waiver. The failure of a party to enforce any provision of the Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

8.8 Entire Agreement. This Agreement with its Exhibits constitutes the entire Agreement between Clinicals and Medarex with respect to all subject matters covered by the Agreement and supersedes all prior communications, understandings and agreements. This Agreement may only be modified by a written document executed by both parties.

8.9 Notices. Any notices made pursuant to this Agreement shall be in writing and shall be deemed effective when sent by certified mail to the addresses set forth above, or to such other address as each party may specify by written notice with respect thereto.

8.10 Counterparts. This Agreement may be executed in two counterparts, each of which will be deemed an original and both of which together shall constitute one instrument.

8.11 Insurance. Each party shall procure and maintain appropriate levels of comprehensive general liability or product liability insurance coverage of their respective activities under this Agreement and shall upon request provide certificates of such insurance coverage to the other party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

MEDAREX, INC., a New Jersey             NORTHWEST CLINICALS LLC, a
corporation                             Washington limited liability company



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

Title:                                  Title:
      ------------------------------          ----------------------------------

Date:                                   Date:
     -------------------------------         -----------------------------------

EXHIBIT A

DEVELOPMENT ACTIVITIES

I. Materials: Clinicals will provide to Medarex the following materials and documents (the "Materials"):

1. Human PSMA DNA clones in a mammalian expression vector;

2. Antibody for determination of PSMA and Western blot analysis;

3. Four (4) to five (5) milligrams of purified PSMA; and,

4. Protocol for purification of recombinant PSMA.

II. Tasks: Medarex will perform the following services:

1. Clone the PSMA gene into Medarex's vector and express PSMA in Medarex's cell lines;

2. Isolate a clone secreting approximately 5 mg/liter of PSMA;

3. Develop serum-free medium conditions for recombinant cell line;

4. Develop and optimize a large scale production process capable of producing up to 5 grams of PSMA;

5. Produce initially several milligrams of PSMA for preclinical laboratory testing;

6. Produce 5 gm. of recombinant PSMA under GMP conditions that meet current FDA standards with regards to purity, sterility, pyrogenicity, safety, toxicity, and identity for well characterized biologicals; and which meet the Specifications set forth on Exhibit B.

7. File all required DMF with the FDA for recombinant PSMA.

III. Schedule:

1. August 1, 1997 -- Clinicals delivers two PSMA constructs to Medarex;'

2. December, 1997 -- Medarex delivers approximately 10 mg of recombinant PSMA to Clinicals for preclinical testing;

3. March, 1998 -- Medarex delivers 150 to 200 mg GMP grade PSMA to Clinicals for Phase I clinical trials; Medarex files a DMF with the FDA;

4. May, 1998 -- Medarex delivers remainder of the 5 gm of GMP grade PSMA to Clinicals; Medarex files a DMF with the FDA if necessary.

EXHIBIT B

SPECIFICATIONS

All Product samples and Product shall pass the following testing procedures to the reasonable satisfaction of Clinicals. Clinicals may perform any or all of the following tests upon any delivery of Product samples or Product, in its discretion:

1. Western Blot assay, using several PSMA specific monoclonal antibodies;

2. PSMA-loaded dendritic cells to stimulate PSMA specific cytotoxic T cells; and

3. Amino acid sequence analysis of a specific cyanogen bromide cleavage peptide from PSMA.

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement"), dated as of April 19, 2001, and effective as of February 2, 2001 (the "Effective Date"), is made and entered into by and between Northwest Biotherapeutics, Inc., a Delaware corporation, (the "Company"), and Daniel O. Wilds (the "Executive").

The Company and Executive hereby agree as follows:

1. EMPLOYMENT

The Company will employ Executive and Executive will accept employment by the Company as President and Chief Executive Officer. During Executive's employment, Executive shall serve the Company faithfully and to the best of his ability, devoting substantially all his working time, attention and energies to the business of the Company, unless otherwise approved in writing by the Board of Directors of the Company (the "Board"). Subject to the direction of the Board, Executive will have such reasonable duties, responsibilities, powers and authority as are prescribed by the Board or the bylaws of the Company. Executive shall not engage in any other business activity (except the management of personal investments, charitable and civic activities, and, upon completion of an initial public offering of the Company's Common Stock, participation as a director for companies that do not compete with the Company, that in the aggregate do not interfere with the performance of Executive's duties) without first obtaining the written consent of the Board, but such consent shall not unreasonably be withheld.

2. TERM OF AGREEMENT

The term of this Agreement ("Term") shall commence on February 2, 2001 and will continue in effect until January 31, 2004, unless otherwise terminated as set forth herein.

3. COMPENSATION

(a) BASE SALARY. Company shall pay Executive a base salary at an annual rate of Three Hundred Thousand Dollars ($300,000) payable in accordance with Company's regular pay schedule for senior management. The Board shall review Executive's salary and performance annually, and Executive shall be eligible for an increase in his base salary based on such review. Upon the successful completion of the Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act, Executive's then-current base salary shall increase by 25%.

(b) INCENTIVE COMPENSATION. Company shall establish an incentive compensation plan and Executive shall participate in that plan. Within the first 90 days of each fiscal year, the Board and Executive shall discuss and agree on financial and other performance objectives for Executive and Company for the fiscal year. Executive shall receive an incentive compensation opportunity of up to a maximum of 45% of his base salary based on his ability to meet these objectives and as approved by the Board.

(c) STOCK OPTIONS. The Company shall cause the Board to authorize the issuance of non-qualified options to Executive to acquire shares of the Company's common stock ("Shares"), under the following terms and conditions:

(1) Executive is granted an option to purchase Seventy-Nine Thousand Three Hundred (79,300) Shares at an exercise price of $1.25 per Share.

(2) Executive may, at his or the Company's option, pay for all or any portion of the aggregate exercise price by delivering a combination of any or all of the following:

(i) By delivering shares of the Company's common stock previously held by Executive which have a fair market value at the date of exercise equal to the aggregate exercise price to be paid by Executive upon such exercise. For purposes of this clause, the fair market value such shares is to be determined by the Board and shall be final and binding, provided that if the shares are publicly traded, the shares' fair market value shall be their average opening and closing prices on the date of exercise;

(ii) By delivering a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds to pay the exercise price; or

(iii) By delivering a full recourse promissory note for all or part of the aggregate exercise price, payable on such terms and bearing such interest rate as determined by the Board (but in no event less than the minimum interest rate specified under the Internal Revenue Code at which no additional interest would be imputed and in no event more than the maximum interest rate allowed under applicable usury laws), which promissory note may be either secured or unsecured in such manner as the Board shall approve (including, without limitation, by a security interest in shares of the Company's stock).

(3) The options shall vest in equal amounts monthly over 36 months; provided that, in the event the Company undergoes a change of control ("Change of Control") by virtue of a sale or exchange of shares in a transaction or series of transactions occurring in any twelve-month period resulting in the Company's stockholders as of the beginning of such twelve-month period holding less than 50% of the outstanding equity and underlying options and warrants at the end of such period, all of Executive's options shall become immediately vested and fully exercisable upon such Change of Control.

(4) The option term of Executive's vested options shall terminate upon the first to occur of: (i) Executive's termination of employment with the Company by Company for Cause (as such term is defined in Section 5(f)) or by Executive without Good Reason (as such term is defined in Section 5(g)); or (ii) ten years from the date the options are issued.

(5) The Board will qualify the options for an exemption from registration under the applicable federal and Washington State securities laws.

(d) BENEFITS.

(1) Executive shall be entitled to receive four weeks paid vacation and all benefits (such as medical, dental, sick leave, disability, and retirement benefits) as are generally

available from time to time to employed senior executives of Company. For purposes of this section, benefits offered to employees leased to Company are not benefits under this section.

(2) Company will maintain a reasonable policy of insurance for directors and officers liability as determined by the Board. Executive will be included within that policy of insurance with the premiums paid by Company.

4. TERMINATION

Employment of Executive pursuant to this Agreement may be terminated as follows:

(a) BY EXECUTIVE. Executive may terminate his employment at any time, for any reason.

(b) BY THE COMPANY. The Company may terminate the employment of Executive at any time, for any reason, with or without cause.

(c) AUTOMATIC TERMINATION. This Agreement and Executive's employment shall terminate automatically upon the death or total disability of Executive. The term "total disability" as used in this Agreement shall mean Executive's inability to perform the duties set forth in Section 1 for a period or periods aggregating one-hundred twenty (120) calendar days in any 12-month period as a result of physical or mental illness, loss of legal capacity or any other cause beyond Executive's control, unless Executive is granted a leave of absence by the Board. Executive and the Company acknowledge that Executive's ability to perform the duties specified in Section 1 is of the essence of this Agreement.

5. TERMINATION PAYMENTS

In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate, except as specifically provided in this Section 5. For purposes of this Agreement, the effective date of termination shall be thirty (30) days after the Executive or the Company gives written notice of termination.

(a) TERMINATION BY THE COMPANY WITH CAUSE. Upon termination by the Company with Cause (as defined below), the Company shall pay Executive any unpaid annual base salary, earned but unused vacation, and bonuses due (if any), for services already performed (subject to normal withholding and other deductions) to the effective date of termination of employment.

(b) TERMINATION BY THE COMPANY WITHOUT CAUSE. Upon termination by the Company without Cause (as defined below), the Company shall pay Executive any unpaid annual base salary, any amount due but not paid under the Company's Incentive Compensation Plan, earned but unused vacation and bonuses due (if any) for services already performed (subject to normal withholding and other deductions) to the effective date of termination of employment; and monthly severance payments equivalent to six (6) months base salary and six (6) months at one-half (1/2) base salary. These payments will be made in accordance with the Company's customary payroll schedule, minus deductions required by law. The Company will issue and file appropriate tax documents in connection with any severance payments. Payment of the above-described severance compensation and benefits is conditioned on Executive executing a

full mutual release of all claims related to his employment with or termination from Company in substantially the form attached hereto as Exhibit A. Such a release will not include accrued and unpaid wages and benefits, claims to industrial insurance, vested pension benefits or indemnification rights. Executive will have the duty to mitigate the costs of Company by attempting to obtain other employment within a reasonable time after termination; Executive's compensation from such other employment will be credited against the amounts due from Company to the extent the combined compensation from Executive's new position and Company's payments under this Section 5(b) would otherwise exceed Executive's base salary (or one-half (1/2) base salary, as the case may be) with Company at the date of termination.

(c) TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. Upon termination by Executive without Good Reason (as defined below), Executive shall be paid the compensation as set forth in Section 5(a) and shall not be entitled to any other benefits or payments.

(d) TERMINATION BY EXECUTIVE WITH GOOD REASON. Upon termination by Executive with Good Reason (as defined below), Executive shall receive the compensation as set forth in Section 5(b) and shall not be entitled to any other benefits or payments.

(e) TERMINATION AS A RESULT OF DEATH OR TOTAL DISABILITY. In the event of termination of Executive's employment pursuant to Section 4(c), Executive or his estate shall be paid the compensation set forth in Section 5(a) and shall not be entitled to any other benefits or payments.

(f) DEFINITION OF "CAUSE." "Cause" as used in this Agreement shall mean a determination by the Board that one or more of the following has occurred:

willful misconduct, or dishonesty in the performance of Executive's duties that results in a material adverse effect on the Company;

conviction of Executive of a felony involving an act of dishonesty, moral turpitude, deceit or fraud; or

current use by the Executive of illegal substances.

(g) DEFINITION OF "GOOD REASON." "Good reason" shall mean the occurrence of any of the following events, without the consent of the Executive:

a demotion or other material reduction in the nature or status of Executive's responsibilities; or"

a material reduction in Executive's annual base salary or any failure by the Company to satisfy its duty to compensate the Executive as required under this Agreement.

6. INTELLECTUAL PROPERTY

Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of

authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive during the term of Executive's employment with Company to and only to the fullest extent allowed by Washington Revised Code Annotated Section 49.44.140 (which is attached as Exhibit B) (collectively "Inventions") and Executive will promptly disclose all Inventions to Company. Executive will also disclose anything Executive believes is excluded by Section 49.44.140 so that Company can make an independent assessment. Executive hereby makes all assignments necessary to accomplish the foregoing. Executive shall further assist Company, at Company's expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. Executive hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact to act for and in Executive's behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. If Executive wishes to clarify that something created by Executive prior to Executive's employment that relates to Company's actual or proposed business is not within the scope of this Agreement, Executive has listed it on Exhibit C. If Executive uses or (except where disclosed pursuant to this Section 6 as a claimed exclusion to RCW 49.44.140 or in Exhibit C) discloses Executive's own or any third party's confidential information or intellectual property when acting within the scope of Executive's employment or otherwise on behalf of Company, Company will have and Executive hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights. To the extent allowed by law, this section includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively "Moral Rights"). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, consents and agreements from time to time as requested by Company.

7. PRIVACY

Executive recognizes and agrees that Executive has no expectation of privacy with respect to Company's telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Executive's activity and any files or messages on or using any of those systems may be monitored at any time without notice.

8. RESTRICTIVE COVENANTS

Executive acknowledges: (i) that Executive will have access during his employment with Company to confidential information regarding all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) Executive develops, learns or obtains during the term of Executive's employment that relates to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, and that all such information constitutes "Proprietary Information"; (ii) that information regarding Proprietary Information constitutes a valuable asset and trade secret of Company; and (iii) that it is reasonable for

Company to protect itself from misappropriation of Proprietary Information by Executive upon termination of employment or otherwise. Accordingly, in consideration of employment hereunder, and other good and valuable consideration, Executive agrees to the following nondisclosure, noninterference and noncompetition covenants during the Term and for a period of twenty-four
(24) months after the Term:

(a) NONDISCLOSURE. Executive will not copy, remove, or disclose any Proprietary Information, except as may be required by law or in the course of performing services for Company, Executive will hold in confidence and not disclose or, except within the scope of Executive's employment, use any Proprietary Information at any time, even after Executive's employment with Company ends for whatever reason. However, Executive shall not be obligated under this paragraph with respect to information Executive can document by clear and convincing evidence is or becomes readily publicly available without restriction through no fault of Executive. Upon termination of Executive's employment or if sooner requested, Executive will promptly return to Company all items containing or embodying Proprietary Information (including all copies), except that Executive may keep Executive's personal copies of (i) Executive's compensation records, (ii) materials distributed to shareholders generally and
(iii) this Agreement;

(b) NONINTERFERENCE. Executive will not employ, solicit, or seek to employ any person who is an employee of Company or its subsidiaries (i) as of the date hereof; (ii) during the Term, or (iii) at the time of employment or solicitation; and

(c) NONCOMPETITION AND NONSOLICITATION. Executive will not, directly or indirectly, as principal, agent, employee, officer, shareholder, consultant or otherwise, engage in any business that competes directly with Company or any of its subsidiaries, and will not solicit or aid in soliciting, endeavor to obtain as a customer or client, accept sales, marketing, financial, or consulting business from, or perform sales, marketing, consulting or related business for any person, firm, corporation, association or other entity: (i) that is or was a Company customer for whom Executive performed any services or with whom Executive had maintained substantial business contacts at any time during the Term; or (ii) whose business Executive solicited, either alone or in conjunction with others, on behalf of Company or any of its subsidiaries during the Term.

Executive acknowledges and agrees: (i) that a breach of any of the covenants contained in this Section 8 would cause irreparable injury to Company and its subsidiaries for which monetary damages alone would be inadequate to compensate and protect Company and its subsidiaries; (ii) that Company and its subsidiaries may therefore seek and obtain injunctive relief to enjoin any breach of such restrictive covenants in addition to, and not in limitation of, any other legal or equitable remedies that are available as a matter, of law or equity; and (iii) that specific enforcement of this Agreement by way of an injunction shall not prevent Executive from earning a reasonable livelihood.
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THE NONDISCLOSURE, NONINTERFERENCE, NONCOMPETITION AND NONSOLICITATION COVENANTS CONTAINED HEREIN ARE NECESSARY FOR THE PROTECTION OF COMPANY'S LEGITIMATE BUSINESS INTERESTS AND ARE REASONABLE IN DURATION, GEOGRAPHIC SCOPE, AND OTHER CONTENT. However, in the event a court of competent jurisdiction should decline to enforce any term of the nondisclosure, noninterference, noncompetition or nonsolicitation covenants, as written herein, such covenant

shall be deemed to be modified to require confidentiality and restrict Executive's interference, competition and solicitation with Company and its subsidiaries to the maximum duration, geographic scope, and other content that the court shall find enforceable.

9. ASSIGNMENT

This Agreement is personal to Executive and shall not be assignable by Executive. If the Company changes it name or changes a limited liability corporation to another corporate form, this Agreement will remain in effect between the Executive and the Company's successor. All the terms and provisions of this Agreement shall be binding on and shall inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

10. WAIVERS

No delay or failure by any party to this Agreement in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver. The express waiver by a party of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

11. ARBITRATION

Any controversies or claims arising out of or relating to this Agreement shall be fully and finally settled by arbitration in the city of Seattle, Washington in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect (the "AAA Rules"), conducted by one arbitrator either mutually agreed upon by the Company and Executive or chosen in accordance with the AAA Rules, except that the parties shall have any right to discovery as would be permitted by the Federal Rules of Civil Procedure for a period of 90 days following the commencement of such arbitration, and the arbitrator shall resolve any dispute that arises in connection with such discovery. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

12. AMENDMENTS IN WRITING

No amendment, modification, waiver, termination or discharge of any provision of this Employment Agreement, nor consent to any departure from any provision of this Agreement by either party, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and Executive.

13. APPLICABLE LAW

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the state of Washington, without regard to any rules governing conflicts of laws.

14. SEVERABILITY

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law (a) all other provisions shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision, and (c) any court or arbitrator having jurisdiction shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

15. HEADINGS

All headings used in this Agreement are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

16. COUNTERPARTS

This Agreement, and any amendment or modification entered into pursuant to
Section 12, may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument.

NORTHWEST BIOTHERAPEUTICS, INC.             EXECUTIVE:

By:
   ---------------------------------        ---------------------------------
   George Hutchinson, Chairman              Daniel O. Wilds

EXHIBIT A

WAIVER AND RELEASE

For and in consideration of the severance payments and benefits set out in the Employment Agreement attached hereto, Executive, on behalf of himself and his agents, heirs, successors and assigns, expressly waives any claims against Company and releases Company (including its officers, directors, stockholders, managers, agents and representatives) from any and all claims, demands, liabilities, damages, obligations, actions or causes of action of any kind, known or unknown, past or present, arising out of, relating to, or in connection with Executive's employment, termination of employment, or the holding of any office with Company or any other related entity. The claims released by Executive include, but are not limited to, claims for defamation, libel, invasion of privacy, intentional or negligent infliction of emotional distress, wrongful termination, constructive discharge, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, or for violation of any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employment Retirement Income Security Program or any other legal limitation on the employment relationship.

This waiver and release shall not waive or release claims (1) where the events in dispute first arise after execution of this Release; (2) for rights or benefits due under the Employment Agreement attached hereto; or (3) relating to Executive's rights to indemnity as a corporate officer of Company.

Executive agrees he has been provided the opportunity to consider whether to enter into this Release, and has voluntarily chosen to enter into it on this date. This Release shall be effective when signed. Executive acknowledges that he is voluntarily executing this Release, that he has carefully read and fully understands all aspects of this Release and the attached Employment Agreement, that he has not relied upon any representations or statements not set forth herein or made by Company's agents or representatives, that he has been advised to consult with an attorney prior to executing the Release, and that, in fact, he has consulted with an attorney of his choice as to the subject matter and effect of this Release.

EXHIBIT B

WASHINGTON REVISED CODE ANNOTATED SECTION 49.44.140

Washington Revised Code Annotated Section 49.44.140 provides as follows:

A provision in an employment agreement that provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and that was developed entirely on the employee's own time, unless:

(a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or

(b) the invention results from any work performed by the employee for the employer.

Any provision that purports to apply to such an invention is to that extent against the public policy of this state and is to that extent unenforceable.

An employer shall not require a provision made void and unenforceable by subsection (a) of this section as a condition of employment or continuing employment.

EXHIBIT C

None.

EXHIBIT 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement"), dated as of April ____, 2001, and effective as of February 2, 2001 (the "Effective Date"), is made and entered into by and between Northwest Biotherapeutics, Inc., a Delaware corporation, (the "Company"), and Alton Lee Boynton (the "Executive").

The Company and Executive hereby agree as follows:

1. EMPLOYMENT

The Company will employ Executive and Executive will accept employment by the Company as Vice President and Chief Scientific Officer. During Executive's employment, Executive shall serve the Company faithfully and to the best of his ability, devoting substantially all his working time, attention and energies to the business of the Company, unless otherwise approved in writing by the Board of Directors of the Company (the "Board"). Subject to the direction of the Board, Executive will have such reasonable duties, responsibilities, powers and authority as are prescribed by the Company's Chief Executive Officer. Executive shall not engage in any other business activity (except the management of personal investments, charitable and civic activities, and, upon completion of an initial public offering of the Company's Common Stock, participation as a director for companies that do not compete with the Company, that in the aggregate do not interfere with the performance of Executive's duties) without first obtaining the written consent of the Board, but such consent shall not unreasonably be withheld.

2. TERM OF AGREEMENT

The term of this Agreement ("Term") shall commence on February 2, 2001 and will continue in effect until January 31, 2004, unless otherwise terminated as set forth herein.

3. COMPENSATION

(a) BASE SALARY. Company shall pay Executive a base salary at an annual rate of Two Hundred Sixty-Five Thousand Dollars ($265,000) payable in accordance with Company's regular pay schedule for senior management. The Board shall review Executive's salary and performance annually, and Executive shall be eligible for an increase in his base salary based on such review. Upon the successful completion of the Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act, Executive's then-current base salary shall increase by 25%.

(b) INCENTIVE COMPENSATION. Company shall establish an incentive compensation plan and Executive shall participate in that plan. Within the first 90 days of each fiscal year, the Board and Executive shall discuss and agree on financial and other performance objectives for Executive and Company for the fiscal year. Executive shall receive an incentive compensation opportunity of up to a maximum of 35% of his base salary based on his ability to meet these objectives and as approved by the Board.

(c) STOCK OPTIONS. The Company shall cause the Board to authorize the issuance of non-qualified options to Executive to acquire shares of the Company's common stock ("Shares"), under the following terms and conditions:

(1) Executive is granted an option to purchase Seventy-Nine Thousand Three Hundred (79,300) Shares at an exercise price of $1.25 per Share.

(2) Executive may, at his or the Company's option, pay for all or any portion of the aggregate exercise price by delivering a combination of any or all of the following:

(i) By delivering shares of the Company's common stock previously held by Executive which have a fair market value at the date of exercise equal to the aggregate exercise price to be paid by Executive upon such exercise. For purposes of this clause, the fair market value such shares is to be determined by the Board and shall be final and binding, provided that if the shares are publicly traded, the shares' fair market value shall be their average opening and closing prices on the date of exercise;

(ii) By delivering a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds to pay the exercise price; or

(iii) By delivering a full recourse promissory note for all or part of the aggregate exercise price, payable on such terms and bearing such interest rate as determined by the Board (but in no event less than the minimum interest rate specified under the Internal Revenue Code at which no additional interest would be imputed and in no event more than the maximum interest rate allowed under applicable usury laws), which promissory note may be either secured or unsecured in such manner as the Board shall approve (including, without limitation, by a security interest in shares of the Company's stock).

(3) The options shall vest in equal amounts monthly over 36 months; provided that, in the event the Company undergoes a change of control ("Change of Control") by virtue of a sale or exchange of shares in a transaction or series of transactions occurring in any twelve-month period resulting in the Company's stockholders as of the beginning of such twelve-month period holding less than 50% of the outstanding equity and underlying options and warrants at the end of such period, all of Executive's options shall become immediately vested and fully exercisable upon such Change of Control.

(4) The option term of Executive's vested options shall terminate upon the first to occur of: (i) Executive's termination of employment with the Company by Company for Cause (as such term is defined in Section 5(f)) or by Executive without Good Reason (as such term is defined in Section 5(g)); or (ii) ten years from the date the options are issued.

(5) The Board will qualify the options for an exemption from registration under the applicable federal and Washington State securities laws.

(d) BENEFITS.

(1) Executive shall be entitled to receive a minimum of four weeks paid vacation and all benefits (such as medical, dental, sick leave, disability, and retirement benefits)

as are generally available from time to time to employed senior executives of Company. For purposes of this section, benefits offered to employees leased to Company are not benefits under this section.

(2) Company will maintain a reasonable policy of insurance for directors and officers liability as determined by the Board. Executive will be included within that policy of insurance with the premiums paid by Company.

4. TERMINATION

Employment of Executive pursuant to this Agreement may be terminated as follows:

(a) BY EXECUTIVE. Executive may terminate his employment at any time, for any reason.

(b) BY THE COMPANY. The Company may terminate the employment of Executive at any time, for any reason, with or without cause.

(c) AUTOMATIC TERMINATION. This Agreement and Executive's employment shall terminate automatically upon the death or total disability of Executive. The term "total disability" as used in this Agreement shall mean Executive's inability to perform the duties set forth in Section 1 for a period or periods aggregating one-hundred twenty (120) calendar days in any 12-month period as a result of physical or mental illness, loss of legal capacity or any other cause beyond Executive's control, unless Executive is granted a leave of absence by the Board. Executive and the Company acknowledge that Executive's ability to perform the duties specified in Section 1 is of the essence of this Agreement.

5. TERMINATION PAYMENTS

In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate, except as specifically provided in this Section 5. For purposes of this Agreement, the effective date of termination shall be thirty (30) days after the Executive or the Company gives written notice of termination.

(a) TERMINATION BY THE COMPANY WITH CAUSE. Upon termination by the Company with Cause (as defined below), the Company shall pay Executive any unpaid annual base salary, earned but unused vacation, and bonuses due (if any), for services already performed (subject to normal withholding and other deductions) to the effective date of termination of employment.

(b) TERMINATION BY THE COMPANY WITHOUT CAUSE. Upon termination by the Company without Cause (as defined below), the Company shall pay Executive any unpaid annual base salary, any amount due but not paid under the Company's Incentive Compensation Plan, earned but unused vacation and bonuses due (if any) for services already performed (subject to normal withholding and other deductions) to the effective date of termination of employment; and monthly severance payments equivalent to six (6) months base salary and six (6) months at one-half (1/2) base salary. These payments will be made in accordance with the Company's customary payroll schedule, minus deductions required by law. The Company will issue and file appropriate tax documents in connection with any severance payments. Payment of

the above-described severance compensation and benefits is conditioned on Executive executing a full mutual release of all claims related to his employment with or termination from Company in substantially the form attached hereto as Exhibit A. Such a release will not include accrued and unpaid wages and benefits, claims to industrial insurance, vested pension benefits or indemnification rights. Executive will have the duty to mitigate the costs of Company by attempting to obtain other employment within a reasonable time after termination; Executive's compensation from such other employment will be credited against the amounts due from Company to the extent the combined compensation from Executive's new position and Company's payments under this
Section 5(b) would otherwise exceed Executive's base salary (or one-half (1/2) base salary, as the case may be) with Company at the date of termination.

(c) TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. Upon termination by Executive without Good Reason (as defined below), Executive shall be paid the compensation as set forth in Section 5(a) and shall not be entitled to any other benefits or payments.

(d) TERMINATION BY EXECUTIVE WITH GOOD REASON. Upon termination by Executive with Good Reason (as defined below), Executive shall receive the compensation as set forth in Section 5(b) and shall not be entitled to any other benefits or payments.

(e) TERMINATION AS A RESULT OF DEATH OR TOTAL DISABILITY. In the event of termination of Executive's employment pursuant to Section 4(c), Executive or his estate shall be paid the compensation set forth in Section 5(a) and shall not be entitled to any other benefits or payments.

(f) DEFINITION OF "CAUSE." "Cause" as used in this Agreement shall mean a determination by the Board that one or more of the following has occurred:

willful misconduct, or dishonesty in the performance of Executive's duties that results in a material adverse effect on the Company;

conviction of Executive of a felony involving an act of dishonesty, moral turpitude, deceit or fraud; or

current use by the Executive of illegal substances.

(g) DEFINITION OF "GOOD REASON." "Good reason" shall mean the occurrence of any of the following events, without the consent of the Executive:

a demotion or other material reduction in the nature or status of Executive's responsibilities; or"

a material reduction in Executive's annual base salary or any failure by the Company to satisfy its duty to compensate the Executive as required under this Agreement.

6. INTELLECTUAL PROPERTY

Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual rights of any sort

throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive during the term of Executive's employment with Company to and only to the fullest extent allowed by Washington Revised Code Annotated Section
49.44.140 (which is attached as Exhibit B) (collectively "Inventions") and Executive will promptly disclose all Inventions to Company. Executive will also disclose anything Executive believes is excluded by Section 49.44.140 so that Company can make an independent assessment. Executive hereby makes all assignments necessary to accomplish the foregoing. Executive shall further assist Company, at Company's expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. Executive hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact to act for and in Executive's behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. If Executive wishes to clarify that something created by Executive prior to Executive's employment that relates to Company's actual or proposed business is not within the scope of this Agreement, Executive has listed it on Exhibit C. If Executive uses or (except where disclosed pursuant to this Section 6 as a claimed exclusion to RCW 49.44.140 or in Exhibit C) discloses Executive's own or any third party's confidential information or intellectual property when acting within the scope of Executive's employment or otherwise on behalf of Company, Company will have and Executive hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights. To the extent allowed by law, this section includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively "Moral Rights"). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, consents and agreements from time to time as requested by Company.

7. PRIVACY

Executive recognizes and agrees that Executive has no expectation of privacy with respect to Company's telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Executive's activity and any files or messages on or using any of those systems may be monitored at any time without notice.

8. RESTRICTIVE COVENANTS

Executive acknowledges: (i) that Executive will have access during his employment with Company to confidential information regarding all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) Executive develops, learns or obtains during the term of Executive's employment that relates to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, and that all such information constitutes "Proprietary Information"; (ii) that information regarding Proprietary Information

constitutes a valuable asset and trade secret of Company; and (iii) that it is reasonable for Company to protect itself from misappropriation of Proprietary Information by Executive upon termination of employment or otherwise. Accordingly, in consideration of employment hereunder, and other good and valuable consideration, Executive agrees to the following nondisclosure, noninterference and noncompetition covenants during the Term and for a period of twenty-four (24) months after the Term:

(a) NONDISCLOSURE. Executive will not copy, remove, or disclose any Proprietary Information, except as may be required by law or in the course of performing services for Company, Executive will hold in confidence and not disclose or, except within the scope of Executive's employment, use any Proprietary Information at any time, even after Executive's employment with Company ends for whatever reason. However, Executive shall not be obligated under this paragraph with respect to information Executive can document by clear and convincing evidence is or becomes readily publicly available without restriction through no fault of Executive. Upon termination of Executive's employment or if sooner requested, Executive will promptly return to Company all items containing or embodying Proprietary Information (including all copies), except that Executive may keep Executive's personal copies of (i) Executive's compensation records, (ii) materials distributed to shareholders generally and
(iii) this Agreement;

(b) NONINTERFERENCE. Executive will not employ, solicit, or seek to employ any person who is an employee of Company or its subsidiaries (i) as of the date hereof; (ii) during the Term, or (iii) at the time of employment or solicitation; and

(c) NONCOMPETITION AND NONSOLICITATION. Executive will not, directly or indirectly, as principal, agent, employee, officer, shareholder, consultant or otherwise, engage in any business that competes directly with Company or any of its subsidiaries, and will not solicit or aid in soliciting, endeavor to obtain as a customer or client, accept sales, marketing, financial, or consulting business from, or perform sales, marketing, consulting or related business for any person, firm, corporation, association or other entity: (i) that is or was a Company customer for whom Executive performed any services or with whom Executive had maintained substantial business contacts at any time during the Term; or (ii) whose business Executive solicited, either alone or in conjunction with others, on behalf of Company or any of its subsidiaries during the Term.

Executive acknowledges and agrees: (i) that a breach of any of the covenants contained in this Section 8 would cause irreparable injury to Company and its subsidiaries for which monetary damages alone would be inadequate to compensate and protect Company and its subsidiaries; (ii) that Company and its subsidiaries may therefore seek and obtain injunctive relief to enjoin any breach of such restrictive covenants in addition to, and not in limitation of, any other legal or equitable remedies that are available as a matter, of law or equity; and (iii) that specific enforcement of this Agreement by way of an injunction shall not prevent Executive from earning a reasonable livelihood.
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THE NONDISCLOSURE, NONINTERFERENCE, NONCOMPETITION AND NONSOLICITATION COVENANTS CONTAINED HEREIN ARE NECESSARY FOR THE PROTECTION OF COMPANY'S LEGITIMATE BUSINESS INTERESTS AND ARE REASONABLE IN DURATION, GEOGRAPHIC SCOPE, AND OTHER CONTENT. However, in the event a court of competent jurisdiction should decline to enforce any term of the nondisclosure,

noninterference, noncompetition or nonsolicitation covenants, as written herein, such covenant shall be deemed to be modified to require confidentiality and restrict Executive's interference, competition and solicitation with Company and its subsidiaries to the maximum duration, geographic scope, and other content that the court shall find enforceable.

9. ASSIGNMENT

This Agreement is personal to Executive and shall not be assignable by Executive. If the Company changes it name or changes a limited liability corporation to another corporate form, this Agreement will remain in effect between the Executive and the Company's successor. All the terms and provisions of this Agreement shall be binding on and shall inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

10. WAIVERS

No delay or failure by any party to this Agreement in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver. The express waiver by a party of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

11. ARBITRATION

Any controversies or claims arising out of or relating to this Agreement shall be fully and finally settled by arbitration in the city of Seattle, Washington in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect (the "AAA Rules"), conducted by one arbitrator either mutually agreed upon by the Company and Executive or chosen in accordance with the AAA Rules, except that the parties shall have any right to discovery as would be permitted by the Federal Rules of Civil Procedure for a period of 90 days following the commencement of such arbitration, and the arbitrator shall resolve any dispute that arises in connection with such discovery. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

12. AMENDMENTS IN WRITING

No amendment, modification, waiver, termination or discharge of any provision of this Employment Agreement, nor consent to any departure from any provision of this Agreement by either party, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and Executive.

13. APPLICABLE LAW

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the state of Washington, without regard to any rules governing conflicts of laws.

14. SEVERABILITY

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law (a) all other provisions shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision, and (c) any court or arbitrator having jurisdiction shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

15. HEADINGS

All headings used in this Agreement are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

16. COUNTERPARTS

This Agreement, and any amendment or modification entered into pursuant to
Section 12, may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument.

NORTHWEST BIOTHERAPEUTICS, INC.              EXECUTIVE:

By: __________________________________       ___________________________________
    Daniel O. Wilds, President & CEO         Alton Lee Boynton

EXHIBIT A

WAIVER AND RELEASE

For and in consideration of the severance payments and benefits set out in the Employment Agreement attached hereto, Executive, on behalf of himself and his agents, heirs, successors and assigns, expressly waives any claims against Company and releases Company (including its officers, directors, stockholders, managers, agents and representatives) from any and all claims, demands, liabilities, damages, obligations, actions or causes of action of any kind, known or unknown, past or present, arising out of, relating to, or in connection with Executive's employment, termination of employment, or the holding of any office with Company or any other related entity. The claims released by Executive include, but are not limited to, claims for defamation, libel, invasion of privacy, intentional or negligent infliction of emotional distress, wrongful termination, constructive discharge, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, or for violation of any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employment Retirement Income Security Program or any other legal limitation on the employment relationship.

This waiver and release shall not waive or release claims (1) where the events in dispute first arise after execution of this Release; (2) for rights or benefits due under the Employment Agreement attached hereto; or (3) relating to Executive's rights to indemnity as a corporate officer of Company.

Executive agrees he has been provided the opportunity to consider whether to enter into this Release, and has voluntarily chosen to enter into it on this date. This Release shall be effective when signed. Executive acknowledges that he is voluntarily executing this Release, that he has carefully read and fully understands all aspects of this Release and the attached Employment Agreement, that he has not relied upon any representations or statements not set forth herein or made by Company's agents or representatives, that he has been advised to consult with an attorney prior to executing the Release, and that, in fact, he has consulted with an attorney of his choice as to the subject matter and effect of this Release.

EXHIBIT B

WASHINGTON REVISED CODE ANNOTATED SECTION 49.44.140

Washington Revised Code Annotated Section 49.44.140 provides as follows:

A provision in an employment agreement that provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and that was developed entirely on the employee's own time, unless:

(a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or

(b) the invention results from any work performed by the employee for the employer.

Any provision that purports to apply to such an invention is to that extent against the public policy of this state and is to that extent unenforceable.

An employer shall not require a provision made void and unenforceable by subsection (a) of this section as a condition of employment or continuing employment.

EXHIBIT C

None.

Exhibit 10.6

LEASE

NEXUS CANYON PARK LLC
"LANDLORD"

AND

NORTHWEST BIOTHERAPEUTICS, INC.
"TENANT"

21720 - 23RD DRIVE S.E., BOTHELL, WASHINGTON

LEASE

TABLE OF CONTENTS

                                                                                          Page
                                                                                          ----
1.      Lease Premises.......................................................................1
2.      Basic Lease Provisions...............................................................1
3.      Term.................................................................................3
4.      Construction and Possession..........................................................3
5.      Rent.................................................................................6
6.      Rental Adjustments...................................................................6
7.      Operating Expenses...................................................................7
8.      Rentable Area.......................................................................10
9.      Security Deposit....................................................................11
10.     Use.................................................................................14
11.     Brokers.............................................................................15
12.     Holding Over........................................................................16
13.     Taxes on Tenant's Property..........................................................16
14.     Condition of Premises...............................................................17
15.     Common Areas and Parking Facilities.................................................17
16.     Utilities and Services..............................................................18
17.     Alterations.........................................................................19
18.     Repairs and Maintenance.............................................................20
19.     Liens...............................................................................20
20.     Indemnification and Exculpation.....................................................21
21.     Insurance - Waiver of Subrogation...................................................22
22.     Damage or Destruction...............................................................25
23.     Eminent Domain......................................................................26
24.     Defaults and Remedies...............................................................27
25.     Assignment or Subletting............................................................31
26.     Attorney's Fees.....................................................................32
27.     Bankruptcy..........................................................................33
28.     Definition of Landlord..............................................................33
29.     Estoppel Certificate................................................................34
30.     Removal of Property.................................................................34
31.     Limitation of Landlord's Liability..................................................35
32.     Control by Landlord.................................................................36
33.     Quiet Enjoyment.....................................................................36
34.     Quitclaim Deed......................................................................36
35.     Subordination and Attornment........................................................36
36.     Surrender...........................................................................37
37.     Waiver and Modification.............................................................37
38.     Waiver of Jury Trial................................................................37
39.     Hazardous Material..................................................................37
40.     Option to Extend Term...............................................................41

                                                                                          Page
                                                                                          ----
41.     Right of First Refusal to Lease Additional Space....................................42
42.     Miscellaneous.......................................................................43

        42.1   Terms and Headings...........................................................43
        42.2   Examination of Lease.........................................................44
        42.3   Time.........................................................................44
        42.4   Covenants and Conditions.....................................................44
        42.5   Consents.....................................................................44
        42.6   Entire Agreement.............................................................44
        42.7   Severability.................................................................44
        42.8   Recording....................................................................44
        42.9   Impartial Construction.......................................................44
        42.10  Inurement....................................................................44
        42.11  Force Majeure................................................................44
        42.12  Notices......................................................................45
        42.13  Authority to Execute Lease...................................................45
        42.14  Governing Law................................................................45

43.     Definitions.........................................................................45

        43.1   Premises.....................................................................45
        43.2   Site Improvements............................................................45
        43.3   Site Plan....................................................................45
        43.4   Building.....................................................................45
        43.5   Building Shell...............................................................45
        43.6   Tenant Improvements..........................................................45
        43.7   Tenant Improvement Plans.....................................................45
        43.8   Project......................................................................45
        43.9   Tenant Improvement Allowance.................................................46

EXHIBIT "A"     Site Plan of the Project
EXHIBIT "B"     Outline of the Premises
EXHIBIT "C"     Description of Landlord Improvements
EXHIBIT "D"     Form of Letter of Credit
EXHIBIT "E"     Rules and Regulations
EXHIBIT "F"     Calculation of Rentable Area

LEASE

(Nexus/Northwest Biotherapeutics)

THIS LEASE ("Lease") is made as of October 22, 1999, by and between Nexus Canyon Park LLC, a California limited liability company ("Landlord"), and Northwest Biotherapeutics, Inc., a Delaware corporation ("Tenant").

1. LEASE PREMISES.

1.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those certain premises ("Premises") consisting of approximately 38,776 square feet of Rentable Area in the building (the "Building") located at 21720-23rd Drive S.E., Bothell, Washington, on real property legally described as Tract 21-B of Canyon Park Business Center Binding Site Plan recorded under Recording No. 9708195005, records of Snohomish County, Washington, being a portion of the Northwest Quarter of Section 29, Township 27 North, Range 5 East, W.M. The Building consists of approximately 112,000 square feet of Rentable Area. The Building, the real property upon which the Building is located, and all landscaping, parking facilities, and other improvements and appurtenances related thereto are hereinafter collectively referred to as the "Project." The site plan for the Project is attached hereto as Exhibit "A", and the Premises are outlined on Exhibit "B." All portions of the Project which are for the non-exclusive use of tenants of the Project, including without limitation roadways, driveways, sidewalks, parking areas, and landscaped areas, are hereinafter referred to as "Common Areas".

2. BASIC LEASE PROVISIONS.

2.1 For convenience of the parties, certain basic provisions of this Lease are set forth herein, which provisions are subject to the remaining terms and conditions of this Lease and are to be interpreted in light of such remaining terms and conditions.

2.1.1 Address of the Project:

       21720-23rd Drive S.E.
       Bothell, Washington

2.1.2  Designation of Tenant's Suite:
       Suite 100

2.1.3  Rentable Area:
       Approximately 38,776 square feet

2.1.4  Basic Annual Rent: $1,062,074.64 ($27.39 per square foot
       per year of Rentable Area, subject to adjustment pursuant
       to Sections 6.1 and 8.3)

2.1.5  Monthly Installment of Basic Annual Rent: $88,506.22
       ($2.2825 per square foot per month of Rentable Area,
       subject to adjustment pursuant to Sections 6.1 and 8.3)

2.1.6  Tenant's Pro Rata Share: 34.6% of the Project (subject to
       adjustment pursuant to Section 8.3)

2.1.7  (a) Estimated Term Commencement Date: July 1, 2000 (to be
           determined pursuant to Section 3.2)

       (b) Term Expiration Date: Ten (10) years from the actual
           Term Commencement Date

2.1.8  Security Deposit: $1,003,968 Letter of Credit

2.1.9  Permitted Use:

        Office, research and development, laboratory,
        manufacturing, distribution, and any other lawful use
        permitted in the applicable zone

2.1.10 Address for Rent Payment and Notices to Landlord:

Nexus Canyon Park LLC 4350 La Jolla Village Drive, Suite 930 San Diego, CA 92122
Attn: Michael J. Reidy

Address for Notices to Tenant Prior to Occupancy:

Northwest Biotherapeutics, Inc.
125 Northgate Plaza
Seattle, WA 98125
Attn: Chief Executive Officer

Address for Notices to Tenant After Occupancy:

Northwest Biotherapeutics, Inc.
21720-23rd Drive S.E.
Bothell, WA
Attn: Chief Executive Officer

2.2 The following exhibits are attached hereto and incorporated herein by this reference:

Exhibit "A" Site Plan of the Project Exhibit "B" Outline of the Premises Exhibit "C" Description of Landlord Improvements Exhibit "D" Form of Letter of Credit Exhibit "E" Rules and Regulations Exhibit "F" Calculation of Rentable Area

2.3 Capitalized terms not defined when first used in this Lease shall have the meaning ascribed to them in Article 43 below.

3. TERM.

3.1 This Lease shall take effect upon the date of execution hereof by each of the parties hereto, and each of the provisions hereof shall be binding upon and inure to the benefit of Landlord and Tenant from the date of execution hereof by each of the parties hereto.

3.2 The term of this Lease will be that period from the date Tenant commences conduct of its business on the Premises after the completion of Tenant Improvements or July 1, 2000, whichever is earlier ("Term Commencement Date"), and through ten (10) years from the Term Commencement Date, subject to earlier termination of this Lease or extension of the term as provided herein. The target date set forth in the preceding sentence is based on the assumption that the Premises will be tendered for construction of the Tenant Improvements by February 1, 2000. If the Premises are tendered to Tenant after February 1, 2000, the target date of July 1, 2000 shall be extended by one day for each day of delay beyond February 1, 2000.

3.3 The parties acknowledge that as of the date of execution hereof, Landlord does not own the Project, but has entered into a purchase and sale agreement dated August 9, 1999 ("Purchase and Sale Agreement") with Opus Northwest, L.L.C., for the purchase of the Project. Accordingly, the effectiveness of this Lease is contingent upon (i) Landlord acquiring fee simple title to the Project in accordance with the Purchase Agreement, and (ii) Landlord certifying to Tenant in writing that Landlord has acquired the Project and delivering copies of the recorded deed to verify the closing under the Purchase Agreement has occurred. If the conditions in this Section 3.3 are not satisfied on or before November 30, 1999, then either Landlord or Tenant may terminate this Lease upon written notice to the other within fifteen (15) days thereafter (but in any event prior to the date the conditions are satisfied), in which event Landlord shall immediately reimburse Tenant the reasonable out-of-pocket expenses incurred by Tenant in designing and planning for the Premises and in negotiating and entering into this Lease.

4. CONSTRUCTION AND POSSESSION.

4.1 Commencing promptly after Landlord acquires the Project, Landlord shall construct at Landlord's expense, and in compliance with the warranties set forth in Article 14, the following improvements to the Building, and such other improvements as are described on

Exhibit "C" ("Landlord Improvements"): (a) removal of the existing mezzanine and construction of a new mezzanine with a loading capacity of 125 lbs/square foot and two exit stairwells; (b) roof penetrations and structural reinforcement of the roof sufficient to support standard biotech rooftop loads; (c) the addition of one elevator sufficient to carry both freight and passengers; (d) removal of the existing dock loading bays and "squaring out" of the back wall of the Premises; (e) the addition of new exterior windows along the south and west walls of the Building; and (f) construction of a retaining wall on the south end of the Building.

4.2 At such time as Landlord has completed the Landlord Improvements to the extent that construction of the Tenant Improvements can commence, Tenant shall construct the Tenant Improvements in accordance with the Tenant Improvement Plans at Tenant's expense, including the expense of design, permitting and construction, subject to Landlord providing the Tenant Improvement Allowance described in Section 4.3 below; provided, however, Landlord will reimburse Tenant for one-half of the expense of constructing the demising wall separating the Premises from other tenant space in the Building. In that part of the Premises to be left in "shell" condition pursuant to the Tenant Improvement Plans, which shall consist of no more than 5,200 square feet of Rentable Area, Tenant shall install at a minimum the mechanical equipment for the anticipated future load capacity of the space (but not the duct work and distribution system), a fully operational fire sprinkler system, a demising wall to separate the "shell" space from the balance of the Premises, and lighting, exiting and other improvements required by applicable law for health and safety reasons. The Tenant Improvement Plans, and any revisions and supplements thereto, shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld or delayed (and shall be deemed approved if Landlord does not respond to a request for approval within ten (10) days after the request). Tenant shall obtain and provide to Landlord a certificate of occupancy as soon as possible after completion of the Tenant Improvements.

4.3 Landlord shall contribute for the cost of Tenant Improvements the amount of $3,489,400 ($89.9886 per square foot of Rentable Area) (the "Tenant Improvement Allowance").

(a) Tenant shall prepare a Tenant Improvement budget equal to the Tenant Improvement Allowance ("Tenant Improvement Budget"), including design fees, architect fees and other direct costs incurred in the design and construction of the Tenant Improvements. The Tenant Improvement Budget, and all revisions thereto, shall be subject to Landlord's approval, which shall not be unreasonably withheld or delayed. As work progresses on the Tenant Improvements, Tenant shall submit an application for payment ("Application for Payment") to Landlord no more often than monthly, and by the twentieth (20th) day of the month, for disbursement of the Tenant Improvement Allowance. Applications for Payment may be made only for work actually completed or services actually provided and shall include a detailed description of such completed Tenant Improvement work or services. Applications for Payment shall include copies of the invoices to Tenant by Tenant's contractor(s) or other vendors for the work completed. As a condition of payment of any Application for Payment, Landlord may require the certification by both Tenant and Tenant's architect that the described Tenant Improvement Work or services have been completed. Landlord shall disburse the requested funds from the Tenant Improvement Allowance directly to the invoicing party (or, in Landlord's

discretion, directly to Tenant) no later than the tenth (10th) day of each calendar month for Applications for Payment with required supporting documentation received on or before the twentieth (20th) day of the previous calendar month. Tenant agrees to reasonably cooperate with Landlord in compiling the Applications for Payment in form and content satisfactory to Landlord's construction lender.

(b) If the work described on the Tenant Improvement Budget, as it may be revised from time to time, exceeds the amount of the Tenant Improvement Allowance, because of changes in work, cost overruns, or otherwise, Tenant shall pay the overage on a monthly basis as the work progresses.

(c) Tenant shall, at its expense, install any improvements in addition to those listed on the Tenant Improvement Budget which are necessary to ensure (i) the Premises are completed in accordance with the Tenant Improvement Plans, (ii) the Premises are fully operational, and (iii) a certificate of occupancy is issued for the Premises. Tenant may lease or finance the acquisition of any personal property components of the additional improvements, such as fixtures and equipment for specialized clean rooms and communications, computer and security systems. Landlord shall cooperate with Tenant and any equipment lessor or lender to document an ownership or security interest in such personal property for the lease or loan, as the case may be.

4.4 Landlord shall tender possession of the Premises to Tenant for construction of the Tenant Improvements at such time as Landlord and Landlord's Architect gives Tenant written notice that construction of the Landlord Improvements has progressed to the point that construction of the Tenant Improvements can commence. Tenant agrees that in the event possession of the Premises is not promptly tendered to Tenant, this Lease shall not be void or voidable and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Without limiting the generality of the foregoing, Tenant expressly waives any right to terminate this Lease because of delays in completion of construction of the Premises; provided, however, if possession of the Premises is not tendered to Tenant for construction of the Tenant Improvements by May 1, 2000, Tenant may upon written notice to Landlord within thirty (30) days thereafter terminate this Lease.

4.5 Tenant understands that the Site Improvements, Building Shell and Landlord Improvements may not be complete at the time possession of the Premises is tendered to Tenant for construction of the Tenant Improvements, but will be in a condition such that construction of the Tenant Improvements can commence. Landlord shall fully complete construction of the Site Improvements, Building Shell and the Landlord Improvements no later than the date Tenant completes construction of the Tenant Improvements. In the event that the Site Improvements, Building Shell and Landlord Improvements are not fully completed by the date Tenant completes the Tenant Improvements, neither the term of this Lease nor Tenant's obligation to pay Rent shall commence until the date a certificate of occupancy for the Premises would have been issued but for such delay.

4.6 Landlord and Tenant shall diligently and in good faith cooperate with one another, and shall cause their architects and contractors to cooperate with one another, to insure

timely and cost effective design, permitting and construction of the Site Improvements, Building Shell, and Tenant Improvements.

4.7 Any dispute between Landlord and Tenant arising under this Article 4 that is not resolved by the parties within fifteen (15) days shall be promptly resolved by binding arbitration conducted by a single neutral arbitrator in Seattle, Washington, under the Commercial Rules of the American Arbitration Association. In order that completion of the Project is not delayed, the party responsible for construction or other performance shall continue to perform pending completion of the arbitration proceeding. In the event of delays caused by Landlord, in failing to reasonably approve the Tenant Improvement Plans or otherwise, the Term Commencement Date and Tenant's obligation to pay Rent shall be extended one day for each day of such delay as determined by agreement of the parties or by the arbitrator if they fail to agree.

5. RENT.

5.1 Tenant agrees to pay Landlord as Basic Annual Rent for the Premises the sum set forth in Section 2.1.4, subject to adjustment as set forth in Sections 6.1 and 8.3, commencing on the Term Commencement Date. Basic Annual Rent shall be paid in the equal monthly installments set forth in Section 2.1.5, subject to adjustment as set forth in Sections 6.1 and 8.3, each in advance on the first day of each and every calendar month during the term of this Lease, commencing on the Term Commencement Date.

5.2 In addition to Basic Annual Rent, Tenant agrees to pay to Landlord as additional rent ("Additional Rent"), at the times hereinafter specified in this Lease (i) Tenant's Pro Rata Share (as defined in Section 7.3(a) and as set forth in Section 2.1.6, subject to adjustment pursuant to Section 8.3) of Operating Expenses as provided in Section 7 and (ii) all other amounts that Tenant assumes or agrees to pay under the provisions of this Lease, including but not limited to any and all other sums that may become due by reason of any default of Tenant or failure on Tenant's part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant.

5.3 Basic Annual Rent and Additional Rent shall together be denominated "Rent." Except as expressly set forth in this Lease, Rent shall be paid to Landlord, without notice, demand, abatement, suspension, deduction, setoff, counterclaim, or defense, in lawful money of the United States of America, at the office of Landlord as set forth in Section 2.1.10 or to such other person or at such other place as Landlord may from time to time designate in writing.

5.4 In the event the term of this Lease commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of a thirty (30) day month and shall be paid at the then current rate for such fractional month prior to the commencement of the partial month.

6. RENTAL ADJUSTMENTS.

6.1 Commencing on the first anniversary of the Term Commencement Date, the Basic Annual Rent then in effect (and as previously increased pursuant to this Section 6.1) shall be

increased each year by three and one-half percent (3.5%) on each annual anniversary of the Term Commencement Date for the initial 10-year term of the Lease.

7. OPERATING EXPENSES.

7.1 As used herein, the term "Operating Expenses" shall include:

(a) Government impositions including, without limitation, real and personal property taxes and assessments (but excluding personal property taxes and assessments of other tenants of the Project) levied upon the Project or any part thereof; amounts due under any improvement bond upon the Project and assessments levied in lieu thereof (except to the extent they represent costs related to the construction of the Project); any tax on or measured by gross rentals received from the rental of space in the Project or tax based on the square footage of the buildings in the Project to the extent such tax is in lieu of or in the nature of a property tax; and any utilities surcharges or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof promulgated by, any federal, state, regional, municipal or local government authority in connection with the use or occupancy of the Building or Project, and any expenses, including the cost of attorneys or experts, reasonably incurred by Landlord in seeking reduction by the taxing authority of the applicable taxes not to exceed the amount of any such reduction, less tax refunds obtained as a result of an application for review thereof.

(b) Except as set forth in Section 7.2 below, all other costs paid or incurred by Landlord which, in accordance with accepted principles of sound accounting practice as applied to the operation and maintenance of first class buildings, are properly chargeable to the maintenance and operation of the Project including, by way of examples and not as a limitation upon the generality of the foregoing, costs of (i) maintenance, repairs and replacements to improvements within the Project as appropriate to maintain the Project in first class condition; (ii) utilities furnished to the Project (except those utilities which are separately metered and paid by individual tenants); (iii) sewer fees; (iv) trash collection; (v) cleaning (including windows, but excluding janitorial costs, which will be contracted for directly by Tenant);
(vi) maintenance of landscape and grounds; (vii) maintenance of drives and parking areas, including periodic resurfacing; (viii) reasonable and customary security services, if any; (ix) maintenance, repair, and replacement of reasonable and customary security devices; (x) building supplies; (xi) maintenance, repair, and replacement of equipment utilized for operation and maintenance of the Project; (xii) costs of maintenance, repairs and replacements of mechanical, plumbing, electrical and other systems which are part of the Building Shell; (xiii) insurance premiums; (xiv) insurance deductibles and other portions of insured losses attributable to Tenant Improvements deductible by reason of insurance policy terms; (xv) service contracts for work of a nature before referenced; (xvi) costs of services of independent contractors retained to do work of nature before referenced at reasonable and customary rates; (xvii) costs of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with the day-to-day operation and maintenance of the Project at reasonable and customary rates; and
(xviii) costs of management services equal to two and three fourths percent (2 3/4%) of Basic Annual Rent for the first five years of the term, and two and

one-half percent (2 1/2%) of Basic Annual Rent for the balance of the term, including any extended term.

7.2 Notwithstanding the foregoing, Operating Expenses shall not include, and Tenant shall not be responsible for the payment of, the following costs and expenses:

(a) costs incurred for the initial construction of the Project, except for the costs of the Tenant Improvements in excess of the Tenant Improvement Allowance;

(b) costs incurred for the repair, maintenance or replacement of the structural components of the footings, foundation, ground floor slab, and load bearing walls of the buildings in the Project (but excluding painting and ordinary maintenance and repair of exterior surfaces, which are Operating Expenses under Section 7.1(b));

(c) costs of a capital nature, as defined by generally accepted accounting principles, incurred for the replacement of all other components of the Site Improvements and Building Shell, except to the extent caused by Tenant's negligence;

(d) costs incurred to correct any defects in design, materials or construction of the Project other than the Tenant Improvements, and to comply with Landlord's warranties set forth in Sections 14.1 and 14.2;

(e) costs, expenses and penalties (including without limitation attorneys fees) incurred as a result of the use, storage, removal or remediation of any toxic or hazardous substances or other environmental contamination not caused by Tenant or its employees, contractors, agents, representatives, or invitees;

(f) rentals and other payments by Landlord under any ground lease or other lease underlying the Lease, and interest, principal, points and other fees on debt or amortization of any debt secured in whole or part by all or any portion of the Project (provided that interest upon a government assessment or improvement bond payable in installments is an Operating Expense under Section 7.1(a));

(g) costs incurred in connection with the financing, sale or acquisition of the Project or any portion thereof;

(h) costs, expenses, and penalties (including without limitation attorneys' fees) incurred due to the violation by Landlord of any underlying deed of trust, mortgage or ground lease affecting the Project or any portion thereof,

(i) depreciation and amortization of any type (provided this exclusion is not intended to delete from Operating Expenses actual costs of maintenance, repairs and replacements which are otherwise included within Operating Expenses);

(j) any costs incurred as a result of Landlord's violation of any statute, ordinance or other source of applicable law, or breach of contract or tort liability to any other

party, including without limitation, any unrelated third party, or Landlord's employees, contractors, agents or representatives;

(k) costs incurred in leasing or procuring tenants or removing other tenants (including, without limitation, lease commissions, advertising expenses, design costs, attorneys' fees and expenses of renovating space for tenants);

(1) advertising, marketing, media and promotional expenditures regarding the Project and costs of signs identifying the owner, lender or any contractor thereof,

(m) any fees or salaries of the principals of Landlord;

(n) any rentals and related expenses incurred in leasing equipment which may be classified as capital expenditures under generally accepted accounting principles;

(o) any net income, franchise, capital stock, estate or inheritance taxes or taxes which are the personal obligation of Landlord or of another tenant of the Project;

(p) expenses which relate to preparation of rental space for a tenant;

(q) legal expenses arising out of the initial construction of the Project or any tenant improvements or for the enforcement of the provisions of any tenant leases other than this Lease;

(r) the cost of any work or service performed for or facilities furnished to a tenant at such tenant's cost;

(s) any interest or penalties imposed upon Landlord by any taxing authority for late payment or otherwise;

(t) Landlord's general overhead and any other expenses not directly related to the Building or Project;

(u) Janitorial costs, which shall be contracted for directly by Tenant; and

(v) any other expense otherwise chargeable as part of the cost of operation and maintenance but which is not of general benefit to the Project but is primarily for the benefit of one or more specific tenants.

7.3 Commencing on the Term Commencement Date, Tenant shall pay to Landlord on the first day of each calendar month of the term of this lease, as Additional Rent, Landlord's good faith estimate of Tenant's Pro Rata Share (as set forth in Section 2.1.6) of Operating Expenses with respect to the Project for such month.

(a) "Tenant's Pro Rata Share" under this Lease shall mean a percentage determined by dividing the Rentable Area of the Premises by the total Rentable Area of the Project, as set forth in Section 2.1.6, subject to adjustment pursuant to Section 8.3.

(b) Within sixty (60) days after the conclusion of each calendar year, Landlord shall furnish to Tenant a statement (the "Annual Operating Expense Statement") showing in reasonable detail the actual Operating Expenses and Tenant's Pro Rata Share of Operating Expenses for the previous calendar year. Any additional sum due from Tenant to Landlord shall be due and payable within thirty (30) days of Tenant's receipt of such statement. If the estimated amounts paid by Tenant pursuant to this Section 7.3 exceed Tenant's Pro Rata Share of the actual Operating Expenses for the previous calendar year, the difference shall be credited by Landlord against the Rent next due and owing from Tenant; provided that, if the Lease term has expired, Landlord shall accompany said statement with payment for the amount of such difference.

(c) Any amount due under this Section 7.3 for any period which is less than a full month shall be prorated for such fractional month on the basis of a thirty (30) day month.

(d) Notwithstanding this Section 7.3, Operating Expenses which can fairly and reasonably be allocated to one or more tenants rather than to all tenants of the Project shall be so allocated, and shall be separately scheduled on the Annual Operating Expense Statement.

7.4 Tenant shall have the right, at Tenant's expense, upon reasonable notice during reasonable business hours, to inspect that portion of Landlord's books which are relevant to preparation of the Annual Operating Expense Statement provided any request for such review shall be furnished within one hundred eighty (180) days after Tenant's receipt of such statement as to a prior year's Operating Expenses. If, as a result of Tenant's inspection of Landlord's books, it is determined that Landlord has overstated Operating Expenses by five percent (5%) or more, then Landlord shall pay Tenant's out-of-pocket costs incurred in connection with such inspection.

7.5 Operating Expenses for the calendar year in which Tenant's obligation to pay them commences and in the calendar year in which such obligation ceases shall be prorated. Expenses such as taxes, assessments and insurance premiums which are incurred for an extended time period shall be prorated based upon time periods to which applicable so that the amounts attributed to the Premises relate in a reasonable manner to the time period wherein Tenant has an obligation to pay Operating Expenses.

8. RENTABLE AREA.

8.1 The Rentable Area of the Project is determined by making separate calculations of the Rentable Area of each floor of all buildings and totaling the Rentable Area of all floors within the buildings. The Rentable Area of a floor is calculated by measuring to the outside finished surface of each permanent outer building wall where it intersects the floor, or where it would have intersected the floor except for recessed entryways, windows and the like (also known as the "drip line", measured from where the outside finished surface of the second floor

wall intersects the roof). The full area calculated as set forth above is included as Rentable Area of the Project without deduction for (i) columns or projections, (ii) vertical penetrations including stairs, elevator shafts, flues, pipe shafts, vertical ducts, and the like, and their enclosing walls,
(iii) corridors, equipment rooms, rest rooms, entrance ways, elevator lobbies, and the like, and their enclosing walls, and (iv) any other unusable area of any nature.

8.2 The term "Rentable Area" when applied to Tenant is the approximate area to be occupied by Tenant plus an equitable allocation of Rentable Area within the Project which is not then utilized or expected to be utilized by Tenant or other tenants of the Project, including but not limited to the portions of the buildings devoted to fire exit corridors, stairwells, and equipment rooms (but shall not include one-half of the area occupied by the smaller stairwell in the Premises). In making such allocations, consideration will be given to tenants benefited by space allocated such that areas which primarily serve tenants of only one floor, such as corridors and rest rooms upon such floor, shall be allocated to that tenant's Rentable Area. If the Premises are separated from space occupied by another tenant, the Rentable Area shall be measured to the center of any interior demising walls.

8.3 The Rentable Area as set forth in Section 2.1.3 and reflected on Exhibit "F" is an estimate of the area which constitutes the Rentable Area of the Premises, which, at the request of either Landlord or Tenant made within ninety (90) days after the Term Commencement Date, shall be adjusted in accordance with measurement and certification of the Project architect. If the Rentable Area as determined hereunder is more or less than the Rentable Area set forth in Section 2.1.3, Basic Annual Rent, monthly installments of Basic Annual Rent, and the Tenant Improvement Allowance shall be adjusted upward or downward, as the case may be, based on the actual Rentable Area of the Premises. Rentable Area as adjusted shall also be utilized for computation of Tenant's Pro Rata Share of Operating Expenses among tenants of the Project.

8.4 In the event Landlord expands the Building, Landlord will promptly have its architect measure and certify to Tenant the rentable area of any such expansion, in which case Tenant's Pro Rata Share shall be adjusted, but in no event shall Tenant's Pro Rata Share be increased by any such expansion, or for any other reason other than measurement of the Premises pursuant to Section 8.3, without Tenant's prior written consent.

9. SECURITY DEPOSIT.

9.1 Within thirty (30) days after the execution of this Lease, Tenant shall deposit with Landlord an irrevocable stand-by letter of credit in substantially the form of Exhibit "D" ("Letter of Credit"), or grant to Landlord a security interest in a certificate of deposit in a form reasonably acceptable to Landlord ("Certificate of Deposit"), in favor of Landlord in the principal amount of $1,003,968, to be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term and any extension term hereof. If Tenant defaults with respect to any provision of this Lease, including but not limited to any provision relating to the payment of Rent, and subject to any notice requirements and cure periods for Tenant's benefit set forth in Article 24, Landlord may (but shall not be required to) draw from the Letter of Credit the amount required to cure the default, or foreclose on and take possession of the Certificate of Deposit, and to use, apply or

retain the proceeds thereof for the payment of any Rent or any other sum in default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default.

9.2 At the commencement of the sixth year of the term the amount of the Letter of Credit or Certificate of Deposit shall be reduced to $752,976, on the conditions that (i) Tenant is not then in default, (ii) Tenant has not been in default under Section 24.4(a) on more than three (3) separate occasions for failure to make a payment of Rent, and (iii) Tenant then has cash on hand, including cash equivalents and marketable securities, in an amount in excess of Tenant's net loss, as determined under generally accepted accounting principles, for the combined two (2) most recent calendar years.

9.3 At the commencement of the eighth year of the term the amount of the Letter of Credit or Certificate of Deposit shall be reduced to $501,984, on the conditions that (i) Tenant is not then in default, (ii) Tenant has not been in default under Section 24.4(a) on more than three (3) separate occasions for failure to make a payment of Rent, and (iii) Tenant then has cash on hand, including cash equivalents and marketable securities, in an amount in excess of Tenant's net loss, as determined under generally accepted accounting principles, for the combined two (2) most recent calendar years..

9.4 The Letter of Credit or Certificate of Deposit shall be reduced to $501,984 at such time as Tenant achieves, or is merged into or acquired by another company with, a Standard & Poor's investment-grade rating of BBB or better; provided, however, that the other company becomes responsible for Tenant's obligations under this Lease, either by operation of law or an assumption of this Lease in form and substance reasonably satisfactory to Landlord; provided further, that Tenant shall replenish the Letter of Credit or Certificate of Deposit to the amount otherwise required by Sections 9.1 through 9.3 above during any period the Standard & Poor's investment-grade rating of Tenant or the other company, as the case may be, falls below BBB.

9.5 Tenant shall be responsible for any expenses in obtaining, replacing and maintaining the Letter of Credit or Certificate of Deposit. If Landlord draws upon the Letter of Credit, any cash proceeds not used by Landlord shall be deposited in an interest-bearing account with a bank reasonably satisfactory to Tenant. All interest earned on any cash proceeds of the Letter of Credit or any Certificate of Deposit shall belong to Tenant.

9.6 The Letter of Credit, and any replacement Letter of Credit, shall be issued by Bank of America, or another financial institution reasonably acceptable to Landlord, with an office in Seattle, Washington, authorized to disburse funds upon a draw request. Should the institution be placed in conservatorship or receivership by the Federal Deposit Insurance Corporation or any other state of federal regulatory agency, Tenant shall, within thirty (30) days after written request by Landlord, provide a replacement Letter of Credit from a financial institution reasonably acceptable to Landlord, and in the event Tenant fails to do so, Landlord may draw on the Letter of Credit and use the proceeds thereof as a security deposit in accordance with the provisions of
Section 9.1.

9.7 The Letter of Credit shall provide (i) that the issuer of the Letter of Credit shall pay to Landlord the amount in default immediately upon presentation in Seattle, Washington, of a sight draft by Landlord accompanied by a certified statement signed by an officer of the manager of Landlord (or, if any successor Landlord is a corporation or a partnership, by any officer of the corporation or general partner of the partnership, as the case may be) stating that a default has occurred under the Lease, Landlord has given all required notices to Tenant in accordance with the Lease, and Tenant has failed to cure the default within the applicable time period, as a result of which Landlord is entitled to collect the amount specified in the site draft in order to cure the default, and (ii) that the issuer shall have no obligation to confirm that a default has occurred, or the amount which Landlord is entitled to draw, or that notice of the default has been given to Tenant, or that Tenant has failed to cure the default.

9.8 The initial Letter of Credit shall be for a period of not less than one (1) year, and any replacement Letter of Credit shall be for a period of not less than one (1) year. The initial Letter of Credit (or any later replacement Letter of Credit) shall be replaced by Tenant by delivering to Landlord a replacement Letter of Credit at least thirty (30) days prior to the expiration of the then current Letter of Credit. If Tenant fails to deliver a replacement Letter of Credit at least thirty (30) days prior to the expiration of the then current Letter of Credit, Landlord shall have the right to draw the total amount of the then current Letter of Credit and hold the proceeds thereof as a security deposit pursuant to the provisions of Section 9.1. The Letter of Credit shall be successively renewed or replaced until that date which is thirty (30) days after the expiration of the initial or any extended term of this Lease.

9.9 In the event of a partial draw on the Letter of Credit, or the use of any proceeds of the Certificate of Deposit, Tenant shall immediately replenish the Letter of Credit or substitute a new Letter of Credit, or replenish the Certificate of Deposit, to the full amount set forth above.

9.10 Any Letter of Credit or security interest in a Certificate of Deposit shall be transferable by Landlord to a successor Landlord or mortgagee or beneficiary of a deed of trust encumbering the Premises, or, in the case of a Letter of Credit, a substitute Letter of Credit shall be issued to any such entity at the request of Landlord; provided, however, that Landlord shall pay any expenses incurred by Tenant on account of any such transfer or issuance.

9.11 In the event of bankruptcy or other debtor/creditor proceedings against Tenant, the proceeds of the Letter of Credit or Certificate of Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for all periods prior to the filing of such proceedings.

9.12 Landlord shall deliver the Letter of Credit or security interest in the Certificate of Deposit, and any proceeds thereof, to any purchaser of Landlord's interest in the Premises, and thereupon Landlord shall be discharged from any further liability with respect thereto, provided that such purchaser has agreed to assume in writing the obligations of Landlord hereunder. This provision shall also apply to any subsequent transfers.

9.13 The Letter of Credit or Certificate of Deposit, and any proceeds thereof, shall be returned to Tenant within thirty (30) days following the expiration of this Lease, except for amounts which are needed by Landlord to cure any default by Tenant.

10. USE.

10.1 Tenant may use the Premises for any use permitted by (i) the applicable zoning, (ii) any other applicable laws, regulations, ordinances, requirements, permits and approvals applicable to the Premises, and (iii) all covenants, conditions and restrictions recorded against the Project, and shall not use the Premises, or permit or suffer the Premises to be used for any other purpose without the prior written consent of Landlord. Landlord represents and warrants that, as of the date of execution of this Lease, the only covenants, conditions and restrictions recorded against the Project are those certain Amended and Restated Declaration of Covenants, Conditions and Restrictions for Canyon Park Business Center recorded on May 4, 1995 as Document No. 95-05040100 in the files of the County Auditor of Snohomish County, Washington.

10.2 Tenant shall conduct its business operations and use the Premises in compliance with all federal, state, and local laws, regulations, ordinances, requirements, permits and approvals applicable to the Premises. Tenant shall not use or occupy the Premises in violation of any law or regulation or the certificate of occupancy issued for the Building, and shall, upon five (5) days' written notice from Landlord, discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of law or the certificate of occupancy, subject to Tenant's right to object to or contest the violation in good faith and with diligence. Subject to Landlord's warranties in Sections 14.1 and 14.2, Tenant shall comply with any direction of any governmental authority having jurisdiction which shall, by reason of the nature of Tenant's specific and unique use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof which is materially different from those in effect at the Term Commencement Date, including any duty to make structural or capital improvements, alterations, repairs and replacements to the Premises; provided, however, if the costs thereof exceed an amount equal to six (6) monthly installments of the Basic Annual Rent then payable, Tenant may elect to terminate the Lease if Landlord, after notice from Tenant, declines to pay such excess.

10.3 Tenant shall not do or permit to be done anything which will invalidate or increase the cost (unless Tenant agrees to pay such increased cost) of any fire, extended coverage or any other insurance policy covering the Premises, or which will make such insurance coverage unavailable on commercially reasonable terms and conditions, and shall comply with all rules, orders, regulations and requirements of the insurers of the Premises.

10.4 Subject to the warranty of Landlord in Section 14.3, Tenant shall comply with the Americans with Disabilities Act of 1990 ("ADA"), and the regulations promulgated thereunder, as amended from time to time. All responsibility for compliance with the ADA relating to the Premises and the activities conducted by Tenant within the Premises shall be exclusively that of Tenant and not of Landlord, including any duty to make structural or capital improvements, alterations, repairs and replacements to the Premises. Any alterations to the Premises made by

Tenant for the purpose of complying with the ADA or which otherwise require compliance with the ADA shall be done in accordance with Article 17; provided, that Landlord's consent to such alterations shall not constitute either Landlord's assumption, in whole or in part, of Tenant's responsibility for compliance with the ADA, or representation or confirmation by Landlord that such alterations comply with the provisions of the ADA. However, nothing in this Lease shall be construed to require Tenant to make structural or capital improvements, alterations, repairs or replacements to comply with ADA unless and until required to do so by order of any government entity or court of law exercising proper jurisdiction with regard thereto, subject to any right to appeal or otherwise contest any such order. Furthermore, Landlord shall be responsible for compliance with ADA to the extent of a violation of Landlord's warranty in Section 14.3.

10.5 Tenant may install signage on and about the Premises to the extent permitted by, and in conformity with, the applicable provisions of any governmental law, ordinance or regulation, and to the extent reasonably approved by Landlord. Tenant acknowledges that it understands that other tenants will occupy space in the Project, and that the maximum allowable signage is to be shared among all of the tenants on a fair and reasonable basis. Tenant further acknowledges it is familiar with the restrictions of any governmental law, ordinance or regulation governing signage, and is not relying on any representations or warranty of Landlord regarding the number, size or location of any signage. The expense of design, permits, purchase and installation of any signs shall be the responsibility of Tenant and the cost thereof shall be borne by Tenant, and shall not be paid from the Tenant Improvement Allowance. At the termination of the Lease, all signs shall be the property of Tenant and may be removed from the Premises by Tenant, subject to the provisions of Article 36. Any relocation of Tenant's signage required by Landlord's division of the Project into more than one lot shall be with the consent of Tenant and at Landlord's expense.

10.6 No equipment shall be placed at a location within the Premises other than a location designed to carry the load of the equipment. Equipment weighing in excess of floor loading capacity shall not be placed in the Building. Landlord represents to Tenant that the load capacity of the first floor is approximately 250 lbs/square foot, and the load capacity of the new mezzanine will be no less than 125 lbs/square foot.

10.7 Tenant shall not use or allow the Premises to be used for any unlawful purpose, nor shall Tenant cause, maintain or permit any nuisance or waste in, on, or about the Premises.

11. BROKERS.

11.1 Landlord and Tenant represent and warrant one to the other that there have been no dealings with any real estate broker or agent in connection with the negotiation of this Lease other than Alexander Commercial Real Estate, Inc., which represented Landlord, and Trammell Crow Company, which represented Tenant. The commissions of both brokers shall be paid by Landlord. Landlord and Tenant shall each indemnify, defend, protect, and hold harmless the other from any claim of any other broker as a result of any act or agreement of the indemnitor.

11.2 Tenant represents and warrants that no broker or agent has made any representation or warranty relied upon by Tenant in Tenant's decision to enter into this Lease other than as contained in this Lease.

12. HOLDING OVER.

12.1 If, with Landlord's consent, Tenant holds possession of all or any part of the Premises after the expiration or earlier termination of this Lease, Tenant shall become a tenant from month to month upon the date of such expiration or earlier termination, and in such case Tenant shall continue to pay in accordance with Article 5 the Basic Annual Rent as adjusted from the Term Commencement Date in accordance with Article 6, together with Operating Expenses in accordance with Article 7 and other Additional Rent as may be payable by Tenant, and such month-to-month tenancy shall be subject to every other term, covenant and condition contained herein.

12.2 If Tenant remains in possession of all or any portion of the Premises after the expiration or earlier termination of the term hereof without the express written consent of Landlord, Tenant shall become a tenant at sufferance upon the terms of this Lease except that each monthly installment of Basic Annual Rent shall be equal to one hundred twenty five percent (125%) of each monthly installment of Basic Annual Rent that was payable during the last twelve (12) months of the Lease term.

12.3 Acceptance by Landlord of Rent after such expiration or earlier termination shall not result in a renewal or reinstatement of this Lease.

12.4 The foregoing provisions of this Article 12 are in addition to and do not affect Landlord's right to re-entry or any other rights of Landlord under Article 24 or elsewhere in this Lease or as otherwise provided by law.

13. TAXES ON TENANT'S PROPERTY.

13.1 Tenant shall pay not less than ten (10) days before delinquency taxes levied against any personal property or trade fixtures placed by Tenant in or about the Premises. Tenant shall not be responsible for taxes levied against any personal property or trade fixtures of other tenants.

13.2 If any such taxes on Tenant's personal property or trade fixtures are levied against Landlord or Landlord's property or, if the assessed valuation of the Project is increased by the inclusion therein of a value attributable to Tenant's personal property or trade fixtures, and if Landlord after written notice to Tenant pays the taxes based upon such increase in the assessed value, then Tenant shall upon demand repay to Landlord the taxes so levied against Landlord.

13.3 If any improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which improvements in other spaces in the Project are assessed, then the real property taxes and

assessments levied against Landlord or the Project by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property to Tenant and shall be governed by the provisions of Section 13.2 above. Any such excess assessed valuation due to improvements in or alterations to space in the Project leased by other tenants of Landlord shall not be included in the Operating Expenses defined in Section 7, but shall be treated, as to such other tenants, as provided in this Section 13.3, and shall be allocated to such other tenants. If the records of the County assessor are available and sufficiently detailed to serve as a basis for determining whether said Tenant improvements or alterations are assessed at a higher valuation than improvements in other spaces in the Project, such records shall be binding on both Landlord and Tenant.

13.4 To the extent Tenant fails to make any payment required by this Article 13 and Landlord does so on Tenant's behalf, Tenant shall reimburse Landlord for the cost thereof pursuant to the provisions of Sections 7.1 and 24.3.

14. CONDITION OF PREMISES.

14.1 Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty, express or implied, with respect to the condition of the Premises, or to the Project, except as set forth herein, or with respect to their suitability for the conduct of Tenant's business.

14.2 Landlord warrants to Tenant that the Project (other than the Tenant Improvements, which are the responsibility of Tenant), will be built in a good and workmanlike manner and in substantial compliance with the project plans and all applicable building code requirements, laws, rules, orders, ordinances, directions, regulations, permits, approvals, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and with the rules, orders, directions, regulations, and requirements of any applicable fire rating bureau, and will be free of patent and latent defects in design, materials and construction. Landlord shall, at Landlord's expense, promptly correct all such defects upon receiving written notice thereof from Tenant.

14.3 Landlord warrants to Tenant that the Project (other than the Tenant Improvements, which are the responsibility of Tenant) will be in compliance with ADA, and the regulations promulgated thereunder, at such time as the Site Improvements and Building Shell are completed.

15. COMMON AREAS AND PARKING FACILITIES.

15.1 Tenant shall have the nonexclusive right, in common with others, to use the Common Areas, subject to the rules and regulations adopted by Landlord and attached hereto as Exhibit "E" together with such other reasonable and nondiscriminatory rules and regulations as are hereafter promulgated by Landlord (the "Rules and Regulations").

15.2 Tenant shall not place any equipment, storage containers or any other property on the surface parking area or otherwise outside of the Premises without the consent of Landlord.

In the event Tenant elects to locate Hazardous Material storage facilities, water systems, mechanical equipment, emergency generators, or other Tenant Improvements in the parking area, the space used for such facilities shall be part of the portion of the parking area that Tenant would otherwise use for parking pursuant to Section 15.3.

15.3 As an appurtenance to the Premises, Tenant, and its employees and invitees, shall be entitled to use, without additional charge, at least 91 parking spaces in the parking area (computed at 2.4 spaces per 1,000 square feet of Rentable Area). All parking areas serving the Project shall be used in common with other tenants of the Project; provided, however, twenty (20) spaces immediately in front of the Premises (and not in front of another tenant's premises), at locations mutually acceptable to both Landlord and Tenant, shall be appropriately identified by Landlord at Landlord's expense as reserved for Tenant's use by words painted on the asphalt surface of each such space; provided further, Landlord reserves the right to similarly identify other parking spaces as reserved for other tenants of the Project. Landlord shall not be responsible for policing the use of the reserved spaces.

16. UTILITIES AND SERVICES.

16.1 Tenant shall pay for all water, gas, electricity, telephone, cable television, and other utilities which may be furnished to the Premises during the term of this Lease, together with any taxes thereon. If any such utility is not separately metered to Tenant, Tenant shall pay a reasonable proportion to be determined by Landlord of all charges jointly metered with tenants of other premises and shall be paid together with Operating Expenses. Utilities and services provided to the Premises which are separately metered shall be paid by Tenant directly to the supplier of such utility or service, and Tenant shall pay for such utilities and services prior to delinquency during the term of this Lease.

16.2 Landlord shall not be liable for, nor shall any eviction of Tenant result from, any failure of any such utility or service, and in the event of such failure Tenant shall not be entitled to any abatement or reduction of Rent, nor be relieved from the operation of any covenant or agreement of this Lease, and Tenant waives any right to terminate this Lease on account thereof. However, notwithstanding the foregoing, (i) in the event any such failure is due to Landlord's negligence or willful misconduct and persists for more than five (5) days, Tenant shall be entitled to rent abatement to the extent such failure materially interferes with Tenant's ability to conduct business from the Premises, and (ii) in the event any such failure persists for more than six (6) months, Tenant at its election may terminate this Lease.

16.3 Tenant shall provide and pay for janitors, maintenance personnel, and other persons who perform duties connected with the operation and maintenance of the interior of the Premises.

16.4 Landlord represents that Tenant shall be allocated for its use its Pro Rata Share of 4,000 amps of electricity which will be provided to the Building (the power itself payable as an Operating Expense). Facilities necessary for any additional power requirements of Tenant shall be at Tenant's expense.

17. ALTERATIONS.

17.1 Tenant shall make no alterations, additions or improvements (hereinafter in this section, "improvements") in or to the Premises, except for non-structural improvements costing less than $50,000 in any one instance nor in the aggregate in any 12-month period, without Landlord's prior written consent, which shall not be unreasonably withheld or delayed. Tenant shall deliver to Landlord final plans and specifications and working drawings for the improvements to Landlord, and Landlord shall have ten (10) days thereafter to grant or withhold its consent. If Landlord does not notify Tenant of its decision within the ten (10) days, Landlord shall be deemed to have given its approval. As used herein, "improvement" shall not include, and Tenant shall not need to obtain Landlord's consent for, interior decorations, cabling, wiring and installation of furniture, fixtures and equipment.

17.2 If a permit is required to construct the improvements, Tenant shall deliver a completed, signed-off inspection card to Landlord within ten (10) days of completion of the improvements, and shall promptly thereafter obtain and record a notice of completion and deliver a copy thereof to Landlord.

17.3 The improvements shall be constructed only by licensed contractors. All contractors, except those constructing non-structural improvements costing less than $50,000 as set forth in Section 17.1, shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed. Any such contractor must have in force a general liability insurance policy of not less than $2,000,000, which policy of insurance shall name Landlord as an additional insured. Tenant shall provide Landlord with a copy of the contract with the contractor and a certificate of insurance showing that the contractor has the insurance required by this Section 17.3 prior to the commencement of construction.

17.4 Tenant agrees that any work by Tenant shall be accomplished in such a manner as to permit any fire sprinkler system and fire water supply lines to remain fully operable at all times except when minimally necessary for building reconfiguration work.

17.5 Tenant covenants and agrees that all work done by Tenant shall be performed in good and workmanlike manner and in full compliance with all laws, rules, orders, ordinances, directions, regulations, permits, approvals, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with the rules, orders, directions, regulations, and requirements of any applicable fire rating bureau. Tenant shall provide Landlord with "as-built" plans showing any change in the Premises within thirty (30) days after completion.

17.6 Before commencing any work (other than interior non-structural alterations, additions or improvements), Tenant shall give Landlord at least five (5) days' prior written notice of the proposed commencement of such work.

18. REPAIRS AND MAINTENANCE.

18.1 Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and Project, including foundations, exterior walls, load bearing walls, windows, plate glass, roofing, and roofing covering materials, and plumbing, fire sprinkler system, heating, ventilating, air conditioning, elevator, telecommunications and electrical systems installed or furnished by Landlord (and not part of the Tenant Improvements), subject to reimbursement by Tenant as its Pro Rata Share of Operating Expenses to the extent provided by Section 7. However, if such maintenance or repairs are required because of any act, neglect, fault of or omissions of any duty by Tenant, its agents, servants, employees, contractors or invitees, Tenant shall pay to Landlord upon demand the costs of the entirety of such maintenance and repairs attributable to such act, neglect, fault or omission, subject to credit for any insurance proceeds recovered on account thereof..

18.2 Except as otherwise set forth in Section 18.1, Tenant shall, throughout the term of this Lease, at Tenant's sole cost and expense, keep the Premises and every part thereof in the same condition and repair as delivered to Tenant, including plumbing, fire sprinkler, heating, ventilating, air conditioning, elevator, and electrical systems installed as part of the Tenant Improvements. Tenant shall upon the expiration or earlier termination of the term hereof surrender the Premises to Landlord in the same condition as when received (together with the Tenant Improvements and any subsequent improvements made by Tenant), ordinary wear and tear and damage from causes beyond the reasonable control of Tenant excepted. Except as set forth in Section 18.1, Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof.

18.3 There shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises, Building or Project, or in or to improvements, fixtures, equipment and personal property therein, unless due to the negligence or willful misconduct of Landlord, in which case Rent shall abate if Tenant is unable to use the Premises for more than five (5) days. If repairs or replacements become necessary which by the terms of this Lease are the responsibility of Tenant and Tenant fails to make the repairs or replacements within a reasonable time after notice from Landlord, Landlord may do so pursuant to the provisions of Section 24.3.

19. LIENS.

19.1 Tenant shall keep the Premises, the Building and the property upon which the Building is situated free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant. Tenant further covenants and agrees that any mechanic's lien filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to, Tenant, will be discharged by Tenant, by bond or otherwise, within thirty
(30) days after Tenant receives notice of the filing thereof (or within ten (10) days after the filing thereof if requested by Landlord as necessary to facilitate a pending sale or refinancing), at the cost and expense of Tenant.

19.2 Should Tenant fail to discharge any lien of the nature described in
Section 19.1, Landlord may at Landlord's election pay such claim or post a bond or otherwise provide security to eliminate the lien as a claim against title and the cost thereof shall be immediately due from Tenant as Additional Rent.

19.3 In the event Tenant shall lease or finance the acquisition of office equipment, furnishings, or other personal property utilized by Tenant in the operation of Tenant's business, Tenant warrants that any Uniform Commercial Code financing statement executed by Tenant will upon its face or by exhibit thereto indicate that such financing statement is applicable only to personal property of Tenant specifically described in the financing statement, and that such property is subject to the provisions of Section 30 regarding the removal of property on the expiration or earlier termination of this Lease. In no event shall the address of the Building be furnished on the financing statement without qualifying language as to applicability of the lien only to personal property of Tenant described in the financing statement. Should any holder of a security agreement executed by Tenant record or place of record a financing statement which appears to constitute a lien against any interest of Landlord, Tenant shall within ten (10) days after the filing of such financing statement cause (i) copies of the security agreement or other documents to which the financing statement pertains to be furnished to Landlord to facilitate Landlord's being in a position to show such lien is not applicable to any interest of Landlord, and (ii) the holder of the security interest to amend documents of record so as to clarify that such lien is not applicable to any interest of Landlord in the Premises.

20. INDEMNIFICATION AND EXCULPATION.

20.1 Except to the extent of the responsibility of Landlord pursuant to
Section 20.2 hereof, Tenant agrees to indemnify Landlord, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "Landlord's Agents"), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and
(iii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.

20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, officers, agents, and employees (collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if caused by the act or omission of Landlord or Landlord's Agents, except to the extent caused by the negligence or willful

misconduct of Tenant or Tenant's Agents. Landlord's obligations under this
Section 20.2 shall survive the expiration or earlier termination of the term of this Lease.

20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever, and Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligence.

20.4 The indemnity obligations of both Landlord and Tenant under this
Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above.

20.5 Security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts, and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts.

20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project.

21. INSURANCE - WAIVER OF SUBROGATION.

21.1 Commencing prior to Tenant's first entry onto the Premises for purposes of installing any improvements, fixtures or personal property, but no later than the Term Commencement Date, and continuing at all times during the term of this Lease, Tenant shall maintain, at Tenant's expense, commercial general liability insurance, on an occurrence basis, insuring Tenant and Tenant's agents, employees and independent contractors against all bodily injury, property damage, personal injury and other covered loss arising out of the use, occupancy, improvement and maintenance of the Premises and the business operated by Tenant, or any other occupant, on the Premises. Such insurance shall have a minimum combined single limit of liability per occurrence of not less than $1,000,000.00 and a general aggregate limit of $2,000,000.00. Such insurance shall: (i) name Landlord, and Landlord's lenders if required by such lenders, and any management company retained to manage the Premises if requested by Landlord, as additional insureds; (ii) include a broad form contractual liability endorsement insuring Tenant's indemnity obligations under Section 20.1 if and to the extent available; (iii) include a products liability coverage endorsement (with limits of $2,000,000.00 on a "claims made" basis), a boiler and machinery liability endorsement, and a products completed operations coverage endorsement; (iv) provide that it is primary coverage and noncontributing with any

insurance maintained by Landlord or Landlord's lenders, which shall be excess insurance with respect only to losses arising out of Tenant's negligence; and
(v) provide for severability of interests or include a cross-liability endorsement, such that an act or omission of an insured shall not reduce or avoid coverage of other insureds.

21.2 At all times during the term of this Lease, Landlord shall maintain, subject to reimbursement by Tenant as an Operating Expense under
Section 7.1(b), "all risk" insurance, including, but not limited to, coverage against loss or damage by fire, vandalism, and malicious mischief covering the Project (exclusive of excavations, foundations and footings), the Tenant Improvements, and all other improvements and fixtures that may be constructed or installed on the Premises, in an amount equal to one hundred percent (100%) of the full replacement value thereof, and including rental interruption insurance for a period of not less than nine (9) months. If any boilers or other pressure vessels or systems are installed on the Premises, Landlord shall maintain, subject to reimbursement by Tenant as an Operating Expense under Section 7.1(b), boiler and machinery insurance in an amount equal to one hundred percent (100%) of the full replacement value thereof. At all times during the course of any major demolition or construction permitted hereunder, or any restoration pursuant to Articles 22 or 23, Tenant shall maintain, at Tenant's expense, "all risk" builder's risk insurance, including, but not limited to, coverage against loss or damage by fire, vandalism and malicious mischief, covering improvements in place and all material and equipment at the job site furnished under contract, in an amount equal to one hundred percent (100%) of the full replacement value thereof. Landlord shall maintain, subject to reimbursement by Tenant as an Operating Expense under Section 7.1(b), earthquake insurance, in such amounts, subject to such deductibles, and for such premiums as are commercially reasonable, but only if such insurance is (i) required by Landlord's permanent mortgage lender, and (ii) prevalent or becoming prevalent for similar projects in the same general area as the Premises. The insurance described in this Section 21.2 shall: (i) insure Landlord, and Landlord's lenders if required by such lenders, as their interests may appear; (ii) contain a Lender's Loss Payable Form (Form 438 BFU or equivalent) in favor of Landlord's lenders and name Landlord, or Landlord's lender if required by such lender, as the loss payee; (iii) provide for severability of interests or include a cross-liability endorsement, such that an act or omission of an insured shall not reduce or avoid coverage of other insureds; (iv) include an agreed amount endorsement and an inflation endorsement; and (v) provide that it is primary coverage and noncontributing with any insurance maintained by Landlord or Landlord's lenders, which shall be excess insurance. The full replacement value of the Project, the Tenant Improvements and other improvements and fixtures insured thereunder shall, for the purpose of establishing insurance limits and premiums only, be determined by the company issuing the insurance policy and shall be redetermined by said company within six (6) months after completion of any material alterations or improvements to the Premises and otherwise at intervals of not more than three (3) years. Landlord shall promptly increase the amount of the insurance carried pursuant to this Section 21.2 to the amount so redetermined. The proceeds of the insurance described in this Section shall be used for the repair, replacement and restoration of the Premises and the Tenant Improvements and other improvements and fixtures insured thereunder, as further provided in Article 22; provided, however, if this Lease is terminated after damage or destruction, the insurance policy or policies, all rights thereunder and all insurance proceeds shall be assigned to Landlord.

21.3 At all times during the term of this Lease, Tenant shall maintain, at Tenant's expense, business interruption insurance in order to insure that the Basic Annual Rent and Operating Expenses provided for hereunder will be paid for a period of up to one (1) year after any casualty insured against by all risk policy of insurance described in Section 21.2 above or any restriction of access to the Premises as a result of such casualty.

21.4 At all times during the term of this Lease, Tenant shall maintain, at Tenant's expense, "all risk" insurance against all other personal property, including trade fixtures, equipment and merchandise, of Tenant or any subtenant of Tenant that may be occupying the Premises, or any portion thereof, from time to time, in an amount equal to the full replacement value thereof.

21.5 At all times during the term of this Lease, Tenant shall maintain workers' compensation insurance in accordance with state law, and employers' liability insurance with limits typical for companies similar to Tenant.

21.6 All of the policies of insurance referred to in this Article 21 shall be written by companies authorized to do business in Washington and rated A+VII or better in Best's Insurance Guide. Each insurer referred to in this Article 21 shall agree, by endorsement on the applicable policy or by independent instrument furnished to Landlord, that it will give Landlord, and Landlord's lenders if required by such lenders, at least ten (10) days' prior written notice before the applicable policy shall be canceled for nonpayment of premium, and thirty (30) days' prior written notice before the applicable policy shall be canceled or altered in coverage, scope, amount or other material term for any other reason (although any failure of an insurer to give notice as provided herein shall not be a breach of this Lease by Tenant). No policy shall provide for a deductible amount in excess of $100,000, unless approved in advance in writing by Landlord, which approval shall not be unreasonably withheld. Tenant shall deliver to Landlord, and to Landlord's lenders if required by such lenders, copies of the insurance policies required to be carried by Tenant, certified by the insurer, or certificates evidencing such insurance policies, issued by the insurer, together with evidence of payment of the required premiums, prior to the required date for commencement of such coverage. At least thirty (30) days prior to expiration of any such policy, Tenant shall deliver to Landlord, and Landlord's lenders if required by such lenders, a certificate evidencing renewal, or a certified copy of a new policy or certificate evidencing the same, together with evidence of payment of the required premiums. If Tenant fails to provide to Landlord any such policy or certificate by the required date for commencement of coverage, or within fifteen
(15) days prior to expiration of any policy, or to pay the premiums therefor when required, Landlord shall have the right, but not the obligation, to procure said insurance and pay the premiums therefor. Any premiums so paid by Landlord shall be repaid by Tenant to Landlord with the next due installment of rent, and failure to repay the same shall have the same consequences as failure to pay any installment of Rent.

21.7 Landlord may provide the property insurance required under this Article 21 pursuant to a so-called blanket policy or policies of property insurance maintained by Landlord.

21.8 Landlord and Tenant each hereby waives any and all rights of recovery against the other or against the officers, directors, partners, employees, agents, and representatives of the

other, on account of loss or damage to such waiving party's property or the property of others under its control, to the extent that such loss or damage is caused by or results from risks insured against under any insurance policy which insures such waiving party's property at the time of such loss or damage. Prior to obtaining policies of insurance required or permitted under this Lease, Landlord and Tenant shall give notice to the insurers that the foregoing mutual waiver is contained in this Lease, and each party shall cause such insurer to approve such waiver in writing and to cause each insurance policy obtained by it to provide that the insurer waives all right of recovery by way of subrogation against the other party. If the release of either Landlord or Tenant, as set forth in the first sentence of this Section 21.8, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released but shall be secondary to the other's insurer.

22. DAMAGE OR DESTRUCTION.

22.1 In the event of damage to or destruction of all or any portion of the Premises or the improvements and fixtures thereon (collectively, "improvements") arising from a risk covered by the insurance described in
Section 21.2, Landlord shall within a reasonable time commence and proceed diligently to repair, reconstruct and restore (collectively, "restore") the Site Improvements and Building Shell to substantially the same condition as they were in immediately prior to the casualty, and Tenant shall within a reasonable time commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Landlord shall be responsible for all insurance deductibles attributable to the Site Improvements and Building Shell, and for all costs of restoration of the Site Improvements and Building Shell in excess of insurance proceeds for the Site Improvements and Building Shell. Tenant shall be responsible for all insurance deductibles attributable to the Tenant Improvements, and for all costs of restoration in excess of insurance proceeds for the Tenant Improvements, as an Operating Expense under Section 7.1(b). Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction.

22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance described in Section 21.2, Landlord shall within a reasonable time, at its expense, commence and proceed diligently to restore the Site Improvements and Building Shell to substantially the same condition as they were in immediately prior to the casualty, and Tenant shall within a reasonable time, at its expense, commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty. This Lease shall continue in full force and effect notwithstanding such damage or destruction; provided, however, that if the damage or destruction
(i) occurs during the last two years of the term and the expense of restoration to either Landlord or Tenant exceeds $200,000, or (ii) occurs at any other time and the expense of restoration to either Landlord or Tenant exceeds $500,000, the party responsible for the cost may at its election terminate the Lease unless the other party elects to pay the full cost of restoration.

22.3 In satisfying its obligations under this Article 22, neither party shall be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of the other party, which consent will not be unreasonably withheld, the restoring party may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed.

22.4 In the event of damage, destruction and/or restoration as herein provided, there shall be no abatement of Rent (except that Tenant shall be credited with any proceeds of rental interruption insurance carried by Landlord pursuant to Section 21.2), and Tenant shall not be entitled to any compensation or damages occasioned by any such damage, destruction or restoration. Notwithstanding the foregoing, in the event restoration of the Site Improvements and Building Shell cannot reasonably be completed within nine (9) months following the damage or destruction, Landlord will give notice thereof to Tenant within sixty (60) days following such damage or destruction, and Tenant at its election may by written notice to Landlord terminate this Lease effective nine
(9) months following such damage or destruction. In the event of such termination, Tenant shall have no responsibility for contributing to the expense of restoration.

22.5 Notwithstanding anything to the contrary contained in this Article, should a party be delayed or prevented from completing the restoration of the improvements after the occurrence of such damage or destruction by reason of acts of God, war, government restrictions, inability to procure the necessary labor or materials, strikes, or other causes beyond the control of such party (but excluding economic conditions or financial inability to perform), the time for such party to commence or complete restoration shall be extended for the time reasonably required as a result of such event.

22.6 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company, which adjustment shall be subject to the approval of Tenant, which approval shall not be unreasonably withheld, and the proceeds shall be paid to a fund control escrow established by Landlord and Tenant for the purpose of paying for the restoration required by this Article 22.

22.7 Tenant waives the provisions of any statute now existing or hereafter adopted governing destruction of the Premises, so that the parties rights and obligations in the event of damage or destruction shall be governed by the provisions of this Lease.

23. EMINENT DOMAIN.

23.1 In the event the whole of the Premises shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority.

23.2 In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then Landlord may elect to terminate this Lease

if such taking is of a material nature such as to make it uneconomical to continue use of the unappropriated portions for the purposes for which they were intended, and Tenant may elect to terminate this Lease if such taking is of material detriment to, and substantially interferes with, Tenant's use and occupancy of the Premises. In no event shall this Lease be terminated when such a partial taking does not have a material adverse effect upon Landlord or Tenant or both. Termination by either party pursuant to this Section shall be effective as of the date possession is required to be surrendered to said authority.

23.3 If upon any taking of the nature described in this Article 23 this Lease continues in effect, then Landlord shall promptly proceed to restore the remaining portion of the Premises, and all improvements and fixtures located thereon, to substantially their same condition prior to such partial taking; provided, however, Landlord's obligation hereunder shall be limited to the amount of the condemnation proceeds. Basic Annual Rent shall be abated proportionately on the basis of the rental value of the Premises, including improvements and fixtures, as restored after such taking compared to the rental value of the Premises prior to such taking. No award for any partial or entire taking shall be apportioned; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for (i) the taking of personal property and fixtures belonging to Tenant, (ii) interruption of or damage to Tenant's business, (iii) Tenant's unamortized costs of leasehold improvements (other than Tenant Improvements paid for by Landlord), and (iv) Tenant's moving expenses.

24. DEFAULTS AND REMEDIES.

24.1 Late payment by Tenant to Landlord of Rent and other sums due will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within ten (10) days after written notice by Landlord to Tenant that the payment is past due, Tenant shall pay to Landlord an additional sum of five percent (5%) of the overdue rent as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. In addition to the late charge, Rent not paid within thirty (30) days of the date such payment is due shall bear interest from thirty (30) days after the date due until paid at the lesser of (i) ten percent (10%) per annum or (ii) the maximum rate permitted by law.

24.2 No payment by Tenant or receipt by Landlord of a lesser amount than the rent payment herein stipulated shall be deemed to be other than on account of the rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided. If at any time a dispute shall arise as to any amount or sum of money to be paid by Tenant to Landlord, Tenant shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of Tenant to institute suit for recovery of the payment paid under protest.

24.3 If Tenant fails to pay any sum of money (other than Basic Annual Rent) required to be paid by it hereunder, or shall fail to perform any other act on its part to be performed hereunder, Landlord may, without waiving or releasing Tenant from any obligations of Tenant, but shall not be obligated to, make such payment or perform such act; provided, that such failure by Tenant continued for ten (10) days after written notice from Landlord demanding performance by Tenant was delivered to Tenant, or that such failure by Tenant unreasonably and materially interfered with the use or efficient operation of the Premises, or resulted or could have resulted in a material violation of law or the cancellation of an insurance policy maintained by Landlord. All sums so paid or incurred by Landlord, together with interest thereon, from the date such sums were paid or incurred, at the annual rate equal to ten percent (10%) per annum or highest rate permitted by law, whichever is less, shall be payable to Landlord on demand as Additional Rent.

24.4 The occurrence of any one or more of the following events shall constitute a default hereunder by Tenant:

(a) The failure by Tenant to make any payment of Rent, as and when due, where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant. Such notice shall be in lieu of, and not in addition to, any notice required under Washington law;

(b) The failure by Tenant to observe or perform any obligation other than described in Section 24.4(a) to be performed by Tenant, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required to cure the default, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) day period and thereafter diligently prosecute the same to completion. Such notice shall be in lieu of, and not in addition to, any notice required under state law;

(c) Tenant makes an assignment for the benefit of creditors;

(d) A receiver, trustee or custodian is appointed to, or does, take title, possession or control of all, or substantially all, of Tenant's assets;

(e) An order for relief is entered against Tenant pursuant to a voluntary or involuntary proceeding commenced under any chapter of the Bankruptcy Code;

(f) Any involuntary petition is filed against the Tenant under any chapter of the Bankruptcy Code and is not dismissed within ninety (90) days; or

(g) Tenant's interest in this Lease is attached, executed upon, or otherwise judicially seized and such action is not released within ninety (90) days of the action.

Notices given under this Section shall specify the alleged default and shall demand that Tenant perform the provisions of this Lease or pay the Rent that is in arrears, as the case may be, within the applicable period of time, or quit the Premises. No such notice shall be deemed a forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice, and in no event shall a forfeiture or termination occur without such written notice.

24.5 In the event of a default by Tenant, and at any time thereafter, and without limiting Landlord in the exercise of any right or remedy which Landlord may have, Landlord shall be entitled to terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall have the immediate right to re-enter and remove all persons and property, and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without service of notice and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. In the event that Landlord shall elect to so terminate this Lease, then Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including:

(a) The worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus

(b) The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss which Tenant proves could have been reasonably avoided; plus

(c) The worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss which Tenant proves could have been reasonably avoided; plus

(d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligation under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of restoring the Premises to the condition required under the terms of this Lease; plus

(e) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

As used in subsections (a), (b) and (c), the "time of award" shall mean the date upon which the judgment in any action brought by Landlord against Tenant by reason of such default is entered or such earlier date as the court may determine. As used in subsections (a) and (b), the "worth at the time of award" shall be computed by allowing interest at the rate specified in
Section 24.1. As used in subsection (c) above, the "worth at the time of award" shall be computed by taking the present value of such amount using the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percentage point.

24.6 In the event of a default by Tenant, and if Landlord does not elect to terminate this Lease as provided in Section 24.5 or otherwise terminate Tenant's right to possession of the Premises, Landlord may continue this Lease in effect for so long as Landlord does not terminate Tenant's right to possession of the Premises, and may enforce all of its rights and remedies under the Lease, including the right from time to time to recover Rent as it becomes due under the Lease. At any time thereafter, Landlord may elect to terminate this Lease and to recover damages to which Landlord is entitled.

24.7 Notwithstanding anything herein to the contrary, Landlord's reentry to perform acts of maintenance or preservation of, or in connection with efforts to relet, the Premises, or any portion thereof, or the appointment of a receiver upon Landlord's initiative to protect Landlord's interest under this Lease, shall not terminate Tenant's right to possession of the Premises or any portion thereof and, until Landlord does elect to terminate this Lease, this Lease shall continue in full force and Landlord may pursue all its remedies hereunder, including, without limitation, the right to recover from Tenant as they become due hereunder all Rent and other charges required to be paid by Tenant under the terms of this Lease.

24.8 All rights, options, and remedies of Landlord contained in this Lease shall be construed and held to be nonexclusive and cumulative. Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. No waiver of any default of Tenant hereunder shall be implied from any acceptance by Landlord of any rent or other payments due hereunder or by any omission by Landlord to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect defaults other than as specified in said waiver.

24.9 Termination of this Lease or Tenant's right to possession by Landlord shall not relieve Tenant from any liability to Landlord which has theretofore accrued or shall arise based upon events which occurred prior to the last to occur of (i) the date of Lease termination or (ii) the date possession of Premises is surrendered.

24.10 Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

24.11 In the event of any default on the part of Landlord, Tenant will give notice by registered or certified mail to any beneficiary of a deed of trust or mortgagee of a mortgage covering the Premises whose address shall have been furnished to Tenant and shall offer such beneficiary and/or mortgagee a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or a judicial action if such should prove necessary to effect a cure, so long as the beneficiary or mortgagee shall have cured all curable defaults and is diligently pursuing all reasonable steps to obtain possession.

25. ASSIGNMENT OR SUBLETTING.

25.1 Except as hereinafter provided, Tenant shall not, either voluntarily or by operation of law, sell, hypothecate or transfer this Lease, or sublet the Premises or any part thereof, or permit or suffer the Premises or any part thereof to be used or occupied as work space, storage space, concession or otherwise by anyone other than Tenant or Tenant's employees, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed.

25.2 If Tenant desires to assign this Lease to any entity into which Tenant is merged, with which Tenant is consolidated, or which acquires all or substantially all of the assets of Tenant, provided that the assignee first executes, acknowledges and delivers to Landlord an agreement whereby the assignee agrees to be bound by all of the covenants and agreements in this Lease arising after the effective date of the transfer, then Landlord upon receipt of proof of foregoing, will consent to the assignment.

25.3 In the event Tenant desires to assign, hypothecate or otherwise transfer this Lease or sublet the Premises or any part thereof to a transferee other than one set forth in Section 25.2, then at least ten (10) days, but not more than forty-five (45) days, prior to the date when Tenant desires the assignment or sublease to be effective (the "Assignment Date"), Tenant shall give Landlord a notice (the "Assignment Notice") which shall set forth the name, address and business of the proposed assignee or sublessee, information (including references and financial statements) concerning the reputation and financial ability of the proposed assignee or sublessee, the Assignment Date, any ownership or commercial relationship between Tenant and the proposed assignee or sublessee, and the consideration and all other material terms and conditions of the proposed assignment or sublease, all in such detail as Landlord shall reasonably require.

25.4 Landlord in making its determination as to whether consent should be given to a proposed assignment or sublease, may give consideration to the reputation of a proposed successor, the financial strength of such successor in the case of a proposed assignment (notwithstanding the assignor remaining liable for Tenant's performance), and any use which such successor proposes to make of the Premises. If Landlord fails to deliver written notice of its determination to Tenant within fifteen (15) days following receipt of the Assignment Notice and the information required under Section 25.3, Landlord shall be deemed to have approved the request. As a condition to any assignment to which Landlord has given consent, any such assignee must execute, acknowledge and deliver to Landlord an agreement whereby the assignee agrees to be bound by all of the covenants and agreements in this Lease.

25.5 Any sale, assignment, hypothecation or transfer of this Lease or subletting of Premises that is not in compliance with the provisions of this Article 25 shall be void.

25.6 The consent by Landlord to an assignment or subletting shall not relieve Tenant or any assignee of this Lease or sublessee of the Premises from obtaining the consent of Landlord to any further assignment or subletting and shall not release Tenant or any assignee or sublessee of Tenant from full and primary liability.

25.7 If Tenant shall sublet the Premises or any part thereof Tenant hereby immediately and irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent from any subletting of all or a part of the Premises, and Landlord as assignee of Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and apply it toward Tenant's obligations under this Lease; except that, until the occurrence of an act of default by Tenant, Tenant shall have the right to collect such rent.

25.8 Notwithstanding any subletting or assignment Tenant shall remain fully and primarily liable for the payment of all Rent and other sums due, or to become due hereunder, and for the full performance of all other terms, conditions, and covenants to be kept and performed by Tenant. The acceptance of rent or any other sum due hereunder, or the acceptance of performance of any other term, covenant, or condition hereof, from any other person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to any subletting or assignment of the Premises. Landlord shall not withhold consent to an assignment back to the original Tenant hereunder from a subsequent assignee.

25.9 Any sublease of the Premises shall be subject and subordinate to the provisions of this Lease, shall not extend beyond the term of this Lease, and shall provide that the sublessee shall attorn to Landlord, at Landlord's sole option, in the event of the termination of this Lease. Landlord and any lender shall upon Tenant's request provide any subtenant of the entirety of the Premises with a recognition and nondisturbance agreement in the form set forth in Article 35 hereof on the condition that the sublessee agrees to attorn to Landlord on exactly the same terms and conditions as this Lease.

25.10 In the event Tenant assigns or otherwise transfers this Lease or sublets the Premises to a transferee other than one set forth in Section 25.2, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the rent and other consideration received from the transferee during the term of this Lease (but "consideration" shall not include proceeds received by Tenant from the sale of personal property) in excess of Rent payable to Landlord under this Lease, after Tenant has recouped any reasonable commission, legal, improvement and other out-of-pocket expenses occasioned by such transfer and payable to third parties, and after Tenant has recouped any expenses incurred for tenant improvements to the transferred space constructed after the Term Commencement Date.

25.11 Notwithstanding anything to the contrary contained in this Article 25, Landlord acknowledges and agrees that a portion of the Premises may be occupied by the Northwest Hospital Department of Molecular Medicine ("Northwest Hospital"), whose research is integrated with and affiliated with the contemplated use of the Premises by Tenant. Subject to the provisions of Section 25.8, Tenant shall be entitled to sublet, license or otherwise allow Northwest Hospital such use and occupancy of the Premises, and the provisions of Sections 25.7 and 25.10 shall not apply to any such subletting or use.

26. ATTORNEY'S FEES

26.1 If either party becomes a party to any action or proceeding concerning this Lease, the Premises, or the Building or Project in which the Premises are located, by reason of any act

or omission of the other party or its authorized representatives, and not by any act or omission of the party that becomes a party to that litigation or any act or omission of its authorized representatives, the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorneys' fees, expert witness fees, and court costs incurred by it in the litigation.

26.2 If either party commences an action or proceeding against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the other party reasonable attorneys' fees, expert witness fees and costs of suit.

27. BANKRUPTCY.

27.1 In the event a debtor or trustee under the Bankruptcy Code, or other person with similar rights, duties and powers under any other law, proposes to cure any default under this Lease or to assume or assign this Lease, and is obliged to provide adequate assurance to Landlord that (i) a default will be cured, (ii) Landlord will be compensated for its damages arising from any breach of this Lease, or (iii) future performance under this Lease will occur, then adequate assurance shall include any or all of the following, as determined by the Bankruptcy Court: (a) those acts specified in the Bankruptcy Code or other law as included within the meaning of adequate assurance; (b) a cash payment to compensate Landlord for any monetary defaults or damages arising from a breach of this Lease; (c) the credit worthiness and desirability, as a tenant, of the person assuming this Lease or receiving an assignment of this Lease, at least equal to Landlord's customary and usual credit worthiness requirements and desirability standards in effect at the time of the assumption or assignment, as determined by the Bankruptcy Court; and (d) the assumption or assignment of all of Tenant's interest and obligations under this Lease.

28. DEFINITION OF LANDLORD.

28.1 The term "Landlord" as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only Landlord or the successor-in-interest of Landlord under this Lease at the time in question. In the event of any transfer, assignment or conveyance of Landlord's title or leasehold, the Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor and any prior grantors) shall be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability for the performance of any covenants or obligations contained in this Lease thereafter to be performed by Landlord and, without further agreement, the transferee of such title or leasehold shall be deemed to have assumed and agreed to observe and perform any and all obligations of Landlord hereunder, during its ownership of the Premises. Landlord may transfer its interest in the Premises or this Lease without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on the part of Landlord or the then grantor of any of the terms or conditions of this Lease.

29. ESTOPPEL CERTIFICATE.

29.1 Each party shall, within fifteen (15) days of written notice from the other party, execute, acknowledge and deliver to the other party a statement in writing on a form reasonably requested by a proposed lender, purchaser, assignee or subtenant (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any, (ii) acknowledging that there are not, to each party's knowledge, any uncured defaults on the part of Landlord or Tenant hereunder (or specifying such defaults if any are claimed) and (iii) setting forth such further information with respect to this Lease or the Premises as may be reasonably requested thereon. Any such statement may be relied upon by any prospective lender, purchaser, assignee or subtenant of all or any portion of the Premises.

30. REMOVAL OF PROPERTY.

30.1 Except as provided below, all fixtures and personal property owned by Tenant shall be and remain the property of Tenant, and may be removed by Tenant at the expiration or earlier termination of the term of this Lease; however, fume hoods, chemistry hoods, cabling for telecom and computers, package HVAC units, and case work, including lab benches and sinks, may not be removed by Tenant, even if paid for by Tenant in addition to the Tenant Improvement Allowance. Notwithstanding the foregoing, the parties acknowledge that at the expiration or earlier termination of the term of this Lease, Tenant and/or its subtenants or other occupants may remove any fixtures and personal property which is leased from an equipment leasing company or owned by Northwest Hospital.

30.2 The Project, Building and Tenant Improvements, and all fixtures and personal property owned by Landlord, including all fixtures and improvements paid from the Tenant Improvement Allowance, shall be and remain the property of Landlord, and shall, upon the expiration or earlier termination of this Lease, remain upon and be surrendered with the Premises as a part thereof.

30.3 Notwithstanding Section 30.1, Tenant may not remove any property if such removal would cause material damage to the Premises, unless such damages can be and is repaired by Tenant. Furthermore, Tenant shall repair any damage to the Premises caused by Tenant's removal of any such property, and shall, prior to the expiration or earlier termination of this Lease, restore and return the Premises to the condition they were in when first occupied by Tenant, reasonable wear and tear excepted; provided, however, Tenant shall not be required to restore and return any space later improved by Tenant to the condition it was in when first occupied by Tenant if at the time of such later improvement Landlord consents that the new improvements may remain in place at the termination of the Lease in lieu of the replaced improvements, which consent shall not be unreasonably withheld. At a minimum, even if they are determined to be fixtures or personal property owned by Tenant, and except as set forth in Section 30.1, Tenant shall leave in place and repair any damage to the interior floors, walls, doors and ceilings of the Premises, and the heating, ventilation, air conditioning, plumbing, and electrical systems; all such property shall become the property of Landlord upon the expiration

or earlier termination of this Lease, and shall remain upon and be surrendered with the Premises as a part thereof. The provisions of Article 17 shall apply to any restoration work under this Article as if the restoration was an alteration, addition or improvement thereunder. Should Tenant require any period beyond the expiration or earlier termination of the Lease to complete such restoration, Tenant shall be a tenant at sufferance subject to the provisions of Section 12.2 hereof.

30.4 If Tenant shall fail to remove any fixtures or personal property which it is entitled to remove under this Article 30 from the Premises prior to termination of this Lease, then Landlord may dispose of the property under the provisions of applicable law now or hereafter in effect.

31. LIMITATION OF LANDLORD'S LIABILITY.

31.1 If Landlord is in default of this Lease, and as a consequence, Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Project of which the Premises are a part, and out of rent or other income from the Project receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title, and interest in the Building and Project of which the Premises are a part, or by offsetting Rent under this Lease.

31.2 Neither Landlord nor Landlord's Agents shall be personally liable for any deficiency except to the extent liability is based upon willful and intentional misconduct. If Landlord is a partnership or joint venture, the partners of such partnership shall not be personally liable and no partner of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any partner of Landlord, except as may be necessary to secure jurisdiction of the partnership or joint venture or to the extent liability is caused by willful and intentional misconduct. If Landlord is a corporation, the shareholders, directors, officers, employees, and/or agents of such corporation shall not be personally liable and no shareholder, director, officer, employee, or agent of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any shareholder, director, officer, employee, or agent of Landlord, except as may be necessary to secure jurisdiction of the corporation. If Landlord is a limited liability company, the members, managers, officers, employees, and/or agents of such limited liability company shall not be personally liable and no member, manager, officer, employee, or agent of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any member, manager, officer, employee, or agent of Landlord, except as may be necessary to secure jurisdiction of the corporation. No partner, shareholder, director, member, manager, employee, or agent of Landlord shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, member, manager, employee, or agent of Landlord.

31.3 Each of the covenants and agreements of this Article 31 shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by statute or by common law.

32. CONTROL BY LANDLORD.

32.1 Landlord reserves full control over the Building and Project to the extent not inconsistent with Tenant's quiet enjoyment and use of Premises. This reservation includes the right to establish ownership of the buildings separate from fee title to the real property underlying the Buildings, and to divide the Project into more than one lot.

32.2 Tenant shall, should Landlord so request, promptly join with Landlord in execution of such documents as may be appropriate to assist Landlord to implement any such action provided Tenant need not execute any document which is of a nature wherein liability is created in Tenant or if by reason of the terms of such document Tenant will be deprived of the quiet enjoyment and use of the Premises as granted by this Lease.

33. QUIET ENJOYMENT.

33.1 So long as Tenant is not in default, Landlord covenants that Landlord or anyone acting through or under Landlord will not disturb Tenant's occupancy of the Premises except as permitted by the provisions of this Lease and that Landlord shall use reasonable efforts to enforce the lease obligations of tenants of the balance of the Building and Project to the extent they might otherwise disturb Tenant's occupancy.

34. QUITCLAIM DEED.

34.1 Tenant shall execute and deliver to Landlord on the expiration or termination of this Lease, immediately on Landlord's request, a quitclaim deed to the Premises and Project or other document in recordable form suitable to evidence of record termination of this Lease and the right of first refusal and option contained herein.

35. SUBORDINATION AND ATTORNMENT.

35.1 Unless the mortgagee or beneficiary elects otherwise at any time prior to or following a default by Tenant, this Lease shall be subject to and subordinate to the lien of any mortgage or deed of trust now or hereafter in force against the Project and Building of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, provided that the lienholder, beneficiary, or mortgagee has previously executed and delivered to Tenant a nondisturbance, attornment, and subordination agreement in such form as the lienholder, beneficiary, or mortgagee may reasonably request and as the Tenant may approve, which approval will not be unreasonably withheld, setting forth that so long as Tenant is not in default hereunder, Landlord's and Tenant's rights and obligations hereunder shall remain in force and Tenant's right to possession shall be upheld. Furthermore, Landlord shall provide to Tenant, concurrently with Landlord's acquisition of the Project, a non-disturbance agreement from the beneficiary of a deed of trust which Landlord grants to finance the acquisition and renovation of the Project.

35.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or deed of trust as may be required by Landlord and in a form reasonably satisfactory to Tenant, provided that the lienholder, beneficiary, or mortgagee has previously or concurrently therewith executed and delivered to Tenant a non-disturbance agreement in recordable form. However, if any such mortgagee or beneficiary so elects at any time prior to or following a default by Tenant, this Lease shall be deemed prior in lien to any such mortgage or deed of trust regardless of date and Tenant will execute a statement in writing to such effect at Landlord's request in a form reasonably satisfactory to Tenant.

35.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease in accordance with the terms of the non-disturbance Agreement.

36. SURRENDER.

36.1 No surrender of possession of any part of the Premises shall release Tenant from any of its obligations hereunder unless accepted by Landlord in writing.

36.2 The voluntary or other surrender of this Lease by Tenant shall not work a merger, unless Landlord consents, and shall, at the option of Landlord, operate as an assignment to it of any or all subleases or subtenancies.

37. WAIVER AND MODIFICATION.

37.1 No provision of this Lease may be modified, amended or added to except by an agreement in writing. The waiver by Landlord of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained.

38. WAIVER OF JURY TRIAL.

38.1 The parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, and/or any claim of injury or damage.

39. HAZARDOUS MATERIAL.

39.1 During the term, Tenant, at its sole cost, shall comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of Hazardous Material (as defined below) in or about the Project. Tenant shall not

cause or permit any Hazardous Material to be brought upon, kept or used in or about the Project by Tenant, its agents, employees, contractors, invitees or subtenants, in a manner or for a purpose prohibited by any federal, state or local agency or authority. The accumulation of Hazardous Material shall be in approved containers and removed from the Project by duly licensed carriers.

39.2 Tenant shall immediately provide Landlord with telephonic notice, which shall promptly be confirmed by written notice, of any and all spillage, discharge, release and disposal of Hazardous Material onto or within the Project, including the soils and subsurface waters thereof, which by law must be reported to any federal, state or local agency, and any injuries or damages resulting directly or indirectly therefrom. Further, Tenant shall deliver to Landlord each and every notice or order, when said order or notice identifies a violation which may have the potential to adversely impact the Project, received from any federal, state or local agency concerning Hazardous Material and the possession, use and/or accumulation thereof promptly upon receipt of each such notice or order by Tenant. Landlord shall have the right, upon reasonable notice, to inspect and copy each and every notice or order received from any federal, state or local agency concerning Hazardous Material and the possession, use and/or accumulation thereof.

39.3 Tenant shall be responsible for and shall indemnify, protect, defend and hold harmless Landlord and Landlord's Agents from any and all liability, damages, injuries, causes of action, claims, judgments, costs, penalties, fines, losses, and expenses which arise during or after the term of this Lease and which result from Tenant's (or from Tenant's Agents, assignees, subtenants, employees, agents, contractors, licensees, or invitees) receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Project, including without limitation (i) diminution in value of the Project or any portion of the Project, (ii) damages for the loss or restriction on use of any portion or amenity of the Project or Project, (iii) damages arising from any adverse impact on marketing of space in the Project or the Project, (iv) damages and the costs of remedial work to other property in the vicinity of the Project incurred by Landlord or an affiliate of Landlord, and
(v) reasonable consultant fees, expert fees, and attorneys' fees. Landlord shall be responsible for and shall indemnify, protect, defend and hold harmless Tenant and Tenant's Agents on the same basis as above for any claims which result from Landlord's or from Landlord's Agents receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Project.

39.4 The indemnification pursuant to the preceding Section 39.3 includes, without limiting the generality of Section 39.3, reasonable costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil, subsoil, ground water, or elsewhere on, under or about the Project, or on, under or about any other property in the vicinity of the Project. Without limiting the foregoing, if the presence of any Hazardous Material on the Project caused or permitted by Tenant results in any contamination of the Project, or underlying soil or groundwater, Tenant shall promptly take all actions at its sole expense as are necessary to return the Project to that condition required by applicable law, provided that Landlord's approval of such action shall first

be obtained, which approval shall not be unreasonably withheld, except that Tenant shall not be required to obtain Landlord's prior approval of any action of an emergency nature reasonably required or any action mandated by a governmental authority, but Tenant shall give Landlord prompt notice thereof.

39.5 Landlord acknowledges that it is not the intent of this Article 39 to prohibit Tenant from operating its business as described in Article 10 or to interfere with the operation of Tenant's business. Tenant may operate its business according to the custom of the industry so long as the use or presence of Hazardous Material is strictly and properly monitored according to all applicable governmental requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Material in connection with its business, Tenant agrees to make available to Landlord upon reasonable request a list identifying each type of Hazardous Material to be present in or upon the Project and setting forth any and all governmental approvals or permits required in connection with the presence of Hazardous Material on the Project ("Hazardous Material Summary"). At Landlord's request, and at reasonable times, Tenant shall make available to Landlord the latest available Hazardous Materials Summary and true and correct copies of the following documents (hereinafter referred to as the "Hazardous Material Documents") relating to the handling, storage, disposal and emission of Hazardous Material: permits; approvals; reports and correspondence; storage and management plans; notice of violations of any laws; plans relating to the installation of any storage tanks to be installed in or under the Project (provided said installation of tanks shall be permitted only after Landlord has given Tenant its written consent to do so, which consent may not be unreasonably withheld); and all closure plans or any other documents required by any and all federal, state and local governmental agencies and authorities for any storage tanks installed in, on or about the Project for the closure of any such tanks. Tenant shall not be required, however, to provide Landlord with that portion of any document which contains information of a proprietary nature and which, in and of itself, does not contain a reference to any Hazardous Material which are not otherwise identified to Landlord in such documentation, unless any such Hazardous Material Document names Landlord as an "owner" or "operator" of the facility in which Tenant is conducting its business. It is not the intent of this subsection to provide Landlord with information which could be detrimental to Tenant's business should such information become possessed by Tenant's competitors. Landlord shall treat all information furnished by Tenant to Landlord pursuant to this Section 39.5 as confidential and shall not disclose such information to any person or entity without Tenant's prior written consent, which consent shall not be unreasonably withheld or delayed, except as required by law.

39.6 Notwithstanding other provisions of this Article 39, it shall be a default under this Lease, and Landlord shall have the right to terminate the Lease and/or pursue its other remedies under Article 24, in the event that (i) Tenant's use of the Premises for the generation, storage, use, treatment or disposal of Hazardous Material is in a manner or for a purpose prohibited by applicable law unless Tenant is diligently pursuing compliance with such law,
(ii) Tenant has been required by any governmental authority to take remedial action in connection with Hazardous Material contaminating the Project if the contamination resulted from Tenant's action or use of the Premises, unless Tenant is diligently pursuing compliance with such requirement or is protesting or appealing such requirement in good faith, or (iii) Tenant is subject to an enforcement order issued by any governmental authority in connection with Tenant's use,

disposal or storage of a Hazardous Material on the Project, unless Tenant is diligently seeking compliance with such enforcement order or is protesting or appealing such order in good faith.

39.7 Notwithstanding the provisions of Article 25, if (i) any anticipated use of the Premises by a proposed assignee or subtenant involves the generation or storage, use, treatment or disposal of Hazardous Material in any manner or for a purpose prohibited by any applicable law, or (ii) the proposed assignee or sublessee is subject to a final, unappealable enforcement order issued by any governmental authority in connection with such party's use, disposal or storage of Hazardous Material of a type such proposed assignee or sublessee intends to use in the Premises and shall have failed to materially comply with such order, it shall not be unreasonable for Landlord to withhold its consent to an assignment or subletting to such proposed assignee or sublessee.

39.8 Landlord represents that, to the best of its knowledge, as of the date of this Lease, there is no Hazardous Material on the Project. Landlord has provided Tenant with a Phase I Environmental Site Assessment dated September 1, 1999, by Earth Consultants, Inc., and will provide to Tenant an update of the environmental site assessment as of the date Landlord tenders possession of the Premises to Tenant for construction of the Tenant Improvements. Should the environmental site assessment(s) disclose the presence of Hazardous Material beyond legally permissible levels, Landlord shall correct the deficiencies to Tenant's reasonable satisfaction and shall cause updates to the environmental site assessment(s) to be issued reflecting the remedy. The environmental site assessment(s) and all updates thereto are hereinafter referred to as the "Base Line Report," and shall be deemed conclusive as to the condition of the Project, unless, within ninety (90) days after the date of execution hereof, Tenant causes an inspection of its own to be conducted, which inspection discloses the presence of Hazardous Material materially different from that disclosed in the Base Line Report.

39.9 At any time prior to the expiration or earlier termination of the term of the Lease, Landlord shall, upon reasonable prior notice to Tenant, have the right to enter upon the Premises at all reasonable times and at reasonable intervals in order to conduct appropriate tests regarding the presence, use and storage of Hazardous Material, and to inspect Tenant's records with regard thereto. Tenant will pay the reasonable costs of any such test which demonstrates that contamination in excess of permissible levels has occurred and such contamination was caused by Tenant's use of the Project during the term of the Lease. Tenant shall correct any deficiencies identified in any such tests in accordance with its obligations under this Article 39 to the extent the deficiencies are the result of Tenant's use of the Project during the term of this Lease.

39.10 Tenant shall at its own expense cause an environmental site assessment of the Premises to be conducted and a report thereof delivered to Landlord upon the expiration or earlier termination of the Lease, such report to be as complete and broad in scope as is necessary to identify any impact on the Project Tenant's operations might have had (hereinafter referred to as the "Exit Report"). In order to facilitate the Exit Report, Tenant shall install, as part of the Tenant Improvements, a sampling port on the sewer drain from the Premises. Tenant shall correct any deficiencies identified in the Exit Report in accordance with its obligations under this Article 39 prior to the expiration or earlier termination of this Lease. This Article 39 is the exclusive provision in this Lease regarding clean-up, repairs or maintenance arising from

receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Project, and the provisions of Articles 7, 10, 18, and 20 shall not apply thereto.

39.11 Landlord's and Tenant's obligations under this Article 39 shall survive the termination of the Lease.

39.12 As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of Washington or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (iv) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. Section 6903), or (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601).

40. OPTION TO EXTEND TERM.

40.1 Landlord grants to Tenant the right to extend the term of this Lease for two (2) separate five (5) year periods under the same terms and conditions existing in the original Lease except as set forth in this Article
40. Tenant shall exercise such right to extend the term of this Lease by written notice to Landlord given no later than nine (9) months prior to the end of the original term or the first extension term of this Lease, as the case may be. The second extension option shall lapse and have no further force or effect if the first extension option is not exercised, and there shall be no right to extend the term beyond said two (2) extension periods.

40.2 Basic Annual Rent shall be adjusted on the first day of each extension term to the fair market rental value of the Premises as of the commencement of the extension term.

40.3 Landlord and Tenant shall attempt in good faith to agree on the fair market rental value of the Premises as of the commencement of the extension term, within thirty (30) days after Tenant shall have exercised its right to extend the term. If the parties do not agree within such thirty (30) day period, Landlord shall obtain within thirty (30) days at its expense and deliver to Tenant an independent appraisal of the fair market rental value of the Premises as of the commencement of the extension term. Following its receipt of Landlord's appraisal, Tenant may elect to obtain within thirty (30) days thereafter at its expense and deliver to Landlord a second independent appraisal of the fair market rental value of the Premises as of the commencement of the extension term. If Tenant elects not to obtain a second appraisal, Landlord's appraisal shall be conclusive. If Tenant's appraisal is no more than five percent (5%) less than Landlord's appraisal, the fair market rental value of the Premises shall be the arithmetic average of the two appraisals. If Tenant's appraisal is more than five percent (5%) less than Landlord's appraisal, the two appraisers shall appoint a third independent appraiser to appraise the fair market rental value of the Premises as of the commencement of the extension term, and the fair market rental value of the Premises shall be the arithmetic average of the two appraisals

closest in their determination of fair market rental value. Landlord and Tenant shall bear equally the expense of the third appraiser.

40.4 All appraisers appointed hereunder shall have at least ten (10) years' experience in the appraisal of commercial and industrial real property in the general area of the Premises, and shall be members of professional organizations such as the American, Appraisal Institute with a designation of MAI or equivalent.

40.5 As used herein, the term "fair market rental value of the Premises" shall mean the base rent that a ready and willing tenant would pay for similarly improved space in the general area of the Premises, as of the commencement of each extension term, to a ready and willing landlord, for a term of five (5) years on the terms and conditions of the Lease, determined as if the Premises were exposed for lease on the open market for a reasonable period of time and taking into account all of the purposes for which such property may be used. Any appraiser appointed hereunder to determine the "fair market rental value of the Premises" shall take into account all of the other terms and conditions of this Lease; provided, however, the appraiser shall not take into account the annual rental increases provided for in Section 6.1, and Basic Annual Rent during the extension term shall be periodically increased only if and to the extent the appraiser includes such increases in the determination of the fair market rental value of the Premises.

40.6 Any increase in Basic Annual Rent under this Article 40 which is not determined until after the effective date of the increase shall nevertheless be retroactive to the effective date, and Tenant shall pay any such retroactive increase with the installment of Rent next due.

40.7 Tenant shall not have the right to exercise the option to extend the term, notwithstanding anything set forth above to the contrary: (a) during the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in default under any provision of this Lease and continuing until the default alleged in said notice is cured; or (b) after the expiration or earlier termination of this Lease. The period of time within which the option to extend may be exercised shall not be extended or enlarged by reason of the Tenant's inability to exercise the option because of the foregoing provisions. At the election of Landlord, all rights of Tenant under the provisions of this Article 40 shall terminate and be of no further force or effect even after Tenant's due and timely exercise of an option to extend if, after such exercise, but prior to the commencement of the extension term, (1) Tenant fails to pay to Landlord a monetary obligation of Tenant after such obligation becomes due for a period of thirty (30) days after Landlord gives notice to Tenant of such default, or (2) Tenant fails to commence to cure a non-monetary default within thirty (30) days after the date Landlord gives notice to Tenant of such default.

41. RIGHT OF FIRST REFUSAL TO LEASE ADDITIONAL SPACE.

41.1 If at any time during the term of this Lease Landlord determines to lease all or any part of the balance of 5,176 square feet of mezzanine level space directly above the northernmost 5,176 square feet of the first floor space within the Premises, Landlord shall give written notice to Tenant ("Right of First Refusal Notice") of the economic terms and conditions on which

Landlord would be willing to lease all or any part of the balance of the space. If Tenant, within fifteen (15) days after receipt of Landlord's Right of First Refusal Notice, agrees in writing to lease all (but no less than all) of the balance of the space on the terms and conditions stated in the notice, Landlord shall lease the space to Tenant on the economic terms and conditions stated in the notice.

41.2 If Tenant does not agree in writing to lease all (but not less than all) of the balance of the space described in Section 41.1 above within fifteen
(15) days after receipt of Landlord's Right of First Refusal Notice, or if Landlord and Tenant have not entered into a lease agreement within thirty (30) days thereafter, Landlord shall have the right to lease the space to a third party on economic terms and conditions no more favorable than the economic terms and conditions stated in the Right of First Refusal Notice. If Landlord does not lease such space to the prospective tenant within one hundred eighty (180) days after the Right of First Refusal Notice, any lease transaction thereafter shall be deemed a new determination by Landlord to lease the space and the provisions of this Section shall again be applicable.

41.3 The Right of First Refusal herein granted to Tenant is not assignable separate and apart from this Lease.

41.4 Tenant shall not have the right to exercise the Right of First Refusal, notwithstanding anything set forth above to the contrary: (a) During the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in default under any provision of this Lease and continuing until the default alleged in said notice is cured; or (b) After the expiration or earlier termination of this Lease. The period of time within which the Right of First Refusal may be exercised shall not be extended or enlarged by reason of the Tenant's inability to exercise the Right of First Refusal because of the foregoing provisions. At the election of Landlord, all rights of Tenant under the provisions of this Article 41 shall terminate and be of no further force or effect even after Tenant's due and timely exercise of the Right of First Refusal, if, after such exercise, but prior to the execution of said lease, (1) Tenant fails to pay to Landlord a monetary obligation of Tenant after such obligation becomes due for a period of thirty (30) days after Landlord gives notice to Tenant of such default, or (2) Tenant fails to commence to cure a non-monetary default within thirty (30) days after the date Landlord gives notice to Tenant of such default.

41.5 The Right of First Refusal is continuing, in that if Tenant fails to exercise the Right of First Refusal with regard to any particular space, the Right of First Refusal shall nevertheless apply to that particular space if Landlord determines to lease all or any part of such space at any later time, and to any other space which Landlord determines to lease in the Building.

42. MISCELLANEOUS.

42.1 TERMS AND HEADINGS. Where applicable in this Lease, the singular includes the plural and the masculine or neuter includes the masculine, feminine and neuter. The section headings of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof.

42.2 EXAMINATION OF LEASE. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution by and delivery to both Landlord and Tenant.

42.3 TIME. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor.

42.4 COVENANTS AND CONDITIONS. Each provision of this Lease performable by Tenant shall be deemed both a covenant and a condition.

42.5 CONSENTS. Whenever consent or approval of either party is required, that party shall not unreasonably withhold or delay such consent or approval, except as may be expressly set forth to the contrary.

42.6 ENTIRE AGREEMENT. The terms of this Lease are intended by the parties as a final expression of their agreement with respect to the terms as are included herein, and may not be contradicted by evidence of any prior or contemporaneous agreement.

42.7 SEVERABILITY. Any provision of this Lease which shall prove to be invalid, void, or illegal in no way affects, impairs or invalidates any other provision hereof, and such other provisions shall remain in full force and effect.

42.8 RECORDING. Within ten (10) days from the execution of this Lease, Landlord and Tenant shall record a short form memorandum hereof, subject to the requirement to execute and deliver a quitclaim deed pursuant to the provisions of Section 34.1 hereof.

42.9 IMPARTIAL CONSTRUCTION. The language in all parts of this Lease shall be in all cases construed as a whole according to its fair meaning and not strictly for or against either Landlord or Tenant.

42.10 INUREMENT. Each of the covenants, conditions, and agreements herein contained shall inure to the benefit of and shall apply to and be binding upon the parties hereto and their respective heirs, legatees, devisees, executors, administrators, successors, assigns, sublessees, or any person who may come into possession of said Premises or any part thereof in any manner whatsoever. Nothing in this Section 41.10 contained shall in any way alter the provisions against assignment or subletting in this Lease provided.

42.11 FORCE MAJEURE. If either party cannot perform any of its obligations (other than Tenant's obligation to pay Rent), or is delayed in such performance (other than Tenant's obligation to pay Rent), due to events beyond such party's control, the time provided for performing such obligations shall be extended by a period of time equal to the delay attributable to such events. Events beyond a party's control include, but are not limited to, acts of God (including earthquake), war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortage of labor or material, government regulation or restriction and weather conditions, but do not include financial inability to perform.

42.12 NOTICES. Any notice, consent, demand, bill, statement, or other communication required or permitted to be given hereunder must be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, and if given by personal delivery shall be deemed given on the date of delivery, and if given by mail shall be deemed sufficiently given three (3) business days after time when deposited in United States Mail if sent by registered or certified mail, addressed to Tenant at the Premises, or to Tenant or Landlord at the addresses shown in Section 2.1.10 hereof. Either party may, by notice to the other given pursuant to this Section, specify additional or different addresses for notice purposes.

42.13 AUTHORITY TO EXECUTE LEASE. Landlord and Tenant each acknowledge that it has all necessary right, title and authority to enter into and perform its obligations under this Lease, that this Lease is a binding obligation of such party and has been authorized by all requisite action under the party's governing instruments, that the individuals executing this Lease on behalf of such party are duly authorized and designated to do so, and that no other signatories are required to bind such party.

42.14 GOVERNING LAW. This Lease shall be construed and enforced pursuant to the law of the State of Washington.

43. DEFINITIONS. Capitalized terms not defined elsewhere in this Lease shall have the meaning set forth below:

43.1 "PREMISES" shall have the meaning ascribed to it in Section 1.1.

43.2 "SITE IMPROVEMENTS." The exterior improvements, to include surface parking areas, landscaping, drainage, irrigation, gutters, sidewalks, exterior lighting, walkways, driveways and other improvements and appurtenances relating to ingress and egress.

43.3 "SITE PLAN." The site plan attached hereto as Exhibit "A".

43.4 "BUILDING." The Building Shell and the Tenant Improvements.

43.5 "BUILDING SHELL." The shell of the Building, consisting of a two story concrete tilt-up structure, footings, foundations, floors, exterior walls, and roof, with building electrical service, natural gas, telephone, water, plumbing, and other utilities necessary for the Tenant Improvements extended from the street and stubbed to the Building.

43.6 "TENANT IMPROVEMENTS." The initial improvements within the Building Shell desired by Tenant for occupancy and use of the entire Premises by Tenant.

43.7 "TENANT IMPROVEMENT PLANS." The plans and specifications for the Tenant Improvements.

43.8 "PROJECT." The Site Improvements, the Building Shell, and the Tenant Improvements, and the real property upon which the foregoing are located.

43.9 "TENANT IMPROVEMENT ALLOWANCE" shall have the meaning ascribed to it in Section 4.3.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written.

LANDLORD:

NEXUS CANYON PARK LLC
A California limited liability company
By Nexus Properties, Inc.
A California corporation
Its Manager

TENANT:

NORTHWEST BIOTHERAPEUTICS, INC.
A Delaware corporation

STATE OF CALIFORNIA              )
                                 ) ss.
COUNTY OF SAN DIEGO              )

On October __, 1999, before me, ________________________________, Notary Public, personally appeared MICHAEL J. REIDY, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

STATE OF WASHINGTON              )
                                 ) ss
COUNTY OF SNOHOMISH              )

On October ___, 1999, before me, ____________________________, Notary Public, personally appeared __________________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Subscribed and sworn to before me on ______________________.

Print Name:_______________________________

NOTARY PUBLIC for the State of Washington, residing at ______________________________

My appointment expires: __________________

EXHIBIT "A"

SITE PLAN OF THE PROJECT

EXHIBIT "B"

OUTLINE OF THE PREMISES

EXHIBIT "C"

DESCRIPTION OF LANDLORD IMPROVEMENTS

EXHIBIT "D"

FORM OF LETTER OF CREDIT

EXHIBIT "E"

RULES AND REGULATIONS

NOTHING IN THESE RULES AND REGULATIONS SHALL SUPPLANT ANY PROVISION OF THE LEASE. IN THE EVENT OF A CONFLICT OR INCONSISTENCY BETWEEN THESE RULES AND REGULATIONS AND THE LEASE, THE LEASE SHALL PREVAIL.

1. Except as specifically provided in the Lease to which these Rules and Regulations are attached, no sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside of the Premises or the Building without the prior written consent of Landlord. Landlord shall have the right to remove, at Tenant's expense and without notice, any sign installed or displayed in violation of this rule.

2. If Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises, or placed on any windowsill, which is visible from the exterior of the Premises, and which is not included in approved Tenant Improvement Plans, Tenant shall remove said object.

3. Tenant shall not obstruct any sidewalks or entrances to the Building, or any halls, passages, exits, entrances, or stairways within the Premises which are required to be kept clear for health and safety reasons.

4. No deliveries shall be made which impede or interfere with other tenants or the operation of the Project.

5. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Fixtures and equipment which cause noise or vibration that may be transmitted to the structure of the Building to such a degree as to be objectionable to other tenants shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate such noise or vibration or reduce such noise and vibration to acceptable levels.

6. Tenant shall not use any method of heating or air-conditioning other than that shown in approved Tenant Improvement Plans.

7. Tenant shall not install any radio or television antenna, loudspeaker or other devices on the roof or exterior walls of the Premises without Landlord's consent, which shall not be unreasonably withheld or delayed. Tenant shall not interfere with radio or television broadcasting or reception from or in the Premises or elsewhere.

8. Canvassing, peddling, soliciting and distribution of handbills or any other written material in the Project outside of the Premises are prohibited, and Tenant shall cooperate to prevent such activities.

9. Tenant shall store all its trash, garbage and Hazardous Material within its Premises or in designated receptacles outside of the Premises. Tenant shall not place in any such receptacle any material which cannot be disposed of in the ordinary and customary manner of trash, garbage and Hazardous Material disposal.

10. The Premises shall not be used for any improper, immoral or objectional purpose. No cooking shall be done or permitted on the Premises, except that use by Tenant of Underwriter's Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages or use of microwave ovens for employees use shall be permitted, or equipment shown on approved Tenant Improvement Plans, provided that such equipment and use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations.

11. Without the written consent of the Landlord, Tenant shall not use the name of the Project, if any, in connection with or in promoting or advertising the business of Tenant except as Tenant's address.

12. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

13. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed.

14. Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or any other tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of Tenant or any other Tenant, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants of the Project.

15. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Lease.

16. Landlord reserves the right to make such other and reasonable rules and regulations as, in its judgment, may from time to time be needed for safety and security, for care and cleanliness of the Project, and for the preservation of good order therein, subject to prior notice to Tenant and Tenant's consent, which will not be unreasonably withheld, conditioned or delayed. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted.

17. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant's employees, agents, clients, customers, invitees and guests.

EXHIBIT "F

CALCULATION OF RENTABLE AREA

EXHIBIT 10.7

AFTER RECORDING RETURN TO:

BANK OF AMERICA, N.A.
Mail Code CA6-503-05-21
5 Park Plaza, Suite 500
Irvine, CA 92614-8525
Attn. Judy L. Acard
Loan No. GK 4138

TENANT:    NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation

BORROWER:  NEXUS CANYON PARK LLC, a California limited liability company

BANK:      BANK OF AMERICA, N.A.

LEGAL DESCRIPTION:

ABBREVIATED: PARCELS A-D & F: NORTHWEST QUARTER OF 29-27-5
PARCEL E: WEST HALF OF 29-27-5 AND EAST HALF OF 30-27-5.

FOR THE FULL LEGAL DESCRIPTION SEE SCHEDULE "A" TO THIS DOCUMENT

ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUMBER(S): 292705-2-037-0004

REFERENCE NUMBER OF DOCUMENTS ASSIGNED OR RELEASED: N/A

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Bank of America, N.A.
Mail Code CA6-503-05-21
5 Park Plaza, Suite 500
Irvine, CA 92614-8525
Attn.: Judy L. Acord
Loan No.: GK 4138

SUBORDINATION, NONDISTURBANCE
AND ATTORNMENT AGREEMENT

NOTICE: THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

This Subordination, Nondisturbance and Attornment Agreement ("Agreement") is entered into as of the 10th day of November, 1999 by and among NORTHWEST BIOTHERAPEUTICS, INC. ("Tenant"), NEXUS CANYON PARK LLC, a California limited liability company ("Borrower") and BANK OF AMERICA, N.A. ("Bank").

Factual Background

A. Borrower owns certain real property in the County of Snohomish, State of Washington, more particularly described in the attached Exhibit A. The term "Property" herein means that real property together with all improvements (the "Improvements") located on it.

B. Bank has made or agreed to make a loan to Borrower in the principal amount of Nineteen Million Forty Thousand and No/100 Dollars ($19,040,000.00) (the "Loan") as provided in a Construction loan agreement dated as of November 10, 1999 (the "Loan Agreement"). The Loan is or will be evidenced by a promissory note (the "Note") which is or will be secured by a deed of trust encumbering the Property (the "Deed of Trust") with an assignment of rents. The Loan Agreement, the Note, the Deed of Trust, this Agreement and all other documents and instruments identified in the Loan Agreement as "Loan Documents" shall be collectively referred to herein as the "Loan Documents."

C. Tenant and Borrower (as landlord) entered into a lease dated October 22, 1999 (the "Lease") under which Borrower leased to Tenant a portion of the Improvements located within the Property and more particularly described in the Lease (the "Premises").

D. It is a requirement of the Loan to Borrower that Tenant agree, among other things, to subordinate Tenant's rights under the Lease to the lien of the Loan Documents and to attorn to Bank on the terms and conditions of this Agreement. Tenant is willing to agree to such subordination and attornment and other conditions, provided that Bank agrees to a nondisturbance provision, all as set forth more fully below.

Agreement

Therefore, the parties agree as follows:

1. Subordination. The Loan Documents and all supplements, amendments, modifications, renewals, replacements and extensions of and to them shall unconditionally be and remain at all times a lien on the Property prior and superior to the Lease, to the leasehold estate created by it, and to all rights and privileges of Tenant under it. The Lease and leasehold estate, together with all rights and privileges of Tenant under that Lease, are hereby unconditionally made subordinate to the lien of the Loan Documents in favor of Bank. Tenant consents to Borrower and Bank entering into the Deed of Trust and the other Loan Documents. Tenant further declares, agrees and acknowledges that in making disbursements under the Loan Documents, Bank has no obligation or duty to, nor has Bank represented that it will, see to the application of such proceeds by the person or persons to whom they are disbursed by Bank, and any application or use of such proceeds for purposes other than those provided for in the Loan Documents shall not defeat the subordination made in this Agreement, in whole or in part.

2. Definitions of "Transfer of the Property and "Purchaser." As used herein, the term "Transfer of the Property" means any transfer of Borrower's interest in the Property by foreclosure, trustee's sale or other action or proceeding for the enforcement of the Deed of Trust or by deed in lieu thereof. The term "Purchaser," as used herein, means any transferee, including Bank, of the interest of Borrower as a result of any such Transfer of the Property and also includes any and all successors and assigns, including Bank, of such transferee.

3. Nondisturbance. The enforcement of the Deed of Trust shall not terminate the Lease or disturb Tenant in the possession and use of the Premises unless at the time of foreclosure, Tenant is in default under the Lease or this Agreement beyond applicable notice and cure periods, if applicable, and Bank so notifies Tenant in writing at or prior to the time of the foreclosure sale that the Lease will be terminated by foreclosure because of such default. The nondisturbance herein granted is subject to Section 5 below. This nondisturbance applies to any option to extend or renew the Lease term which is set forth in the Lease as of the date of this Agreement.

4. Attornment. Subject to Section 3 above, if any Transfer of the Property should occur, Tenant shall and hereby does attorn to Purchaser, including Bank if it should be the Purchaser, as the landlord under the Lease, and Tenant shall be bound to Purchaser under all of the terms, covenants and conditions of the Lease for the balance of the Lease term and any extensions or renewals of it which may then or later be in effect under any validly exercised extension or renewal option contained in the Lease, all with the same force and effect as if Purchaser had been the original landlord under the Lease. This attornment shall be effective and self-operative without the * execution of any further instruments upon Purchaser's succeeding to the interest of the landlord under the Lease.

5. Subordination of Options and Rights of First Refusal. The Loan Documents and all supplements, amendments, modifications, renewals, replacements and extensions of and to them shall unconditionally be and remain at all times a lien on the Property prior and superior to any existing or future right of Tenant, whether arising out of the Lease or otherwise, to exercise any option or right of first refusal to:

(a) purchase the Premises or the Property or any interest or portion in or of either of them; or

(b) expand into other space in the Improvements.

Tenant specifically agrees and acknowledges that upon any Transfer of the Property, any such purchase option or right of first refusal to purchase all or any portion of the Property, whether now existing or in the future arising, shall terminate and be inapplicable to the Property notwithstanding the nondisturbance granted to Tenant in Section 3 above. If any option or right of first refusal to purchase is exercised prior to a Transfer of the Property, any title so acquired to all or any part of the Property shall be subject to the lien of the Deed of Trust and the other Loan Documents, which lien shall in no way be impaired by the exercise of such option or right of first refusal. Bank specifically reserves all of its rights to enforce any accelerating transfer, due on sale, due on encumbrance or similar provision in the Deed of Trust or any other Loan Document.

6. Notices of Default; Material Notices; Bank's Rights to Cure Default. Tenant shall send a copy of any notice of default or similar statement with respect to the Lease to Bank at the same time such notice or statement is sent to Borrower. In the event of any act or omission by Borrower which would give Tenant the right to terminate the Lease or to claim a partial or total eviction, Tenant shall not exercise any such right or make any such claim until it has given Bank written notice of such act or omission and has given Bank either thirty (30) days to cure the default if the default is monetary or a reasonable time for Bank to cure the default if the default is non-monetary. Nothing in this Agreement, however, shall be construed as a promise or undertaking by Bank to cure any default of Borrower. Notwithstanding anything to the contrary in this Agreement, Tenant

shall not be required to give Bank prior notice or obtain Bank's consent in the event of a termination of the Lease pursuant to Section 3.3 thereof.

7. Limitation on Bank's Performance. Nothing in this Agreement shall be deemed or construed to be an agreement by Bank to perform any covenant of Borrower as landlord under the Lease. Tenant agrees that if Bank becomes Purchaser then, upon subsequent transfer of the Property by Bank to a new owner, Bank shall have no further liability under the Lease after said transfer.

8. Limitation on Liability. No Purchaser who acquires title to the Property shall have any obligation or liability beyond its interest in the Property.

9. Tenant's Covenants. Tenant agrees that during the term of the Lease, without Bank's prior written consent, Tenant shall not:

(a) pay any rent or additional rent more than one month in advance to any landlord of the Premises including Borrower; or

(b) cancel, terminate or surrender the Lease, except at the normal expiration of the Lease term or as provided in Section 6 above or as provided in
Section 3.3 of the Lease; or

(c) enter into any amendment, modification or other agreement relating to the Lease; or

(d) assign or sublet any portion of the Lease or the Premises, except as expressly permitted in the Lease.

10. Bank Not Obligated. Bank, if it becomes the Purchaser or if it takes possession under the Deed of Trust, and any other Purchaser shall not (a) be liable for any damages or other relief attributable to any act or omission of any prior Landlord under the Lease including Borrower; or (b) be subject to any offset or defense not specifically provided for in the Lease which Tenant may have against any prior landlord under the Lease; or (c) be bound by any prepayment by Tenant of more than one month's installment of rent; or (d) be obligated for any security deposit not actually delivered to Purchaser; or (e) be bound by any modification or amendment of or to the Lease unless the amendment or modification shall have been approved in writing by Bank.

11. Tenant's Estoppel Certificate.

(a) True and Complete Lease. Tenant represents and warrants to Bank that Exhibit B accurately identifies the Lease and all amendments, supplements, side letters and other agreements and memoranda pertaining to the Lease, the leasehold and/or the

Premises.

(b) Tenant's Option Rights. Tenant has no right or option of any nature whatsoever, whether arising out of the Lease or otherwise, (i) to purchase the Premises or the Property, or any interest or portion of either of them, or (ii) to expand into other space in the Improvements (except as described in Section 41 of the Lease) or (iii) to extend or renew the term of the Lease (except as described in Section 40 of the Lease).

(c) No Default. As of the date of this Agreement, Tenant represents and warrants that to the best of Tenant's knowledge there exist no events of default or events that with notice or the passage of time or both would be events of default under the Lease on either the Tenant's part or the Borrower's, nor is there any right of offset against any of Tenant's obligations under the Lease. Tenant represents and warrants that the Lease is in full force and effect as of the date of this Agreement.

(d) Hazardous Substances. Tenant represents and warrants that it has not yet taken possession of the Premises nor used, generated, released, discharged, stored or disposed of any Hazardous Substances on, under, in or about the Property. As used herein "Hazardous Substance" means any substance, material or waste (including petroleum and petroleum products), which is designated, classified or regulated as being "toxic" or "hazardous" or a "pollutant" or which is similarly designated, classified or regulated under any federal, state or local law, regulation or ordinance.

12. Integration, Etc. This Agreement integrates all of the terms and conditions of the parties' agreement regarding the subordination of the Lease to the Loan Documents, attornment, nondisturbance and the other matters contained herein. This Agreement supersedes and cancels all oral negotiations and prior and other writings with respect to (a) such subordination (only to such extent, however, as would affect the priority between the Lease and the Loan Documents), including any provisions of the Lease which provide for the subordination of the Lease to a deed of trust or to a mortgage and (b) such attornment, nondisturbance and other matters contained herein. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including the Lease, the terms, conditions and provisions of this Agreement shall prevail. This Agreement may not be modified or amended except by a written agreement signed by the parties or their respective successors in interest. This Agreement may be executed in counterparts, each of which is an original but all of which shall constitute one and the same instrument.

13. Notices. All notices given under this Agreement shall be in writing and shall be given by personal delivery, overnight receipted courier or by registered or certified United States mail, postage prepaid, sent to the party at its address appearing below. Notices shall be effective upon receipt (or on the date when proper delivery is refused). Addresses for notices may be changed by any party by notice to all other parties in

accordance with this Section. Service of any notice on any one Borrower shall be effective service on Borrower for all purposes.

To Bank:            Bank of America, N.A.
                    Mail Code CA6-503-0521
                    5 Park Plaza, Suite 500
                    Irvine, CA 92614-8525
                    Attn:  Judy L. Acord

To Borrower:        Nexus Canyon Park LLC,
                    a California limited liability company
                    4350 La Jolla Village Dr., #930
                    San Diego, CA 92122
                    Attn: Michael J. Reidy

To Tenant:          Northwest Biotherapeutics, Inc.
                    21720 23rd Drive S.E.
                    Bothell, WA 98125
                    Attn:  Chief Executive Officer

14. Attorneys' Fees. If any lawsuit, judicial reference or arbitration is commenced which arises out of or relates to this Agreement, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees, including the costs for any legal services by in-house counsel, in addition to costs and expenses otherwise allowed by law.

15. Miscellaneous Provisions. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. This Agreement is governed by the laws of the State of Washington without regard to the choice of law rules of that State. This Agreement satisfies any condition or requirement in the Lease relating to the granting of a nondisturbance agreement by Bank. As used herein, the word "include(s)" means "include(s) without limitation," and the word "including" means "including but not limited to." Any party may record this Agreement.

16. Arbitration; Judicial Reference. Bank and Borrower have agreed in the Loan Agreement that any dispute shall be resolved by arbitration or judicial reference. Therefore any controversy or claim between or among the parties hereto (including Tenant) which arises out of or relates to this Agreement, including any claim based on or arising from an alleged tort, shall also be determined by arbitration or judicial reference as set forth below.

(a) Mandatory Arbitration. After the Bank's Deed of Trust has been released, fully-reconveyed or extinguished, any controversy or claim between or among

the parties, including those arising out of or relating to this Agreement or any claim based on or arising from an alleged tort, shall at the request of any party be determined by arbitration. The arbitration shall be conducted in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this Agreement, and under the Commercial Rules of the AAA. The arbitrator(s) shall give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable shall be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(b) Real Property Collateral. Notwithstanding the provisions of Subsection (b), no controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, any obligation of Borrower to Bank is secured by real property collateral. If all parties do not consent to submission of such a controversy or claim to arbitration, the controversy or claim shall be determined by judicial reference as provided in Subsection (a).

(c) Provisional Remedies, Self-Help and Foreclosure. No provision of this Section shall limit the right of any party to this Agreement to exercise self-help remedies such as setoff, foreclosure against or sale of any real or personal property collateral or security, or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration or other proceeding. The exercise of a remedy does not waive the right of a party to resort to arbitration or reference. At Bank's option, foreclosure under a deed of trust or mortgage may be accomplished either by exercise of power of sale under the deed of trust or mortgage or by judicial foreclosure.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

TENANT:        NORTHWEST BIOTHERAPEUTICS,
               INC., a Delaware corporation


               By:
                  -------------------------------------
               Name:
                    -----------------------------------
               Title:
                     ----------------------------------

BORROWER:      NEXUS CANYON PARK LLC,
               a California limited liability company

               By:    Nexus Properties, Inc.
                      a California corporation
               Its:   Manager


               By:
                  -------------------------------------
               Name:  Michael J. Reidy
               Title: Chief Executive Officer

BANK:          BANK OF AMERICA, N.A.
               a national banking association


               By:
                  -------------------------------------
               Name:
                    -----------------------------------
               Title:
                     ----------------------------------

EXHIBIT A
PROPERTY DESCRIPTION

LEGAL DESCRIPTION:

PARCEL A:

TRACT 21-B OF CANYON PARK BUSINESS CENTER BINDING SITE PLAN RECORDED UNDER AUDITOR'S FILE NUMBER 9708195005, RECORDS OF SNOHOMISH COUNTY, WASHINGTON, BEING A PORTION OF THE NORTHWEST QUARTER OF SECTION 29, TOWNSHIP 27 NORTH, RANGE 5
EAST, W.M.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR ROAD SHOULDER AND DRAINAGE, SLOPE AND UTILITIES BEING A PORTION OF TRACT 22 BINDING SITE PLAN RECORDED UNDER AUDITOR'S FILE NUMBER 8706245002, AS ESTABLISHED BY DOCUMENT RECORDED UNDER AUDITOR'S FILE NUMBER 8710290047.

PARCEL C:

A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND UTILITIES OVER, UNDER AND ACROSS A PORTION OF TRACT 21A OF BINDING SITE PLAN RECORDED UNDER AUDITOR'S FILE NUMBER 8708195005, AS ESTABLISHED BY DOCUMENT RECORDED UNDER AUDITOR'S FILE NUMBER 9708190475.

PARCEL D:

NON-EXCLUSIVE EASEMENTS AS ESTABLISHED BY EASEMENT PROVISIONS IN PARAGRAPHS 1 THROUGH 4 OF BINDING SITE PLAN RECORDED UNDER AUDITOR'S FILE NUMBER 9708195005 ON VARIOUS PORTIONS OF TRACT 21A OF SAID BINDING. SITE PLAN FOR 1) INGRESS, EGRESS AND UTILITIES; 2) UTILITIES AND STORM DRAINAGE SYSTEM; 3) INGRESS, EGRESS AND UTILITIES; AND 4) SIGNAGE, RESPECTIVELY.

PARCEL E:

A NON-EXCLUSIVE EASEMENT AS ESTABLISHED BY INSTRUMENT RECORDED UNDER AUDITOR'S FILE NUMBER 8808170390, BEING A PORTION

OF SECTIONS 29 AND 30, IN TOWNSHIP 27 NORTH, RANGE 5 EAST, W.M., DESCRIBED AS FOLLOWS:

THOSE ROADWAY PARCELS SHOWN ON SURVEYS OF BINDING SITE PLANS RECORDED UNDER AUDITOR'S FILE NUMBERS 8505105032, 8510235001, 8512035006, 8708035001 AND 8706245002 AS:

214TH STREET S.E., 220TH STREET S.E., 222ND STREET S.E., 224TH STREET S.E., 17TH AVENUE S.E., 20TH AVENUE S.E., 23RD DRIVE S.E.,

EXCEPT THAT PORTION OF 23RD DRIVE S.E. AS SHOWN ON SURVEY UNDER AUDITOR'S FILE NUMBER 8510235001 THAT NOW LIES WITHIN TRACT 18 OF SURVEY UNDER AUDITOR'S FILE NUMBER 870803500 1.

PARCEL F:

A NON-EXCLUSIVE EASEMENT FOR RIGHT OF WAY ACCESS, INGRESS AND EGRESS OVER AND ACROSS THAT CERTAIN EASEMENT AREA BEING A PORTION OF TRACT 22 OF BINDING SITE'PLAN RECORDED UNDER AUDITOR'S FILE NUMBER 8706245002, AS DESCRIBED IN EXHIBIT "C" OF THAT CERTAIN DOCUMENT RECORDED UNDER AUDITOR'S FILE NUMBER 8710290048, RECORDS SNOHOMISH COUNTY, WASHINGTON.

SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON.

EXHIBIT B
IDENTIFY LEASE AND LIST ALL AMENDMENTS,
SUPPLEMENTS, SIDE LETTERS AND OTHER AGREEMENTS
AND MEMORANDA PERTAINING TO LEASE, PREMISES OR PROPERTY

Lease By and Between Nexus Canyon Park LLC and Northwest Biotherapeutics, Inc. dated October 22, 1999.

Warrant Letter dated October 22, 1999, by Northwest Biotheraputics, Inc.

ACKNOWLEDGMENT

STATE OF CALIFORNIA )

)

COUNTY OF _________________ )

On ________________________before me, (***INSERT NAME. OF NOTARY PUBLIC OR NAME AND TITLE OF OTHER NOTARIZING
OFFICER***)_________________________________________________ [, a Notary Public in and for the State of California,] personally appeared (***INSERT NAME(S) OF PERSON(S) SIGNING THE DOCUMENT***) _______________________________ [and ___________________________________], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person[s] whose name[s] [is/are] subscribed to the within instrument and acknowledged to me that [he/she/they] executed the same in [his/her/their authorized [capacity/capacities], and that by [his/her/their] signature[s] on the instrument the person[s], or the entity upon behalf of which the person[s] acted, executed the instrument.

WITNESS my hand and official seal.

STATE OF CALIFORNIA         )
                            )
COUNTY OF _________________ )

       On _____________________________ before me, (***INSERT NAME OF NOTARY
PUBLIC OR NAME AND TITLE OF OTHER NOTARIZING OFFICER***)

________________________________________________________ [, a Notary Public in and for the State of California,] personally appeared (***INSERT NAME(S) OF PERSON(S) SIGNING THE DOCUMENT***)__________________________ [and _______________________________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person[s] whose name[s]
[is/are] subscribed to, the within instrument and acknowledged to me that
[he/she/they] executed the same in [his/her/their] authorized
[capacity/capacities], and that by [his/her/their] signature[s] on the instrument the person[s], or the entity upon behalf of which the person[s] acted, executed the instrument.

WITNESS my hand and official seal.

State of Washington )
) ss.
County of _______________ )

I certify that I know or have satisfactory evidence that ______________________ is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledge it as the __________________ of ___________________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

NOTARY PUBLIC for the State of Washington, residing at ________________

My appointment expires:_________________

State of Washington )
) ss.
County of _______________ )

I certify that I know or have satisfactory evidence that ______________________ is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledge it as the __________________ of ___________________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

NOTARY PUBLIC for the State of Washington, residing at ________________

My appointment expires:_________________

EXHIBIT 10.8

SUBLEASE AGREEMENT

BETWEEN

NORTHWEST BIOTHERAPEUTICS, INC.

AND

NORTHWEST HOSPITAL DEPARTMENT

OF MOLECULAR MEDICINE

EFFECTIVE DATE: SEPTEMBER 1, 2000

CONTENTS

                                                                                          Page
                                                                                          ----
1.      Sublease.............................................................................4

2.      Effective Date; Term.................................................................4

        2.1    Effective Date................................................................4
        2.2    Term..........................................................................4

3.      Rent.................................................................................5

        3.1    Rent Payments.................................................................5
        3.2    Operating Costs...............................................................5

4.      Use and Occupancy....................................................................6

        4.1    Use...........................................................................6
        4.2    Compliance with Master Lease..................................................6

5.      Master Lease and Sublease Terms......................................................7

6.      Termination of Master Lease..........................................................9

7.      Indemnity............................................................................9

8.      Risk of Loss.........................................................................9

9.      Consents.............................................................................9

10.     Attorney's Fees.....................................................................10

12.     Alterations and Repairs.............................................................10

        12.1   Generally....................................................................10
        12.2   Sublandlord's Consent and Conditions.........................................10
        12.3   No Liens.....................................................................11

13.     Parking.............................................................................11

14.     Security Deposit....................................................................11

15.     Notices.............................................................................11

16.     Complete Agreement..................................................................12

17.     Interpretation......................................................................12

18.     Counterparts........................................................................13

19.     Laboratory Benches..................................................................13

20.     Brokers.............................................................................13

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (hereinafter referred to as "Sublease"), entered into as of September 1, 2000, is made by and between NORTHWEST BIOTHERAPEUTICS, INC. ("Sublandlord"), and NORTHWEST HOSPITAL DEPARTMENT OF MOLECULAR MEDICINE ("Subtenant"), with reference to the following facts:

A. Pursuant to that certain Lease dated October 22, 1999 (the "Master Lease"), Nexus Canyon Park LLC ("Landlord"), as Landlord, leased to Sublandlord, as tenant, certain space consisting of approximately 38,776 square feet of Rentable Area (the "Master Lease Premises") in the building located at 21720--23rd Drive S.E., Bothell, Washington, on real property legally described as Tract 21-B of Canyon Park Business Center Building Site Plan recorded under Recording No. 9708195005, records of Snohomish County being a portion of Northwest Quarter of Section 29, Township 27 North, Range 5 East W.M. (the "Building").

B. Subtenant wishes to sublease from Sublandlord, and Sublandlord wishes to sublease to Subtenant, up to approximately 10,000 square feet of Rentable Area in the Building, as shown on the floor plan attached as EXHIBIT A (the "Initial Subleased Premises"), which Rentable Area is subject to monthly adjustment by mutual consent of the parties.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties, Sublandlord and Subtenant hereby agree as follows:

1. SUBLEASE

Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord for the term, at the rental, and upon all of the conditions set forth herein, the Subleased Premises.

2. EFFECTIVE DATE; TERM

2.1 EFFECTIVE DATE

Notwithstanding the actual date of execution of this Sublease, Sublandlord and Subtenant agree that this Sublease shall be considered and interpreted as being in full force and effect as of September 1, 2000 (the "Effective Date").

2.2 TERM

The term of this Sublease ("Term") commenced on September 1, 2000 (the "Commencement Date") and shall end on August 31, 2003 (the "Expiration Date"), unless sooner terminated pursuant to any provision hereof, and will continue on a month-to-month basis upon the mutual consent of the parties.

3. RENT

3.1 RENT PAYMENTS

From and after the Commencement Date Subtenant shall pay to Sublandlord as Basic Monthly Rent for the Subleased Premises during the Term an amount equal to $2.283 per square foot per month for the mutually agreed upon space. This beginning on September 1, 2001, the Basic Monthly Rent shall be increased by 3.5% annually such that the Basic Monthly Rent will be $2.362 per square foot leased per month at the beginning of the second year of the term, and $2.445 per square foot per month at the beginning of the third year of the term.

Basic Monthly Rent shall be paid in advance on the first day of each and every calendar month during the Term of this Sublease. All Rent (hereinafter defined) shall be payable in lawful money of the United States, by regular bank check of Subtenant, to Sublandlord at the address stated herein or to such other persons or at such other places as Sublandlord may designate in writing.

3.2 OPERATING COSTS

(a) DEFINITIONS

For purposes of this Sublease and in addition to the terms defined elsewhere in this Sublease, the following terms shall have the meanings set forth below:

(i) "Additional Rent" shall mean the sums payable pursuant to Section 3.2(b) of this Sublease.

(ii) "Operating Costs" shall mean Operating Expenses (as defined in the Master Lease) charged by Landlord to Sublandlord pursuant to the Master Lease.

(iii) "Other Costs" shall mean certain other costs and expenses incurred by Sublandlord which arise from its occupation of the Master Lease Premises, including without limitation, Sublandlord's separately metered utilities and janitorial expenses, but excluding any costs which are for the sole benefit of Sublandlord.

(iv) "Rent" shall mean, collectively, Basic Annual Rent, Additional Rent, and all other sums payable by Subtenant to Sublandlord under this Sublease, whether or not expressly designated as "rent," all of which are deemed and designated as rent pursuant to the terms of this Sublease.

(v) "Subtenant's Percentage Share" shall mean the Subtenant's monthly pro-rata share, defined as the percentage expressed by dividing the area of the monthly mutually agreed upon space by the total Rentable Area of the Facility, 38,776, (e.g., 10,000 divided by 38,776 = 25.79%).

(b) Commencing as of the Commencement Date, in addition to the Basic Annual Rent payable pursuant to Section 3.1 above, Subtenant, as Additional Rent, shall pay (i) Subtenant's Percentage Share of the amount of Operating Costs which are payable by Sublandlord to Landlord, and (ii) Subtenant's Percentage Share of the Other Costs incurred by Sublandlord. Sublandlord shall give Subtenant written notice of Sublandlord's estimate of the

amount of Additional Rent per month payable pursuant to this Section 3.2(b) for each calendar year promptly following the Sublandlord's receipt of Landlord's estimate of the Operating Costs payable under the Master Lease.

(c) For partial calendar months during the term of this Sublease, the amount of Additional Rent payable pursuant to this Section that is applicable to that partial calendar month shall be prorated based on the ratio of the number of days of such partial calendar month falling during the term of this Sublease to 30. The expiration or earlier termination of this Sublease shall not affect the obligations of Sublandlord and Subtenant pursuant to
Section 3.2(b), and such obligations shall survive, remain to be performed after, any expiration or earlier termination of this Sublease.

4. USE AND OCCUPANCY

4.1 USE

Subject to the terms and conditions of Section 10 of the Master Lease, the Subleased Premises shall be used and occupied only for purposes involving medical research and development, general office use and support space by Subtenant, Subtenant's employees and visitors and for no other use or purpose. Subtenant shall be granted exclusive possession to mutually agreed upon portions of the mutually agreed upon Subleased space, and Sublandlord and Subtenant shall share possession of mutually agreed upon portions of the mutually agreed upon Subleased space. Each party has the right to access and use the space under the exclusive control of the other party, provided, however, that Sublandlord may deny access and use of any portion of its space in its sole discretion. Notwithstanding the foregoing, Sublandlord may not deny access and use by Subtenant to the Common Areas, including without limitation, the hallways, bathrooms, elevators, janitorial closets, stairwells and other general purpose building support space.

4.2 COMPLIANCE WITH MASTER LEASE

(a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, including, without limitation, surrendering possession of the Subleased Premises to Sublandlord no later than the expiration or termination date of the Sublease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including, but not limited to, reasonable attorney's fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay to Landlord arising out of a request by Subtenant for additional Building services from Landlord

(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord.

5. MASTER LEASE AND SUBLEASE TERMS

5.1 Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and conditions of the Master Lease.

5.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease.

5.3 The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word "Landlord" is used it shall be deemed to mean the Sublandlord herein and wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant herein. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection and any right of Landlord under the Master Lease

to do work in the Master Lease Premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease.

5.4 For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications:

(a) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord.

(b) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory.

(c) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain.

(d) In all provisions of the Master Lease requiring Tenant to designate Landlord as an additional or named insured on its insurance policy, Subtenant shall be required to so designate Landlord and Sublandlord on its insurance policy and in the appropriate amounts and under the terms and conditions required wider the Master Lease.

5.5 Notwithstanding the terms of Section 5.3 above, Subtenant shall have no rights nor obligations under the following parts, Sections and Exhibits of the Master Lease: 3, 4, 9, 11, 40, 4 1, Exhibit C and Exhibit D.

5.6 During the Term and for all periods subsequent thereto with respect to obligations which have arisen prior to the termination of this Sublease, Subtenant agrees to perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord under the Master Lease which pertain to the Subleased Premises and/or this Sublease, except for those provisions of the Mister Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease.

5.7 Capitalized terms not defined herein shall have the same meaning ascribed to them in the Master Lease.

6. TERMINATION OF MASTER LEASE

If for any reason the term of the Master Lease shall terminate prior to the scheduled Expiration Date of this Sublease, this Sublease shall thereupon be terminated and Sublandlord shall not be liable to Subtenant by reason thereof unless (i) Subtenant shall not then be in default

hereunder beyond any applicable notice and cure period and (ii) such termination shall have been effected because of the breach or default of Sublandlord under the Master Lease.

7. INDEMNITY

Subtenant shall indemnify, defend and hold harmless Sublandlord from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorney's' fees and disbursements, which Sublandlord may incur or pay out (including, without limitation, to the Landlord under the Master Lease) by reason of (i) any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises (unless the same shall have been caused by Sublandlord's negligence or wrongful act or the negligence or wrongful act of the Landlord under the Master Lease), (ii) any breach or default hereunder on Subtenant's part, (iii) the successful enforcement of Sublandlord's rights under this Section or any other Section of this Sublease,
(iv) any work done after the date hereof in or to the Subleased Premises except if done by Sublandlord or the Landlord under the Master Lease, or (v) any act, omission or negligence on the part of Subtenant and/or its officers, partners, employees, agents, customers and/or invitees, or any person claiming through or under Subtenant.

8. RISK OF LOSS

Sublandlord shall not be liable for personal injury or property damage to Subtenant, its officers, agents, employees, invitees, guests, licensees or any other person in the Subleased Premises, regardless of how such injury or damage may be caused. Any property of Subtenant kept or stored in the Subleased Premises shall be kept or stored at the sole risk of Subtenant. Subtenant shall hold Sublandlord harmless from any claims arising out of any personal injury or property damage occurring in the Subleased Premises, including subrogation claims by Subtenant's insurance carrier(s).

9. CONSENTS

In any instance when Sublandlord's consent or approval is required under this Sublease, Sublandlord's refusal to consent to or approve any matter or thing shall be deemed reasonable if, among other matters, such consent or approval is required under the provisions of the Master Lease incorporated herein by reference but has not been obtained from Landlord. Except as otherwise provided herein, Sublandlord shall not unreasonably withhold, or delay its consent to or approval of a matter if such consent or approval is required under the provisions of the Master Lease and Landlord has consented to or approved of such matter. If Subtenant shall seek the approval by or consent of Sublandlord and Sublandlord shall fail or refuse to give such consent or approval, Subtenant shall not be entitled to any damages for any withholding or delay of such approval or consent by Sublandlord, it being agreed that Subtenant's sole remedy in connection with an alleged wrongful refusal or failure to approve or consent shall be an action for injunction or specific performance and that said remedy of an action for injunction or specific performance shall be available only in those cases where Sublandlord shall have expressly agreed in this Sublease not to unreasonably withhold or delay its consent.

10. ATTORNEY'S FEES

If Sublandlord, Subtenant or Landlord brings an action to enforce the terms hereof or to declare rights hereunder, the prevailing party who recovers substantially all of the damages, equitable relief or other remedy sought in any such action on trial and appeal shall be entitled to its reasonable attorney's fees to be paid by the losing party as fixed by the Court.

12. ALTERATIONS AND REPAIRS

12.1 GENERALLY

Sublandlord shall deliver, and Subtenant shall accept, possession of the Subleased Premises in their "AS IS" condition as the Subleased Premises exists on the date hereof.

Sublandlord shall have no obligation to furnish, render or supply any work, labor, services, materials, furniture, fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Subtenant's occupancy. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations and inspections of the Subleased Premises and the Common Areas of the Building. Subtenant acknowledges that it is not authorized to make or do any alterations or improvements in or to the Subleased Premises except as permitted by the provisions of this Sublease and the Master Lease and that upon termination of this Sublease, Subtenant shall deliver the Subleased Premises to Sublandlord in the same condition as the Subleased Premises were at the commencement of the Term hereof, reasonable wear and tear excepted.

12.2 SUBLANDLORD'S CONSENT AND CONDITIONS

Subtenant shall not make any major tenant improvements or alterations to the Subleased Premises except with Sublandlord's prior written consent, which may be granted, conditioned or withheld in Sublandlord's sole discretion. "Major tenant improvements or alterations" means any activity or series of related activities with an aggregate cost of more than $2,000.00. If Sublandlord grants its consent, then all alterations and improvements shall be made in compliance with the terms and conditions of the Master Lease (the "Work"). Notwithstanding the foregoing, nothing in this Section 11.2 shall prejudice Landlord's rights, if any, to require removal of the Work, and if the Landlord does require such removal then Subtenant shall remove such improvements and alterations at Subtenant's expense.

Subtenant shall pay for the cost of all Work. All Work is subject to the terms of this Sublease and the Master Lease, and may become the property of Landlord, or Landlord may require that the Work be removed, at Subtenant's sole cost and expense, at the termination of this Sublease.

12.3 NO LIENS

Subtenant has no authority to cause or permit any lien or encumbrance of any kind to affect the Building, the Master Lease Premises or the Subleased Premises. If Subtenant causes a construction lien to be filed or a claim for work or materials furnished to Subtenant is made, and such lien or claim is not discharged by Subtenant within fifteen (15) days, then Sublandlord may discharge the lien or claim, and the amount paid, as well as attorney's fees and other expenses incurred by Sublandlord, shall become an Additional Rent payable by Subtenant on demand.

13. PARKING

During the Term hereof Subtenant and its employees shall be permitted the nonexclusive use of Subtenant's pro-rata share of parking, defined as the number of parking spaces allotted to Sublandlord under the Master Lease multiplied by the mutually agreed upon monthly "Subtenant's Percentage Share" percentage from Section 3.2 above, rounded to the nearest whole number (e.g., 91
x 25.79% = 23).

14. SECURITY DEPOSIT

Subtenant has paid to Sublandlord upon the execution of this Sublease, and as part of the consideration for its execution, the sum of Fifty Thousand Dollars ($50,000.00), which Sublandlord shall hold as security for Subtenant's full and timely performance of all Subtenant's obligations under this Sublease (the "Security Deposit"). Interest earned on the invested security deposit is to be paid to Subtenant on a monthly basis. The Security Deposit is not an advance payment of Rent or a measure of Subtenant's liability for damages. Sublandlord may, from time to time, without prejudice to any other remedy, use all or a portion of the Security Deposit to satisfy past due Rent or to cure any uncured default by Subtenant. If Sublandlord uses the Security Deposit, Subtenant shall on demand restore the Security Deposit to its original amount. Sublandlord shall return any unapplied portion of the Security Deposit to Subtenant within thirty
(30) days after the later to occur: (1) the determination of Subtenant's Additional Rent for the final year of the Term, (2) the date Subtenant surrenders possession of the Premises to Sublandlord in accordance with this Sublease, or (3) the Expiration Date. If Landlord transfers its interest in the Premises, Sublandlord may assign the Security Deposit to the transferee and, following the assignment, Sublandlord shall have no further liability for the return of the Security Deposit. Sublandlord shall not be required to keep the Security Deposit separate from its other accounts.

15. NOTICES

Any notice by either party to the other required, permitted or provided for herein shall be valid only if in writing and shall be deemed to be duly given only if (a) delivered personally, or (b) sent by means of Federal Express, UPS Next Day Air or another reputable express mail delivery service guaranteeing next day delivery, or (c) sent by United States Certified or registered mail, return receipt requested, addressed (i) if to Sublandlord, at the following address:

Northwest Biotherapeutics, Inc. 21730 23rd Drive S.E.

Bothell, Washington 98021

Attn: Chief Executive Officer

and (ii) if to Subtenant, at the following address:

or at such other address for either party as that party may designate by notice to the other. A notice shall be deemed given and effective, if delivered personally, upon hand delivery thereof (unless such delivery takes place after hours or on a holiday or weekend, in which event the notice shall be deemed given on the next succeeding business day), if sent via overnight courier, on the business day next succeeding delivery to the courier, and if mailed by United States certified or registered mail, three (3) business days following such mailing in accordance with this Section.

16. COMPLETE AGREEMENT

There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the parties or their representatives relating to the subject matter of this Sublease which are not fully expressed in this Sublease. This Sublease cannot be changed or terminated nor may any of its provisions be waived orally or in any manner other than by a written agreement executed by both parties.

17. INTERPRETATION

This Sublease shall be governed by and construed in accordance with the laws of the State of Washington. If any provision of this Sublease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The table of contents, captions, headings and titles, if any, in this Sublease are solely for convenience of reference and shall not affect its interpretation. This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease or any part thereof to be drafted. If any words or phrases in this Sublease shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Sublease shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. Each covenant, agreement, obligation or other provision of this Sublease shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making same, not dependent on any other provision of this Sublease unless otherwise expressly provided. All terms and words used in this Sublease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. The word "person" as used in this Sublease shall mean a natural person or persons, a partnership, a corporation or any other form of business or legal association or entity.

18. COUNTERPARTS

This Sublease may be executed in separate counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. This Sublease shall be fully executed when each party whose signature is required has signed and delivered to each of the parties at least one counterpart, even though no single counterpart contains the signatures of all parties hereto.

19. LABORATORY BENCHES

As additional consideration for entering into this Sublease, Subtenant agrees to:

1) sell, at equivalent replacement value, its interest in the nine (9) built-in laboratory benches upon expiration or sooner termination of this sublease or,

2) Subtenant may have them removed in a timely fashion at Subtenant expense.

20. BROKERS

Sublandlord and Subtenant represent and warrant to the other that it has not engaged any broker, finder or other person who would be entitled to any commission or fee in respect to the negotiation, execution or delivery of this Sublease, and Sublandlord and Subtenant shall each indemnify and hold harmless the other party against any loss, cost, liability or expense incurred by the other party, including without limitation, reasonable attorney's fees, as a result of any claim asserted by any broker,, finder or other person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of the indemnitor.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease as of the day and year first above written.

SUBLANDLORD:

NORTHWEST BIOTHERAPEUTICS, INC.

By ___________________________________
Name: _____________________________
Title: ____________________________

SUBTENANT:

NORTHWEST HOSPITAL DEPARTMENT OF
MOLECULAR MEDICINE

By ___________________________________
Name: _____________________________
Title: ____________________________

STATE OF WASHINGTON )

) ss.

COUNTY OF __________)

On this ___ day of _______________, 200__, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _______________________________, to me known to be the person who signed as ________________________ of NORTHWEST BIOTHERAPEUTICS, INC. , a ____________ corporation, the company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said company for the uses and purposes therein mentioned, and on oath stated that __________ was duly elected, qualified and acting as said officer of the company, that _________ was authorized to execute said instrument.

IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written.

NOTARY PUBLIC for the State of
Washington, residing at ______________
My appointment expires: ______________

STATE OF WASHINGTON )

) ss.

COUNTY OF __________)

On this ___ day of _______________, 200__, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _______________________________, to me known to be the person who signed as _____________________ of NORTHWEST HOSPITAL DEPARTMENT OF MOLECULAR MEDICINE, a ________________, the __________________ that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said ________________ for the uses and purposes therein mentioned, and on oath stated that __________ was duly elected, qualified and acting as said officer of the _____________, that _________ was authorized to execute said instrument.

IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written.

NOTARY PUBLIC for the State of
Washington, residing at ______________
My appointment expires: ______________

EXHIBIT A

SUBLEASED PREMISES

[SEE ATTACHED]

EXHIBIT B

SHARED SPACE

[SEE ATTACHED]

EXHIBIT 10.9

LOAN AGREEMENT

THIS LOAN AGREEMENT (the "Agreement") is made as of April 24, 2001 by and between Northwest Biotherapeutics, Inc., a Delaware corporation (the "Company"), and Holmes Harbor Company, Inc., a Washington corporation (the "Investor").

A. Investor loaned the Company $1,650,000 pursuant to that certain promissory note dated July 11, 2000 ("Original Loan").

B. Company and Investor desire to restructure the Original Loan upon the terms and subject to the conditions set forth in this Agreement.

1. The Restructure; Closing.

1.1 The Restructure. On the Closing Date (as defined in Section 1.2 below) the Company agrees to fully repay the Original Loan by (i) making a payment to Investor of cash in the amount of $825,000, plus all accrued and unpaid interest on the Original Loan on or before May 15, 2001 ("Repayment Date"); (ii) issuing to Investor, a convertible promissory note evidencing the Company's remaining debt obligation in the amount of $825,000 substantially in the form attached hereto as Exhibit A, (the "Note") on the Repayment Date; (iii) delivering to Investor an executed security agreement in substantially the form attached hereto as Exhibit B (the "Security Agreement"); and (iv) issuing to Investor a warrant to purchase up to 50,000 shares of the Company's Series D Preferred Stock in substantially the form attached hereto as Exhibit C (the "Warrant").

1.2 Place and Date of Closing. The closing of the transactions provided for herein (the "Closing") will be held at the offices of Lane Powell Spears Lubersky LLP, 1420 Fifth Avenue, Suite 4100, Seattle, Washington 98101 at 2:00 p.m. on April 24, 2001 or at such other time and place as the parties shall mutually agree (the "Closing Date").

1.3 Delivery. At the Closing, (a) the Company will deliver to Lane Powell Spears Lubersky LPP ("Escrow Agent"), to hold as escrow agent the Note, the Security Agreement and the Warrant, which Escrow Agent will deliver to Investor on the Repayment Date, and (b) Investor will deliver to Escrow Agent, for cancellation, the promissory note and security agreement related to the Original Loan, which Escrow Agent will hold until Investor has received the payment referred to in subsection 1.1(i) above at which time such promissory note and security agreement shall terminate and be of no further force and effect.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to Investor as follows:

2.1 Organization and Standing. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power to own and operate

its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted.

2.2 Corporate Power. The Company will have at the Closing, all requisite legal and corporate power to execute and deliver this Agreement, to carry out and perform its obligations under the terms of this Agreement.

2.3 Authorization. The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action, and constitutes the valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights.

3. Representations and Warranties of the Investor and Restrictions on Transfer Imposed by the Securities Act of 1933.

3.1 Representations and Warranties of Investor. Investor represents and warrants to the Company as of the Closing Date:

(a) All action on the part of Investor for the authorization, execution, delivery and performance by Investor of this Agreement has been taken, and this Agreement constitutes a valid and binding obligation of Investor, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors' rights.

(b) Investor is acquiring the Note, Warrant and any shares of Maker's stock issued pursuant to the conversion of the Note or exercise of the Warrant (collectively the "Securities") for investment for its own account and not with a view to, or for resale in connection with, any distribution. Investor understands that the Securities to be acquired have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

(c) Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Investor is aware of the provisions of Rule 144 promulgated under the Act, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, in case the Investor has held the securities for less than two years or is an affiliate of the Company, among other things: the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the securities to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker," and the number of shares being sold during any three-month period not exceeding specified limitations.

3.2 Legends. Each certificate representing any (equity) Securities shall be endorsed with a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENT OF SAID ACT.

The Company need not record a transfer of Securities, unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to record the transfer of any of the Securities unless the conditions specified in the foregoing legends are satisfied.

4. Defaults and Remedies.

4.1 Events of Default. The following events shall be considered Events of Default with respect to the Note:

(a) The Company shall default in the payment of any part of the principal or accrued interest on any Note for more than thirty (30) days after the same shall become due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise;

(b) The Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company, or of all or any substantial part of the properties of the Company, or the Company or its respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Company; or

(c) Within thirty (30) days after the commencement of any proceeding against the Company seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or, within thirty (30) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated.

4.2 Remedies. Upon the occurrence of an Event of Default under
Section 4.1 hereof, at the option and upon the declaration of the holder of the Note, (i) the entire unpaid principal and accrued interest on the Note held by such holder shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under such Note and exercise any and all other remedies granted to it at law, in equity, or otherwise.

5. Miscellaneous. Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.

5.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Washington as such laws are applied to agreements between Washington residents entered into and to be performed entirely within Washington.

5.2 Survival. The representations, warranties, covenants and agreements made herein shall survive for a period of three years following the Closing Date.

5.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

5.4 Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

5.5 Severability of this Agreement. In case any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

5.6 Titles and Subtitles. The titles of the Sections and Subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.7 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Investor, upon any breach or default of the Company under this Agreement or the Notes, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Investor of any breach or default under this Agreement, or any waiver by the Investor of any provisions or conditions of this Agreement must be in writing and shall be effective only to the

extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Investor, shall be cumulative and not alternative.

5.8 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by facsimile transmission, overnight express delivery with a reputable express delivery service, by hand or by messenger, addressed:

(a) if to Investor, to:

Holmes Harbor Company, Inc. 4640 - 95th Avenue SE
Bellevue, Washington 98004-1301 Attn: President
Fax: (425) 450-0793

or at such other address as Investor shall have furnished to the Company, with a copy to:

(b) if to the Company, to:

Northwest Biotherapeutics, Inc. 21720 - 23rd Drive SE, Suite 100 Bothell, WA 98021
Attn: President
Fax: (425) 608-3146

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given: when received, if delivered personally; if sent by facsimile, the first business day after the date of confirmation that the facsimile has been successfully transmitted to the facsimile number for the party notified; if sent by express mail, the first business day following delivery with such service; or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid.

5.9 Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties have caused this Loan Agreement to be duly executed and delivered as of the day and year first written above.

THE "COMPANY":                          NORTHWEST BIOTHERAPEUTICS, INC.


                                        By:
                                           -------------------------------------
                                           Daniel O. Wilds, President




THE "INVESTOR":                         HOLMES HARBOR COMPANY, INC.


                                        By:
                                           -------------------------------------
                                           Robert M. Trimble, President

SIGNATURE PAGE TO LOAN AGREEMENT

EXHIBIT A

CONVERTIBLE PROMISSORY NOTE

$825,000.00 Bothell, Washington April ___, 2001

FOR VALUE RECEIVED, NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation ("Maker"), promises to pay HOLMES HARBOR COMPANY, INC., a Washington corporation ("HHC"), the principal sum of Eight Hundred Twenty-Five Thousand and 00/100ths Dollars ($825,000.00), with interest on the unpaid principal balance from the date of this Note, until paid, at the rate of thirteen percent (13%) per annum. Principal and interest shall be payable at such place as HHC may designate from time to time in writing, in quarterly installments of $121,603.36 each, beginning on September 30, 2001, and payment in full shall be on June 30, 2003 ("Maturity Date"). Maker may prepay any portion of this Note at any time without any penalty.

In the event of any failure to pay any payment required hereunder when due, or any default hereunder, the entire balance, principal and interest, shall bear interest at the annual rate of eighteen percent (18%), and shall at once become due and payable at the option of HHC. HHC may exercise this option to accelerate during any default by Maker regardless of any prior forbearance. If suit is brought to collect this Note, HHC shall be entitled to collect all reasonable costs and expenses of suit, including, but not limited to, reasonable attorneys' fees. Maker may prepay the principal amount outstanding in whole or in part at any time without penalty.

Notwithstanding any other provision of this Note to the contrary, all obligations hereunder shall be accelerated and this Note shall be payable in full in any of the following events:

1. On the sale of all or substantially all of Maker's assets;

2. On the sale of Maker's issued and outstanding securities which represent more than fifty percent (50%) of the voting rights of all of Maker's securities; or

3. The initial public offering of Maker's shares of common stock pursuant to a registration statement filed with the Securities and Exchange Commission.

At HHC's election, the then principal amount of and accrued interest on this Note shall be converted into shares of the Company's Series D Preferred Stock. The number of shares of stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the then outstanding principal amount of this Note plus accrued interest by (ii) $5.00, rounded to the nearest whole share.

No fractional shares of the Company's stock will be issued upon conversion of this Note. In lieu of any fractional share to which HHC would otherwise be entitled, the Maker will pay to HHC cash in the amount of the unconverted principal and accrued interest of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note, HHC shall surrender this Note, duly endorsed, at the principal offices of the Maker or any transfer agent of the Maker. At its expense, the Maker will, as soon as practicable thereafter, issue and deliver to HHC a certificate or certificates for the number of shares to which HHC is entitled upon such conversion, together with any other securities and property to which HHC is entitled upon such conversion under the terms of this Note, including a check payable to HHC for any cash amounts payable as described herein. Upon conversion of this Note, the Maker will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.

Presentment, notice of dishonor, and protest are hereby waived.

Any notice of Maker provided for in this Note shall be given by mailing such notice by certified mail addressed to Maker at such address as Maker may designate by notice to HHC. Any notice to HHC shall be given by mailing such notice by certified mail, return receipt requested, to HHC at such address as may have been designated by notice to Maker.

The indebtedness evidenced by this Note is secured by a Security Agreement of even date.

[Remainder of page left intentionally blank]

NORTHWEST BIOTHERAPEUTICS, INC.

SIGNATURE PAGE OF PROMISSORY NOTE

EXHIBIT B

SECURITY AGREEMENT

This Security Agreement is entered into effective April 24, 2001, between Northwest Biotherapeutics, Inc., a Delaware corporation ("Debtor") and Holmes Harbor Company, Inc., a Washington corporation ("Secured Party").

1. GRANT OF SECURITY INTEREST. Debtor hereby grants, assigns, transfers, pledges and conveys to Secured Party and its successors and assigns, a first priority security interest in all of Debtor's rights, title and interest in, to and under all of Debtor's assets wherever located, including without limitation:
(a) all existing and future accounts, contracts and contract rights, including all accounts receivable, bank accounts, partnership and joint venture interests and rights to distributions in connection therewith, rights under all invoices and purchase orders and other documents representing payments for goods sold and services rendered, and moneys due or to become due or payable or to become payable in connection with any such accounts, contracts, or contract rights; (b) all general intangibles, all other trade names, customer lists, trademarks and trademark applications, business names, fictitious business names, service marks, logos, labels, other source of business identifiers, prints and labels on which any of the foregoing have appeared, designs and general intangibles of like nature, patents and patent applications, including: (i) USPO No. 5,788,963 issued 08/04/98 (Isolation &/or Preservation of Dendritic Cells for Prostate Cancer Immunotherapy), (ii) USPO No. 5,990,294, issued 11/23/99 (Nucleotide & Amino Acid Sequences of C4-2, a Tumor Suppressor Gene & Methods of Use Thereof),
(iii) USPO No. 5,874,290 issued 02/23/99 (Nucleotide & Amino Acid Sequences of a D2-2 Gene Associated with Brain Tumors and Methods based thereon), (iv) USPO No. 60/190,361, filed 4/07/00 (Human PCA-1 Antigen and Nucleic Acids: Diagnostic and Therapeutic Uses), and (v) USPO No. [pending] filed 5/12/00 (Bacillus Calmette Guerin (BCG) for Loading Dendritic Cells for Soluble Antigen Presentation), copyrights and intellectual property rights, tax refund and claims, all rights in litigation for any cause or claim now pending or hereafter arising, all claims of Debtor against Secured Party, all rights to purchase real property, all rights as a licensor, licensee or distributor of any kind, all royalties, licenses and proprietary information, all data, licenses, computer programs, software and hardware; (c) all insurance policies and claims, and all other rights, privileges and franchises of every kind; (d) all supplies, fixed assets, merchandise, products, equipment and inventory; and (e) all other personal property of Debtor, tangible or intangible, whether now or hereafter owned by Debtor; together with all increases, substitutions, additions and accretions in said property and all the property of a similar nature hereafter acquired by Debtor in any of the categories herein described; and together with all cash and non-cash proceeds thereof (collectively, the "Collateral"); provided, however, the Collateral shall not include the following pending or issued patents or patent applications: (a) U.S. Patent Application Serial No. 09/044,668, allowed 2/23/00 (Monoclonal Antibodies Specific for the Extracellular Domain of Prostate-Specific Membrane Antigen), now

issued as U.S. Patent No. 6,150,508, as well as all foreign counterparts thereof and all continuations in whole or in part, divisionals, renewals, substitutions, conversions, reissues, reexaminations, prolongations or extensions thereof; (b) PCT Application No. PCT/US99/07431, filed 3/29/99 (Therapeutic & Diagnostic Applications Based on CXCR4 Gene in Tumorigenesis), as well as all national phase counterparts thereof, and all corresponding U.S. applications and patents, including all continuations in whole or in part, divisionals, renewals, substitutions, conversions, reissues, reexaminations, prolongations or extensions thereof; and (c) PCT Application No. PCT/US99/08079, filed 4/13/99 (Methods for the Diagnosis and Treatment of Metastic Prostate Tumors), as well as all national phase counterparts thereof, and all corresponding U.S. applications and patents, including all continuations in whole or in part, divisionals, renewals, substitutions, conversions, reissues, reexaminations, prolongations or extensions thereof.

Debtor will cooperate with Secured Party with respect to the preparation and filing of all applicable instruments and documents, including necessary UCC-1 Financing Statements, and will sign same and all amendments thereto, and continuation statements.

2. OBLIGATION. This Security Agreement is given to secure the performance of the obligations of Debtor and Secured Party ("Obligations") under that certain Promissory Note and the documents and instruments executed in connection therewith, dated as of the same date hereof (collectively, the "Note"), the terms of which are incorporated herein by this reference.

3. OWNERSHIP AND LIENS. Debtor owns the Collateral and the same is free and clear of all security interests and encumbrances of every nature whatsoever. Debtor shall not create nor permit the existence of any lien or security interest on the Collateral, or sell, transfer, pledge, assign or otherwise convey the Collateral, or any rights or interest therein, without the prior written consent of Secured Party, which written consent Secured Party may grant or not grant in its sole and subjective discretion.

4. TAXES. Debtor shall pay before delinquency all taxes or other governmental charges that are or may become a lien or charge on the Collateral.

5. INSURANCE. Debtor shall keep the Collateral continuously insured against fire, theft and other hazards, in an amount equal to the full insurable value thereof or to all sums secured hereby, with a loss-payable clause in favor of Secured Party. In the event of loss, Secured Party shall have full power to collect any and all insurance upon the Collateral and to apply the same at its option to any obligation secured hereby, whether or not matured. Secured Party shall have no liability whatsoever for any loss that may occur by reason of the omission or lack of coverage of any such insurance.

6. DEFAULT. Any of the following is an event of default under this Agreement and Note:

(a) Any failure by Debtor to timely perform as required herein or under the Note;

(b) Falsity of any warranty or representation by Debtor herein or in any financial or other statements, writings, reports or communications made or delivered to Secured Party in connection with the transactions contemplated in or by the Note;

(c) Commencement of voluntary or involuntary bankruptcy, receivership or insolvency proceedings by or against, or the insolvency or business failure of, Debtor;

(d) Failure by Debtor to pay its debts as they become due;

(e) Levy on, seizure, or attachment of any of the Collateral, or judgment against Debtor in an amount exceeding $100,000; or

(f) The sale, assignment, transfer, pledge or conveyance of any kind whatsoever of any of the Collateral without Secured Party's prior written consent.

7. REMEDIES: In the event of a default under this Security Agreement, all sums and indemnity obligations (whether contingent or uncontingent, liquidated or unliquidated) due or to become due under or by reason of the Note shall become immediately due and payable at Secured Party's option without notice to Debtor, and Secured Party may proceed to enforce payment of same and exercise any and all rights and remedies granted to it herein and in the Note, and in any other instrument or agreement securing, evidencing or relating thereto, and all rights and remedies available under any applicable law, including the Washington Uniform Commercial Code, RCW 62A in force as of the date hereof. Without limiting the generality of the foregoing, Secured Party shall have any or all of the following rights and remedies:

(a) At Secured Party's request, Debtor shall assemble the Collateral and make it available to Secured Party at a place Secured Party designates which is reasonably convenient to both parties;

(b) Debtor agrees to put Secured Party into immediate possession of the Collateral upon demand;

(c) All payments received by Debtor under or in connection with any of the Collateral shall, at Secured Party's election, be deposited in a segregated FDIC-insured bank account in trust for the sole benefit of Secured Party, or immediately upon receipt by Debtor or Secured Party, turned over to Secured Party, in the same form as received (duly endorsed in favor of Secured Party if and as required in its discretion);

(d) Secured Party is authorized, without notice, demand or legal proceedings, to enter any premises where the Collateral is situated and take possession of, keep, store or remove any of the Collateral, and remain, or cause a custodian of its choice to remain, on the premises in exclusive control thereof without charge so long as Secured Party deems it reasonably necessary to complete the enforcement of its rights hereunder or under the Note; provided that should Secured Party seek to take possession of any of the Collateral by court process, Debtor hereby irrevocably waives (i) any bond, surety or security relating thereto required by any statute, court rule or otherwise as an incident to such possession, (ii) any demand for possession prior to commencement of such court process, and (iii) any requirement that Secured Party retain possession of and not dispose of any such Collateral until after trial or final judgment;

(e) Demand payment of, and collect, any accounts and general intangibles comprising Collateral and, in connection therewith, Debtor irrevocably authorizes Secured Party to endorse or sign Debtor's name, as pertinent, on all collections, receipts, instruments and other documents as required in its discretion, to take possession of and open mail addressed to Debtor and remove therefrom payments made with respect to any item of the Collateral or proceeds thereof, and, in Secured Party's sole discretion, to grant extensions of time to pay, compromise claims and settle accounts and the like for less than face value;

(f) Demand and receive possession of any of Debtor's federal and state taxes and the books and records utilized in the preparation thereof or referring thereto; and

(g) Debtor shall pay on demand all expenses actually incurred by Secured Party in protecting, realizing upon, repossessing, and selling the Collateral, or in interpreting or enforcing its rights hereunder, including Secured Party's court costs and actual attorneys' fees incurred in both trial and appellate courts (including all fees and costs incurred in any bankruptcy court hearings of any kind whatsoever, including relief from stay proceedings, disclosure statement and plan confirmation proceedings, nondischargeability proceedings, claim objection proceedings, adversary proceedings, and investigating, preparing and filing proofs of claims), or fees or costs incurred without suit. The covenant to pay the sums as provided in this subparagraph 7(g) shall be secured by this Security Agreement.

8. APPOINTMENT AS ATTORNEY-IN-FACT. Debtor hereby irrevocably constitutes and appoints Secured Party, and any officer or agent thereof, with full power and substitution, as its true and lawful Attorney-in-Fact with full irrevocable power and authority in their place and stead or in Secured Party's own name, from time to time in Secured Party's discretion, for the purpose of carrying out the terms of this Security Agreement and the Note and other instruments executed in connection herewith, to take any and all appropriate actions and to execute all documents and instruments which may be necessary or desirable in Secured Party's opinion to accomplish the purposes of such documents and, without limiting the generality of the foregoing, hereby give Secured Party the power and right, on behalf of Debtor, without notice to or assent by it, upon a default hereunder or under the Note, to: (i) ask, demand, collect, receive and give

acquittances and receipt for any and all monies due and to become due under any Collateral, (ii) in the name of Debtor or in its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies due under or by reason of any Collateral, (iii) grant extensions of time to pay, compromise and settle claims, accounts and general intangibles for less than face value and execute all releases and other documents in connection therewith, (iv) file any claim or commence and prosecute any action or proceeding in any court of law or equity or take any other action deemed appropriate by Secured Party for the purpose of collecting any and all such monies due in respect of any Collateral whenever payable and to enforce any other right in respect thereof; (v) direct any party liable for any payment in respect of any of the Collateral to make such payment directly to Secured Party or as it shall direct; (vi) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments and notices in connection with accounts and other documents relating to the Collateral; (vii) defend any suit, action or proceeding brought against Debtor with respect to any Collateral; (viii) generally to sell, transfer pledge, or otherwise deal with any of the Collateral as fully as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Debtor's expense, from time to time all acts and things which Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's rights and interests to, in and under the Collateral.

This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred upon Secured Party hereunder are solely to protect its rights and interests in, to and under the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall be accountable only for amounts that are actually received as a result of the exercise of such powers, and neither it nor any of its officers, directors, shareholders, employees, or agents shall be responsible to Debtor for any act or omission whatsoever.

Debtor hereby authorizes Secured Party, from time to time, (i) to communicate directly in its own name with any party who is obligated to Debtor with regard to the assignment and collection of such obligation and other matters relating thereto, and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral in connection with any sale or other conveyance or transfer thereof pursuant to section 7 above.

9. TAX INDEMNIFICATION. Debtor agrees to pay, and to defend, save and hold Secured Party harmless from and against any and all liabilities with respect to, or resulting from any delay in paying any excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement.

10. NOTICE. Any notice given pursuant to this Security Agreement shall be effective when mailed, postage prepaid, by certified or registered mail (return receipt requested), or by personal service, at the following addresses:

Notice to Debtor:            Northwest Biotherapeutics, Inc.
                             2203 Airport Way South, Suite 200
                             Seattle, WA  98134
                             Attn:  Daniel O. Wilds, President

Notice to Secured Party:     Holmes Harbor Company, Inc.
                             4640 95th Avenue NE
                             Bellevue, WA  98004-1301
                             Attn:  Bob Trimble, President

11. MISCELLANEOUS.

(a) Waiver. This Security Agreement shall not be qualified or supplemented by course of dealing. No waiver or modification by Secured Party of any of the terms or conditions hereof shall be effective unless in writing signed by Secured Party. No waiver nor indulgence by Secured Party as to any required performance by Debtor shall constitute a waiver as to any subsequent required performance or other obligations of Debtor hereunder.

(b) Benefit. This Agreement shall be binding upon, and inure to the benefit of, the respective legal representatives, successors and assigns of the parties hereto.

(c) Construction. This Agreement is being executed and delivered and is intended to be performed in the State of Washington, and shall be construed and enforced in accordance with the laws of that state.

(d) Venue. The parties agree the venue of any suit or action between the parties-will be in the Superior Court for King County, Seattle, Washington.

(e) Severability. Should any provision of this Agreement be held by any court of competent jurisdiction to be void or unenforceable, such defect shall not affect the remainder of this Agreement, which shall continue in full force and effect.

(f) Counterparts, Facsimile Copies. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile copies hereof may be executed as counterpart originals.

(g) Termination of Security Interest. When all sums owed Secured Party have been paid and all Obligations of Debtor fulfilled under this Agreement and the Note, Secured Party will prepare, sign and file appropriate UCC-3 Termination Statements.

[Remainder of page left intentionally blank]

SIGNED effective as of the date first above written.

DEBTOR:                                 SECURED PARTY:

NORTHWEST BIOTHERAPEUTICS, INC.         HOLMES HARBOR COMPANY, INC.



By                                      By
  ---------------------------------       --------------------------------------
  Daniel O. Wilds, President & CEO        Bob Trimble, President

SIGNATURE PAGE OF SECURITY AGREEMENT

EXHIBIT C

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

PDW-13 Date of Issuance: April 24, 2001 Expiration Date: April 23, 2011

NORTHWEST BIOTHERAPEUTICS, INC.

WARRANT

Northwest Biotherapeutics, Inc. (the "Company"), for value received, hereby certifies that HOLMES HARBOR COMPANY, INC. or its registered assigns (the "Registered Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 5 below), up to 50,000 shares of Series D Preferred Stock of the Company ("Equity Securities"), at a purchase price of $5.00 per share. The Equity Securities purchasable upon exercise of this Warrant, and the purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Stock" and the "Purchase Price," respectively.

1. Exercise.

(a) Manner of Exercise. This Warrant may be exercised by the Registered Holder for the portion of shares of Warrant Stock that have vested pursuant to the following schedule, by surrendering this Warrant, with the purchase/exercise form appended hereto as Attachment A duty executed by the Registered Holder at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise. The vesting schedule shall be as follows:

- 10,000 shares of Warrant Stock if the loan evidenced by that certain promissory note in the amount of $825,000 of even date herewith (the "Loan") is fully paid by the Company on or before June 30, 2001;

- 33,000 shares of Warrant Stock if the Loan is fully paid by the Company on or before June 30, 2002; and

- 50,000 shares of Warrant Stock if the Loan is fully paid by the Company after June 30, 2002.

The Purchase Price may be paid by cash, check, wire transfer, or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

(b) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.

(c) Net Issue Exercise.

(i) In lieu of exercising this Warrant in the manner provided above in Section 1(a), the Registered Holder may elect to receive shares of Warrant Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Attachment A duly executed by such Registered Holder or such Registered Holder's duly authorized attorney, in which event the Company shall issue to such Registered Holder a number of shares of Warrant Stock computed using the following formula:

Where   X =  The number of shares of Warrant Stock to be issued to the
             Registered Holder.

        Y =  The number of shares of Warrant Stock purchasable under this
             Warrant (at the date of such calculation).

        A =  The fair market value of one share of Warrant Stock (at the
             date of such calculation).

        B =  The Purchase Price (as adjusted to the date of such
             calculation).

              (ii) For purposes of this Section 1(c), the fair market

value of Warrant Stock on the date of calculation shall mean with respect to each share of Warrant Stock:

(A) if the exercise is in connection with the Company's IPO, and if the Company's Registration Statement relating to such IPO has been declared effective by the Securities and Exchange Commission, then the fair market value per share shall be the product of (x) the initial "Price to Public" specified in the final prospectus with respect to the IPO and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the date of calculation;

(B) if (A) is not applicable, the fair market value of Warrant Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in
Section 5(b) below, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of such stock pursuant to such acquisition.

(d) Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten
(10) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

(ii) in case such exercise is in part only, a new Warrant or Warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) or 1(c) above.

2. Adjustments.

(a) Redemption or Conversion of Capital Stock. If the Company's capital stock is redeemed or converted into other equity securities of the Company ("Conversion Shares"), then this Warrant shall automatically become exercisable for that number of Conversion Shares equal to the number of Conversion Shares that would have been received if this Warrant had been exercised in full and the shares of Equity Securities received thereupon had been simultaneously converted into Conversion Shares immediately prior to such event, and the Exercise Price shall be automatically adjusted to equal the number obtained by dividing (i) the aggregate Purchase Price of the shares of Warrant Stock for which this Warrant was

exercisable immediately prior to such redemption or conversion, by (ii) the number of Conversion Shares for which this Warrant is exercisable immediately after such redemption or conversion.

(b) Stock Splits and Dividends. If outstanding shares of the Company's capital stock shall be subdivided into a greater number of shares or a dividend in capital stock shall be paid in respect of Warrant Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of capital stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

(c) Reclassification, Etc. In case there occurs any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall, be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 2.

(d) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Purchase Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth
(i) a brief statement of the facts requiring such adjustment, (ii) the Purchase Price after such adjustment, and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

(e) Acknowledgment. In order to avoid doubt, it is acknowledged that the Registered Holder of this Warrant shall be entitled to the benefit of all adjustments in the number of shares of Common Stock of the Company issuable upon conversion of the Warrant Stock (if applicable) which occur prior to the exercise of this Warrant, including without limitation, any increase in the number of shares of Common Stock issuable upon conversion as a result of a dilutive issuance of capital stock (if applicable).

3. Transfers.

(a) Unregistered Security. Each Registered Holder of this Warrant acknowledges that this Warrant, the Warrant Stock and the Common Stock of the Company have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant, any Warrant Stock issued upon its exercise or any Common Stock issued upon conversion of the Warrant Stock in the absence of (i) an effective registration statement under the Act as to this Warrant, such Warrant Stock or such Common Stock and registration or qualification of this Warrant, such Warrant Stock or such Common Stock under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Attachment B hereto) at the principal office of the Company provided, however, that this Warrant may not be transferred unless the transferee acquires the right to purchase all shares of Warrant Stock hereunder.

(c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holder of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder's address as shown on the warrant register by written notice to the Company requesting such change.

(d) Market Standoff Agreement. In connection with the Company's IPO and upon request of the Company or the underwriters managing such offering of the Company's securities, Registered Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company's IPO.

4. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but

will (subject to Section 13 below) at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder of this Warrant against impairment.

5. Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the "Expiration Date"): (a) April 23, 2011, (b) the sale, conveyance or disposal of all or substantially all of the Company's property or business or the Company's merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company) or any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, provided that this Section 5(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company, or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement.

6. Notices of Certain Transactions. In case:

(a) the Company shall take a record of the holders of its capital stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

(b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or

(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or

(d) of any redemption of the Preferred Stock or mandatory conversion of the Preferred Stock into Common Stock of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of the Company's capital stock are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice.

7. Reservation of Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant.

8. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock called for on the face or faces of the Warrant or Warrants so surrendered.

9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. Mailing of Notices. Any notice required or permitted pursuant to this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or sent by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail, as certified or registered mail (airmail if sent internationally), with postage prepaid, addressed (a) if to the Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth below or subsequently modified by written notice to the Registered Holder.

11. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

12. No Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Warrant Stock on the date of exercise, as determined in good faith by the Company's Board of Directors.

13. Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holders of at least 50% of the Warrant Stock issuable upon exercise of outstanding warrants purchased pursuant to the Purchase Agreement.

By acceptance hereof, the Registered Holder acknowledges that in the event the required consent is obtained, any term of this Warrant may be amended or waived with or without the consent of the Registered Holder; provided, however, that any amendment hereof that would materially adversely affect the Registered Holder in a manner different from the holders of the remaining Warrants issued pursuant to the Purchase Agreement shall also require the consent of Registered Holder.

14. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

15. Governing Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law.

NORTHWEST BIOTHERAPEUTICS, INC.

21720 -- 23rd Drive SE, Suite 100
Bothell, Washington 98021
Facsimile Number: (425) 608-3026

ATTACHMENT A

PURCHASE/EXERCISE FORM

To: Northwest Biotherapeutics, Inc.

The undersigned, pursuant to the provisions set forth in the attached Warrant No. PDW-____ hereby irrevocably elects to (a) purchase _________ shares of the Warrant Stock covered by such Warrant and herewith makes payment of $__________, representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) exercise such Warrant for ____________ shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of such Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 2 of the Purchase Agreement (as defined in the Warrant) and by its signature below hereby makes such representations and warranties to the Company. Defined terms contained in such representations and warranties shall have the meanings assigned to them in the Purchase Agreement, provided that the term "Purchaser" shall refer to the undersigned and the term "Securities" shall refer to the Warrant Stock.

Dated:                                  HOLMES HARBOR COMPANY, INC.
      ------------------------------

                                        By:
                                           -------------------------------------
                                        Its:
                                            ------------------------------------

NAME OF ASSIGNEE            ADDRESS/FACSIMILE NUMBER               NO. OF SHARES







Dated:                                  HOLMES HARBOR COMPANY, INC.
      -------------------------------

                                        By:
                                           -------------------------------------
                                        Its:
                                            ------------------------------------


                                        Witness:
                                                --------------------------------

COLLATERAL DESCRIPTION

(a) All existing and future accounts, contracts and contract rights, including all accounts receivable, bank accounts, partnership and joint venture interests and rights to distributions in connection therewith, rights under all invoices and purchase orders and other documents representing payments for goods sold and services rendered, and moneys due or to become due or payable or to become payable in connection with any such accounts, contracts or contract rights; (b) all general intangibles, all other trade names, customer lists, trademarks and trademark applications, business names, fictitious business names, service marks, logos, labels, other source of business identifiers, prints and labels on which any of the foregoing have appeared, designs and general intangibles of like nature, patents and patent applications, copyrights, and intellectual property rights, tax refunds and claims, all rights in litigation for any cause or claim now pending or hereafter arising, all judgments now or hereafter arising, all claims of Debtor against Secured Party, all rights to purchase real property, all rights its a licensor, licensee or distributor of any kind, all royalties, licenses and proprietary information, all data, licenses, computer programs, software and hardware; (c) all insurance policies and claims, and all other rights, privileges and franchises of every kind; (d) all supplies, fixed assets, merchandise, products, equipment and inventory; (e) all other personal property of Debtor, tangible or intangible, whether now or hereafter owned by Debtor; together with all increases, substitutions, additions and accretions in said property and all the property of a similar nature hereafter acquired by Debtor in any of the categories herein described; and together with all cash and non-cash proceeds thereof (collectively, the "Collateral").

SECURITY AGREEMENT

This Security Agreement is entered into effective July 1, 1997, between Northwest Biotherapeutics LLC, a Washington limited liability company ("Debtor") and Northwest Hospital, a Washington nonprofit corporation ("Secured Party").

1. GRANT OF SECURITY INTEREST. Debtor hereby grants, assigns, transfers, pledges and conveys to Secured Party and his successors and assigns, a first priority security interest in all of Debtor's rights, title and interest in, to and under all of Debtor's assets wherever located, including without limitation:
(a) al existing and future accounts, contracts and contract rights, including all accounts receivable, bank accounts, partnership and joint venture interests and rights to distributions in connection therewith, rights under all invoices and purchase orders and other documents representing payments for goods sold and services rendered, and moneys due or to become due or payable or to become payable in connection with any such accounts, contracts or contract rights; (b) all general intangibles, all other trade names, customer lists, trademarks and trademark applications, business names, fictitious business names, service marks, logos, labels, other source of business identifiers, prints and labels on which any of the foregoing have appeared, designs and general intangibles of like nature, patents and patent applications, copyrights, and intellectual property rights, tax refunds and claims, all rights in litigation for any cause or claim now pending or hereafter arising, all judgments now or hereafter arising, all claims of Debtor against Secured Party, all rights to purchase real property, all rights as a licensor, licensee or distributor of any kind, all royalties, licenses and proprietary information, all data, licenses, computer programs, software and hardware; (c) all insurance policies and claims, and all other rights, privileges and franchises of every kind; (d) all supplies, fixed assets, merchandise, products, equipment and inventory; (e) all other personal property of Debtor, tangible or intangible, whether now or hereafter owned by Debtor; together with all increases, substitutions, additions and accretions in said property and all the property of a similar nature hereafter acquired by Debtor in any of the categories herein described; and together with all cash and non-cash proceeds thereof (collectively, the "Collateral").

Debtor will cooperate with Secured Party with respect to the preparation and filing of all applicable instruments and documents, including necessary UCC-1 Financing Statements, and will sign same and all amendments thereto, and continuation statements.

2. OBLIGATION. This Security Agreement is given to secure the performance of the obligations of Debtor and Secured Party ("Obligations") under that certain Master Note for Line of Credit, and the documents and instruments executed in connection therewith, dated as of the same date hereof (collectively, the "Note"), the terms of which are incorporated herein by this reference.

3. OWNERSHIP AND LIENS. Debtor owns the Collateral and the same is free and clear of all security interests and encumbrances of every nature whatsoever. Debtor shall not create nor permit the existence of any lien or security interest on the Collateral, or sell, transfer, pledge, assign or otherwise convey the Collateral, or any rights or interest therein, without the prior

written consent of Secured Party, which written consent Secured Party may grant or not grant in its sole and subjective discretion.

4. TAXES. Debtor shall pay before delinquency all taxes or other governmental charges that are or may become a lien or charge on the Collateral.

5. INSURANCE. Debtor shall keep the Collateral continuously insured against fire, theft and other hazards, in an amount equal to the full insurable value thereof or to all sums secured hereby, with a loss-payable clause in favor of Secured Party. In the event of loss, Secured Party shall have full power to collect any and all insurance upon the Collateral and to apply the same at its option to any obligation secured hereby, whether or not matured. Secured Party shall have no liability whatsoever for any loss that may occur by reason of the omission or lack of coverage of any such insurance.

6. DEFAULT. Any of the following is an event of default under this Agreement and Note:

(a) Any failure by Debtor to timely perform as required herein or under the Note;

(b) Falsity of any warranty or representation by Debtor herein or in any financial or other statements, writings, reports or communications made or delivered to Secured Party in connection with the transactions contemplated in or by the Note;

(c) Commencement of voluntary or involuntary bankruptcy, receivership or insolvency proceedings by or against, or the insolvency or business failure of, Debtor;

(d) Failure by Debtor to pay its debts as they become due;

(e) Levy on, seizure, or attachment of any of the Collateral, or judgment against Debtor in an amount exceeding $100,000; or

(f) The sale, assignment, transfer, pledge or conveyance of any kind whatsoever of any of the Collateral without Secured Party's prior written consent.

7. REMEDIES. In the event of a default under this Security Agreement, all sums and indemnity obligations (whether contingent or uncontingent, liquidated or unliquidated) due or to become due under or by reason of the Note shall become immediately due and payable at Secured Party's option without notice to Debtor, and Secured Party may proceed to enforce payment of same and exercise any and all rights and remedies granted to it herein and in the Note, and in any other instrument or agreement securing, evidencing or relating thereto, and all rights and remedies available under any applicable law, including the Washington Uniform Commercial Code, RCW 62A in force as of the date hereof without limiting the generality of the foregoing, Secured Party shall have any or all of the following rights and remedies:

(a) At Secured Party's request, Debtor shall assemble the Collateral and make it available to Secured Party at a place Secured Party designates which is reasonably convenient to both parties;

(b) Debtor agrees to put Secured Party into immediate possession of the Collateral upon demand;

(e) All payments received by Debtor under or in connection with any of the Collateral shall, at Secured Party's election, be deposited in a segregated FDIC-insured bank account in trust for the sole benefit of Secured Party, or immediately upon receipt by Debtor or Secured Party, turned over to Secured Party, in the same form as received (duly endorsed in favor of Secured Party if and as required in its discretion);

(d) Secured Party is authorized, without notice, demand or legal proceedings, to enter any premises where the Collateral is situated and take possession of, keep, store or remove any of the Collateral, and remain, or cause a custodian of its choice to remain, on the premises in exclusive control thereof without charge so long as Secured Party deems it reasonably necessary to complete the enforcement of its rights hereunder or under the Note; provided that should Secured Party seek to take possession of any of the Collateral by court process, Debtor hereby irrevocably waives (i) any bond, surety or security relating thereto required by any statute, court rule or otherwise is an incident to such possession, (ii) any demand for possession prior to commencement of such court process, and (iii) any requirement that Secured Party retain possession of and not dispose of any such Collateral until after trial or final judgment;

(e) Demand payment of, and collect, any accounts and general intangibles comprising Collateral and, in connection therewith, Debtor irrevocably authorizes Secured Party to endorse or sign Debtor's name, as pertinent, on all collections, receipts, instruments and other documents as required in its discretion, to take possession of and open mail addressed to Debtor and remove therefrom payments made with respect to any item of the Collateral or proceeds thereof, and, in Secured Party's sole discretion, to grant extensions of time to pay, compromise claims and settle accounts and the like for less than face value;

(f) Demand and receive possession of any of Debtor's federal and state taxes and the books and records utilized in the preparation thereof or referring thereto; and

(g) Debtor shall pay on demand all expenses actually incurred by Secured Party in protecting, realizing upon, repossessing, and selling the Collateral, or in interpreting or enforcing its rights hereunder, including Secured Party's court costs and actual attorneys' fees incurred in both trial and appellate courts (including all fees and costs incurred in any bankruptcy court hearings of any kind whatsoever, including relief from stay proceedings, disclosure statement and plan confirmation proceedings, nondischargeability proceedings, claim objection proceedings, adversary proceedings, and investigating, preparing and filing proofs of claims), or fees or costs incurred without suit. The covenant to pay the sums as provided in this subparagraph 7(g) shall be secured by this Security Agreement.

8. APPOINTMENT AS ATTORNEY-IN-FACT. Debtor hereby irrevocably constitutes and appoints Secured Party, and any officer or agent thereof, with full power and substitution, as its true and lawful Attorney-in-Fact with full irrevocable power and authority in their place and stead or in Secured Party's own name, from time to time in Secured Party's discretion, for the purpose of carrying out the terms of this Security Agreement and the Note and other instruments executed in connection herewith, to take any and all appropriate actions and to execute all documents and instruments which may be necessary or desirable in Secured Party's opinion to accomplish the purposes of such documents and, without limiting the generality of the foregoing, hereby give Secured Party the power and right, on behalf of Debtor, without notice to or assent by it, upon a default hereunder or under the Note, to: (i) ask, demand, collect, receive and give acquittances and receipt for any and all monies due and to become due under any Collateral, (ii) in the name of Debtor or in its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies due under or by reason of any Collateral, (iii) grant extensions of time to pay, compromise and settle claims, accounts and general intangibles for less than face value and execute all releases and other documents in connection therewith,
(iv) file any claim or commence and prosecute any action or proceeding in any court of law or equity or take any other action deemed appropriate by Secured Party for the purpose of collecting any and all such monies due in respect of any Collateral whenever payable and to enforce any other right in respect thereof; (v) direct any party liable for any payment in respect of any of the, Collateral to make such payment directly to Secured Party or as it shall direct;
(vi) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments and notices in connection with accounts and other documents relating to the Collateral; (vii) defend any suit, action or proceeding brought against Debtor with respect to any Collateral;
(viii) generally to sell, transfer pledge, or otherwise deal with any of the Collateral as fully as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Debtor's expense, from time to time all acts and things which Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's rights and interests to, in and under the Collateral.

This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred upon Secured Party hereunder are solely to protect its rights and interests in, to and under the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall be accountable only for amounts that are actually received as a result of the exercise of such powers, and neither it nor any of its officers, directors, shareholders, employees, or, agents shall be responsible to Debtor for any act or omission whatsoever.

Debtor hereby authorizes Secured Party, from time to time, (i) to communicate directly in its own name with any party who is obligated to Debtor with regard to the assignment and collection of such obligation and other matters relating thereto, and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral in connection with any sale or other conveyance or transfer thereof pursuant to section 7 above.

9. TAX INDEMNIFICATION. Debtor agrees to pay, and to defend, save and hold Secured Party harmless from and against any and all liabilities with respect to, or resulting from any

delay in paying any excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement.

10. NOTICE. Any notice given pursuant to this Security Agreement shall be effective when mailed, postage prepaid, by certified or registered mail (return receipt requested), or by personal service, at the following addresses:

Notice to Debtor:          Northwest Biotherapeutics LLC
                           Attn: Chair of the Board of Managers
                           120 Northgate Plaza, Suite 205
                           Seattle, WA 98125

Notice to Secured Party:   Northwest Hospital
                           Attn: Chief Executive Officer
                           1550 North 115th Street
                           Seattle, WA 98133

11. MISCELLANEOUS.

(a) Waiver. This Security Agreement shall not be qualified or supplemented by course of dealing. No waiver or modification by Secured Party of any of the terms or conditions hereof shall be effective unless in writing signed by Secured Party. No waiver nor indulgence by Secured Party as to any required performance by Debtor shall constitute a waiver as to any subsequent required performance or other obligations of Debtor hereunder.

(b) Benefit. This Agreement shall be binding upon, and inure to the benefit of, the respective legal representatives, successors and assigns of the parties hereto.

(c) Construction. This Agreement is being executed and delivered and is intended to be performed in the State of Washington, and shall be construed and enforced in accordance with the laws of that state.

(d) Venue. The parties agree the venue of any suit or action between the parties will be in the Superior Court for King County, Seattle, Washington.

(e) Severability. Should any provision of this Agreement be held by any court of competent jurisdiction to be void or unenforceable, such defect shall not affect the remainder of this Agreement, which shall continue in full force and effect.

(f) Counterparts: Facsimile Copies. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile copies hereof may be executed as counterpart originals.

(g) Termination of Security Interest. When all sums owed Secured Party have been paid and all Obligations of Debtor fulfilled under this Agreement and the Note, Security Party will prepare, sign and file appropriate UCC-3 Termination Statements.

        SIGNED effective July 1, 1997.

DEBTOR:                                     SECURED PARTY:

NORTHWEST BIOTHERAPEUTICS LLC               NORTHWEST HOSPITAL

By                                          By
    ------------------------------------       ---------------------------------

    Its                                       Its
        --------------------------------          ------------------------------

EXHIBIT 10.10

MASTER NOTE FOR LINE OF CREDIT

$2,900,000.00 July 1, 1997 Seattle, Washington

This Note is given to evidence the obligation of Northwest Biotherapeutics LLC ("Borrowee") to repay all sums that Northwest Hospital ("Lendee") may from time to time advance to Borrower ("Advances") under a line of credit up to a total amount of $2,900,000 (the "Credit Line").

FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender the total unpaid principal balance of all Advances ("'Principal Balance"), together with interest on all such Advances at the rate specified below ("Note Rate"), together with all other sums due under this Note.

1. INTEREST. The Note Rate shall at all times be equal to 1.0% above the large business prime lending rate of Bank of America NW, N.A., doing business as Seafirst Bank (the "Prime Rate"), as amended from time to time. The Note Rate shall be adjusted automatically on the same day as any change in the Prime Rate. All interest will be calculated at the per annum rate based on a 360-day year and applied to the actual number of days elapsed.

2. PAYMENTS. This Note shall be repaid in full upon the receipt by Borrower of the proceeds of any equity financing, including any private placement or other securities offering, which financing efforts Borrower shall diligently pursue using its best efforts. No installment payments shall be required, provided that Borrower may prepay all or any portion of the sums due under this Note at any time without penalty. At the option of Lender, payments will be applied first to interest, then to principal, and last to any late or collection charges, including attorneys' fees and costs.

The Principal Balance, all unpaid accrued interest, any unpaid fees, and any other amounts owing hereunder shall be due and payable in full on June 30, 2000.

3. SECURITY. This Note shall be secured by a security interest in certain assets of Borrower ("Collateral") as more particularly set forth in the Security Agreement and UCC-1 Financing Statement executed concurrently herewith by Borrower.

4. ADVANCES. Advances under this Note must be requested by Borrower in writing and shall be subject to the following terms and conditions:

4.1 LENDER DISCRETION. All Advances requested by Borrower shall be subject to the approval of Lender which may be granted or withheld in Lender's sole discretion or made subject to such additional terms and conditions as Lender may determine in its sole discretion.

4.2 AUTHORIZED PARTIES. Only Gerald P. Murphy, M.D., on behalf of Borrower, shall be authorized to request Advances under this Note. This authority to request

Advances shall continue until the Lender receives notice in writing of the revocation or cancellation of authority.

4.3 REQUIREMENTS FOR REQUEST. Each request for an Advance shall be made at least thirty (30) full business days prior to the time Borrower expects Lender to make such Advance. The written request must include, at a minimum, the following information in a format and substance acceptable to Lender: (1) a detailed description of the proposed uses of the proceeds of the Advance, (2) a revised budget for Borrower, updated as of the date of the request, and (3) a detailed statement of the status of Borrower's equity financing efforts.

4.4 PROCEDURE FOR ADVANCES. All Advances shall be made at Lender's election, by the issuance of Lender's check to Borrower or by electronic funds transfer to Borrower's account as designated by Borrower to Lender.

4.5 MINIMUM SECURITY. Lender shall have no obligation to make any Advance hereunder unless the value of the Collateral under the Security Agreement and UCC-1 Financing Statement at the time of the Advance equals or exceeds the value of the Collateral as of the date of this Note.

4.6 LIMITS. The amount each Advance shall constitute a portion of the Principal Balance and the sum of all Advances, whether repaid or not prior to future Advances, shall not exceed $2.9 million dollars. This is not a revolving line of credit.

5. USE OF ADVANCES. Borrower represents and warrants that all Advances will be used primarily for business, commercial, or investment purposes, as defined in RCW 19.52.080 (exemption from usury), and in furtherance of Borrower's business purposes as detailed in Borrower's written request for such Advance.

6. EVIDENCE OF AMOUNTS OWING. Borrower agrees that the Principal Balance, the interest due thereon, and any applicable fees shall be evidenced by Lender's records, which records shall be the sole criteria for computation of principal, interest, and fee balances owed Lender by Borrower.

7. DEFAULT. The occurrence of any of the following shall constitute an "Event of Default" hereunder: (a) Borrower's failure to make any payment of principal, interest, or fees when due hereunder, (b) a material adverse change in the financial condition of Borrower; (c) any untrue statement made by Borrower in connection with any request for an Advance, or (d) Borrower's insolvency or a bankruptcy filing by Borrower.

8. ACCELERATION. Upon the occurrence of any Event of Default, Lender shall have no further obligation to make any Advances hereunder and the Principal Balance and all unpaid interest and any fees may be declared immediately due and payable, without notice, at the option of Lender.

9. COLLECTION COSTS. Borrower and every other person or entity at any time liable for the payment of the indebtedness evidenced by this Note shall also be liable for all

costs, expenses, and fees incurred by Lender in collecting any amounts owing hereunder, including reasonable attorney's fees. Any judgment obtained by Lender shall bear interest at a rate of 18% per annum or 2% per annum above the Note Rate, whichever is greater.

10. WAIVERS. For value received, each party signing or endorsing this Note waives presentment, demand, protest, and notice of nonpayment and agrees to be bound as a principal and not as a surety and promises to pay all costs oil collection, including reasonable attorneys' fees, whether or not suit is commenced.

11. CHOICE OF FORUM/APPLICABLE LAW. In case of suit to enforce the terms of this Note, Borrower consents to the personal jurisdiction of the Washington courts and the federal courts located in the State of Washington. At the option of the holder of this Note, venue may be in King County, Washington. This Note and the Security Agreement shall be construed and enforced in accordance with the laws of the state of Washington, without regard to that state's choice of law rules.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

NORTHWEST BIOTHERAPEUTICS LLC

By     /s/ George P. Hutchinson
   -----------------------------------
   Its
       -------------------------------

EXHIBIT 10.11

AMENDMENT TO
MASTER NOTE FOR LINE OF CREDIT

This Amendment to Master Note for Line of Credit (the "Amendment") is entered into to be effective as of February 1, 2000, by and between Northwest Biotherapeutics Inc. ("Borrower") and Northwest Hospital ("Lender").

RECITALS

Borrower and Lender are parties to that certain Master Note For Line of Credit dated as of July 1, 1997, as amended from time to time (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. Section 2 of the Agreement is hereby amended and restated in its entirety as follows:

"2. PAYMENTS. This Note shall be repaid in full upon the earlier of (a) June 30, 2001, (b) consummation of an initial public offering of the Borrower's Common Stock registered under the Securities Act of 1933, as amended, or (c) consummation of (i) a merger or consolidation of Borrower with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of Borrower immediately prior to such merger, consolidation or other reorganization or (if) the sale, transfer or other disposition of all or substantially all of Borrower's assets."

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

By:
   ------------------------------------
    Name:   Daniel O. Wilds
    Title:  President and CEO

By:
   ------------------------------------
   Name:   John Kim
   Title:  V.P. Corp. Affairs

EXHIBIT 10.12

AMENDMENT TO
MASTER NOTE FOR LINE OF CREDIT

This Amendment to Master Note for Line of Credit (the "Amendment") is entered into to be effective as of August 9, 2001, by and between Northwest Biotherapeutics, Inc. ("Borrower") and Northwest Hospital ("Lender").

RECITALS

Borrower and Lender are parties to that certain Master Note For Line of Credit dated as of July 1, 1997, as amended from time to time (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW,THEREFORE, the parties agree as follows:

1. Section 2 of the Agreement is hereby amended and restated in its entirety as follows:

"2. PAYMENTS. This Note shall be repaid in full upon the earlier of
(a) June 30, 2002, (b) consummation of an initial public offering of the Borrower's Common Stock registered under the Securities Act of 1933, as amended, or (c) consummation of (i) a merger or consolidation of Borrower with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of Borrower immediately prior to such merger, consolidated or other reorganization or (ii) the sale, transfer or other disposition of all or substantially all of Borrower's assets."

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

NORTHWEST BIOTHERAPEUTICS, INC.

By:  /s/ DANIEL O. WILDS
     ----------------------------------
     Name:  Daniel O. Wilds
     Title: Chairman, President and CEO

NORTHWEST HOSPITAL

By:  /s/ C. WILLIAM SCHNEIDER
     ----------------------------------
     Name:  C. William Schneider
     Title: President and CEO

                                8/9/2001

EXHIBIT 10.13
CLINICAL TRIAL AGREEMENT

This Clinical Trial Agreement (the "Agreement") is made as of the 7th day of January, 2000 (the "Effective Date" by and between Northwest Biotherapeutics, Inc., a Delaware corporation (the "Sponsor"), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, on behalf of its Los Angeles campus, a California corporation (hereinafter the "Institution").

RECITALS

The Sponsor desires to test its therapy of autologous recombinant prostate specific membrane antigen loaded dendritic cells (the "Product") for metastatic, hormone refractory prostate cancer in a clinical setting. The Institution seeks the advancement of health care through research and clinical investigation, and as such is willing to permit testing of the Product in accordance with the terms of this Agreement.

AGREEMENT

In consideration of the foregoing and of the mutual promises contained in this Agreement, the parties agree as follows:

1. STATEMENT OF WORK. The Institution agrees to conduct a clinical study (the "Study") of the Product in accordance with study protocol no. DC1-HRPC attached hereto as Exhibit A (the "Protocol"). In the event of any conflict between the Protocol and the provisions of this Agreement, the provisions of this Agreement shall govern.

2. PRINCIPAL INVESTIGATOR. The Study will be conducted under the direct supervision of Arie Belldegrun, M.D. (hereinafter the "Principal Investigator") with the participation of other Institution clinical and research personnel. The Institution agrees to conduct the Study in strict accordance with the Protocol and all applicable federal, state, and local laws and regulations. If Principal Investigator becomes permanently unavailable, for any reason, and a successor acceptable to both the institution and Sponsor is not available, this Agreement may be terminated pursuant to Article 17.

3. IRB APPROVAL. The Institution's obligations to conduct the Study are expressly conditional upon the approval of its Investigational Review Board, which the parties and the Principal Investigator will cooperate to obtain.

4. REPORTS AND CONFERENCES.

A. The Principal Investigator, or his designate, will make informal verbal reports to the Sponsor (or the Sponsor's representatives) at least monthly, and will meet with the Sponsor's representatives upon reasonable request at the Institution's facilities to discuss the progress of the Study. A final written report shall be submitted to the Sponsor within ninety (90) days after completion of, or any premature termination of, the Study and, if requested, the Principal Investigator shall assist the Sponsor in interpreting such report. All clinical data as

embodied in the case report forms and questionnaires, other records and reports required to be submitted under the Protocol will be promptly provided to the, Sponsor (or the Sponsor's representative), and shall be freely usable by the Sponsor consistent with good business judgment. Sponsor shall be provided access to source data and records relating to the Study during normal business hours and at mutually agreeable times, and, if necessary, may copy same in such a manner that the privacy of the Study patients is protected, including redacting the name, address and other individual identifiers prior to copying.

B. The Principal Investigator and the Institution agree to notify the Sponsor within twenty-four (24) hours after learning of any serious and/or unexpected adverse Product reaction affecting any patient in the Study. The Principal Investigator and the Institution further agree to follow up such notification of adverse Product reaction with appropriate reports in compliance with the Protocol and all applicable legal and regulatory requirements.

C. The Principal Investigator and the Institution agrees to notify the Sponsor within seventy-two (72) hours in the event that the FDA or any other regulatory authority notifies the Institution of a pending inspection/audit. In addition, the Principal Investigator and the Institution will forward to the Sponsor any written communication related to the use of the Sponsor's Product received as a result of the inspection/audit within seventy-two (72) hours of receipt of such communication and agrees to allow the Sponsor to assist in responding to any citations. Such responses shall be made within three (3) weeks of issuance of any citations or within any earlier deadline set by the issuing regulatory authority. The Principal Investigator and the Institution shall also provide to the Sponsor copies of any documents provided to any inspector or auditor. In the event of the FDA or other regulatory authority requests or requires any action to be taken to address any citations, the Principal Investigator and the Institution agree, following consultation with the Sponsor, to take such action as necessary to address such citations, and agree to cooperate with the Sponsor with respect to any such citation and/or action taken.

5. PAYMENTS. The Sponsor will pay to the Institution, as the Institution's total compensation under this Agreement, the amounts and in accordance with the schedule set forth in Exhibit B attached hereto.

6. PUBLICITY. Neither party shall use the name of the other party, including any trademark, trade name, or any contraction, abbreviation, simulation, or adaptation thereof of the other party, or the name of the party's employees, in any publicity, advertising or news release without the prior written approval of an authorized officer of the other party.

7. INSTITUTION NAME. California Education Code section 92000 prohibits use of the Institution's name to suggest that the Institution endorses a product or service. The Sponsor will not use the Institution's names, including "UCLA", without prior written approval, except to identify the Institution as the Study site or when required to do so by law.

8. CONFIDENTIAL INFORMATION. During the performance of the Study and during the term of this Agreement, the Institution may receive confidential or trade secret information, including information concerning the Sponsor's present and future business, marketing plans, regulatory submissions, product lines, product plans, date testing and research techniques,

inventions, processes, practices, trade secrets, and like information (collectively, "Confidential Information") from the Sponsor. The Institution agrees to hold in confidence all such Confidential Information and not to disclose or make such Confidential Information available to any third parties without the Sponsor's written permission, for a period of five (5) years from the termination of this Agreement. This obligation will apply only to information which the Sponsor has designated in writing or orally as "confidential" and will not apply to any such information which:

(i) was known to the Institution prior to its receipt from the Sponsor, as evidenced by written documentation.

(ii) was or becomes a matter of public information or publicly available through no fault on the part of the Institution;

(iii) which to the best of Institution's knowledge is acquired from a third party entitled to disclose the information to the Institution; or

(iv) was developed independently by the Institution, as evidenced by written documentation;

(v) is required to be disclosed by law.

9. PUBLICATION RIGHTS. The Sponsor acknowledges that the Institution is dedicated to free scholarly exchange and to public dissemination of the results of their scholarly activities. The Principal Investigator and the Institution shall retain the right to publish research results in pursuit of educational and scientific purposes. However, the Institution expressly agrees that prior to submission for publication of any manuscript or presentation of any poster, presentation, abstract or other written or oral material that describes the results of the Study, Institution and/or Principal Investigator shall provide Sponsor sixty (60) days to review any such manuscript or presentation. Such publications and presentations shall not divulge any of the Sponsor's Confidential Information without prior written approval of the Sponsor, and the Institution shall promptly remove any Confidential Information identified and requested by the Sponsor. If requested by the Sponsor, the Principal Investigator and the Institution shall delay the submission of any publication or presentation up to sixty (60) days from the date of the Sponsor's request for such a' delay to permit the preparation and filing of related patent applications. In addition, the Sponsor shall have the right to require that any publication or presentation concerning the work performed hereunder acknowledge the Sponsor's support.

10. INVENTIONS. The Sponsor and the Institution do not expect that inventions will be conceived or reduced to practice during the Study. However, in the event that inventions are conceived and reduced to practice during the Study, the Institution agrees that all patentable and unpatentable inventions, discoveries, and improvements, (a) directly related to the Company's Product or Confidential Information and (b) conceived, and reduced to practice during performance of the Study shall be the solo property of the Sponsor. The Institution agrees that all such inventions, and discoveries will promptly be disclosed to the Sponsor and will assure and obtain the assistance of the Principal Investigator in making application for Letters of Patent in any country in the world at the Sponsor's request and expense. The Institution agrees to assist

in prosecuting such patent applications, including executing or obtaining the execution of all papers necessary to transfer to the Sponsor all of Institution's right, title and interest in such inventions, and discoveries and all applications patent and letters patent. The obligation to disclose, assist and execute shall survive the expiration or termination of this Agreement. The Sponsor shall reimburse the Institution for any reasonable and necessary expenses actually incurred in the course of such assistance. In no event shall the Institution obtain or acquire any rights of any kind with respect to the Product or the Sponsor's Confidential Information, or any other materials or information provided by the Sponsor in connection with the Study.

11. INDEMNIFICATION BY SPONSOR. The Sponsor will indemnify, hold harmless and defend the institution, and its trustees, directors, officers, employees, physicians and agents, including the Principal Investigator (collectively the "Indemnitees" against all actions, suits, claims, demands and prosecutions (hereinafter a "Claim") that may be brought or instituted, and all judgments, damages, liabilities, costs and expenses resulting therefrom, arising out of the performance of the Study, but only to the extent that any such Claim is not caused by or the result of: (a) any negligence or willful act or omission of any Indemnitees; or (b) failure to adhere to the terms of the protocol provided by the Sponsor hereunder. The Sponsor's indemnification obligations under this Section 11 only arise if: (1) the Institution notifies the Sponsor promptly after Institution's receipt of written notice of any Claim-, (ii) the Institution permits the Sponsor control the defense and settlement, at the Sponsor's expense, of any such Claim; (iii) the Institution and Principal Investigator fully cooperate with the Sponsor in the defense of any such claim, and (iv) the Institution does not settle any such Claim without the prior written approval and consent of the Sponsor. The Sponsor will not settle any claim which admits the fault of Institution without prior written approval of Institution, which shall not be unreasonably withheld. Institution's policy requires that research subjects be provided any and all medical treatment reasonably necessary for any injury sustained as direct result of participation in the Study. Sponsor agrees that it will reimburse Institution for the reasonable costs it incurs in providing reasonably necessary medical treatment to research subjects who are injured as a direct result of participation in the Study conducted in accordance with the Protocol. Sponsor will not be responsible for any injuries that are the result of negligence or misconduct of any agent or employee of Institution.

12. INDEMNIFICATION BY INSTITUTION. The Institution will indemnify, hold harmless and defend the Sponsor, and its directors, officers, employees, and agents, (collectively the "Indemnitees") against all actions, suits, claims, demands and prosecutions (hereinafter a "Claim") that may be brought or instituted, and all judgments, damages, liabilities, costs and expenses resulting therefrom, arising out of any negligence or willful act or omission of the Institution, or its trustees, directors, officers, employees physicians and agents, including the Principal Investigator. The Institution's indemnification obligations under this Section 12 only arise if the Sponsor: (i) notifies the Institution promptly after Sponsors receipt of written notice of any Claim; (ii) permits the Institution control the defense and settlement, at the Institution's expense, of any such Claim; and (iii) does not settle any such Claim without the prior written approval and consent of the Institution. Institution will not settle any claim which admits the fault of Sponsor without the prior written approval of Sponsor, which shall not be unreasonably withheld.

13. LIABILITY INSURANCE. The Sponsor will maintain during the term of this Agreement liability insurance with minimum limits of not less than $1,000,000. As soon as practicable upon execution of this Agreement, the Sponsor will deposit with the Institution certificates of insurance evidencing this coverage. Such coverage may not be changed or terminated except upon at least thirty (30) days prior written notice to the Institution. In addition, the Sponsor will at all times comply with all statutory workers' compensation and employers' liability requirements covering its employees with respect to Activities performed under this Agreement. Sponsor is to maintain Liability Insurance in the following amounts:

(1)   Each Occurrence                      $  500,000

(2)   Products/Completed Operations
      Aggregate                            $5,000,000

(3)   Personal and Advertising Injury      $1,000,000

(4)   General Aggregate*                   $5,000,000
*(not applicable to comprehensive form)

14. RELATIONSHIP OF THE PARTIES. The Institution shall be deemed to be an independent contractor for all purposes and for all services to be provided under this Agreement, and neither the agent nor the employee of the Sponsor. The Institution shall have no authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding upon the Sponsor, ex get as expressly provided for in this Agreement or authorized in writing by the Sponsor.

15. REPRESENTATIONS OF INSTITUTION. The Institution represents that the covenants set forth in this Agreement shall apply to and am binding on any individual employed to perform the Study under this Agreement.

16. WARRANTIES; LIMITATION OF LIABILITY. Without limiting Sponsor's obligations under Articles 11, SPONSOR DOES HEREBY DISCLAIM ANY AND ALL REPRESENTATION AND WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESSED OR IMPLIED. WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR THAT THE USE OF THE PRODUCT FOR PURPOSES OTHER THAN SPECIFIED IN THIS AGREEMENT WILL NOT INFRINGE THE RIGHTS, PATENT OR OTHERWISE, OF ANY THIRD PARTY.

17. TERM. This Agreement shall be effective from the Effective Date of this Agreement and shall expire thirty (30) days after receipt by Sponsor of the final summary of work accomplished during the Study. This Agreement may be terminated by the Sponsor upon

thirty (30) days' written notice. Performance under this Agreement may be terminated upon sixty (60) days' written notice by the Institution. If the Study should terminate prior to its completion, Institution shall be paid for work performed to date in accordance with the Protocol and for any reasonable uncancellable obligations incurred in accordance with the Protocol prior to the termination date.

18. RETURN OF PRODUCT. Upon termination of this Agreement the Institution will return to the Sponsor all non-disposable Product, devices and materials, as well as all copies of drawings, specifications, manuals and other printed or reproduced material (including information stored on machine-readable media) provided by the Sponsor to the Institution or the Principal Investigator. The Sponsor may, at the Sponsor's option, request that such Product, devices, and materials be destroyed

19. MISCELLANEOUS.

(a) AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 18(a) shall be binding upon the parties and their respective successors and assigns.

(b) NOTICE. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or five (5) days after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address or facsimile number as set forth below, or as subsequently modified by written notice.

INSTITUTION:                                      SPONSOR:
University of California                          Northwest Biotherapeutics, Inc.
Office of Sponsored Research                      2203 Airport Way S., Suite 200
10945 Le Conte Avenue, Suite 1401                 Seattle, WA 98134
Los Angeles, CA 90095-1406
ATTENTION: Carli V. Rogers                        ATTENTION: Daniel 0. Wilds
           Industry Contract Officer                         President and CFO

If by FAX: (310) 206-3619                         If by FAX: (425) 608-3026
    If by express mail: same address as above     If by express mail: same address as above

(c) ASSIGNMENT. The Institution agrees not to assign any of its rights or obligations under this Agreement to any other party without first obtaining the Sponsor's written approval. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(d) GOVERNING LAW; JURISDICTION. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

(e) SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted a if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(f) FORCE MAJEURE. Performance of this Agreement by each party shall be pursued with reasonable due diligence in all requirements hereof; however, neither party shall be liable to the other for any loss or damages for delay or for nonperformance due to causes not reasonably within its control. The party affected shall promptly notify the other in writing of the nature cause, date of commencement thereof, the anticipated extent of such delay.

(g) ENTIRE AGREEMENT. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.

The parties hereto have caused this Agreement to be executed on their behalf by their duly authorized representatives to be effective on the year and date first above written.

NORTHWEST BIOTHERAPEUTICS, INC.

By:      /s/ Daniel O. Wilds
     ----------------------------

Name:  Daniel O. Wilds

Title:  President & C.E.O.
        ------------------

Date:  December 29, 1999
       -----------------

THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA

By:      /s/ Carli V. Rogers
     ----------------------------

Name: Carli V. Rogers

Title:  Industry Contract Officer

Date:  January 19, 2000

Read and acknowledged:

          /s/ Arie Belldegrun                                  1/18/00
---------------------------------------            ----------------------------
Arie Belldegrun, M.D.                              Date
PRINCIPAL INVESTIGATOR

EXHIBIT A

NORTHWEST BIOTHERAPEUTICS INC. STUDY PROTOCOL NO. DC1-HRPC

EXHIBIT B

PAYMENT SCHEDULE

The Sponsor will pay to the Institution a total of sixteen thousand two hundred two and 50/00 dollars ($16,202.50) based on the attached budget itemization for each patient who completes the Protocol and for whom the Sponsor receives and approves all reports required by the Protocol (the "Cost per Patient") up to a maximum of thirty (30) patients. The Sponsor will make an initial payment of twenty thousand and 00/00 dollars ($20,000,00), equal to five hundred forty and 00/00 dollars ($540.00) per patient (the "Initial Payment") within thirty (30) days of the execution of this Agreement. The Initial Payment will be credited toward the first twenty-five percent (25%) [per patient amount] of the Cost per Patient(s) that becomes due and payable by the Sponsor. The Initial Payment will be refunded to the Sponsor to the extent, if any, by which the Initial Payment exceeds the total Cost per Patient which becomes due. The Cost per Patient will become due as follows:

- [25%] when the patient is registered

- [55%] when the completed Case Report for that patient is delivered to and accepted by the Company for the primary study endpoint; and

- [20%] when the patient has completed the followup period specified in the Protocol.

The amount payable by the Sponsor will be pro-rated for any patient who fails to complete the Protocol. IN ALL CASES, PATIENT EXPENSES ELIGIBLE FOR THIRD-PARTY REIMBURSEMENT ARE THE RESPONSIBILITY OF THE INSTITUTION AND WILL NOT BE CHARGED TO THE SPONSOR. SPONSOR UNDERSTANDS THAT COSTS OF RESEARCH PROCEDURES DONE IN ACCORDANCE WITH THE PROTOCOL WILL NOT BE BILLED TO A PATIENT'S INSURANCE COMPANY.

The Sponsor will withhold the final five hundred and 00/00 dollars ($500.00) of the total Cost per Patient(s) until all Case Reports and the Clinical Trial summary report have been delivered to and accepted by the Company, and both the Company and the Institution's IRB have been notified that the Clinical Trial has been completed.

The Institution will invoice Sponsor on a calendar monthly basis for expenses for work under this Agreement. Except for the Initial Payment; the Sponsor will not be obligated to make any payments until an invoice has been received. All amounts due will be payable within thirty (30) days of receipt.

Checks Payable to THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and mailed to:

UCLA Remittance Center
10920 Wilshire Boulevard, Suite 107
Los Angeles, California 90024-6503
Reference:
Protocol number: DC1 -HRPC
UCLA Project number 023496
Tax ID: 95-6006143

        PROTOCOL TITLE  :  PHASE I CLINICAL TRIAL OF RECOMBINANT PROSTATE SPECIFIC
                           MEMBRANE ANTIGEN (rPSMA) - LOADED MATURE AUTOLOGOUS
                           DENDRITIC CELLS (CaPVax) FOR THE TREATMENT OF METASTATIC
                           HORMONE REFRACTORY PROSTATE CANCER.

PRINCIPAL INVESTIGATOR  :  ARLE BELLDEGRUN, M.D., DEPARTMENT OF UROLOGY, UCLA SCHOOL
                           OF MEDICINE

            PROTOCOL #  :  DC1-HRPC

               SPONSOR  :  NORTHWEST BIOTHERAPEUTICS, INC.

                                                                BUDGET ITEMIZATION

--------------------------------------------------------------------------------------------------------------------------------
                                                                                             -B-
                                                                              -A-          CLINICAL       -C-            -A + O
                         PROFESSIONAL SERVICES                             FIXED COST        COST     CLINICAL COSTS  TOTAL STUDY
                                                                            (1 YEAR)       (PER PT.)  (X30 PATIENTS)     COST
--------------------------------------------------------------------------------------------------------------------------------
Pharmacy
     PRN Medication(1)
--------------------------------------------------------------------------------------------------------------------------------
IRB                                                                         2,000.00
--------------------------------------------------------------------------------------------------------------------------------
Radiation Safety Administrative Service Fee(2)                                100.00
--------------------------------------------------------------------------------------------------------------------------------
Clinical Research Center (CRC)
     Skin Tests NW Biotherapeutics Provides Antigens                                          400.00     12,000.00
     I.D. Injection of DCs and 2 hours of observation                                         600.00     18,000.00
--------------------------------------------------------------------------------------------------------------------------------
Clark Urology Clinic
     Room Charge                                                                              400.00     12,000.00
     Blood for Immune Monitoring, 100 ml each                                                 125.00      3,750.00
     Shipment costs (x 8)(3)
--------------------------------------------------------------------------------------------------------------------------------
Clinical Laboratory tests
     Testosterone, total @ wk 14                                                               40.00      1,200.00
     CBC/Differential/Platelet(4)                                                             120.00      3,600.00
     Chemistry Panel Chem 22(4)                                                               180.00      5,400.00
     PAP(4)                                                                                   105.00      3,150.00
     PSA(4)                                                                                   120.00      3,600.00
     ANA                                                                                      140.00      4,200.00
     Erythrocytic Sedimentation Rate                                                           60.00      1,800.00
     Urinalysis(4)                                                                             20.00        600.00
     Virology                                                                                 125.00      3,750.00
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
                                                                                             -B-
                                                                              -A-          CLINICAL       -C-            -A + O
                         PROFESSIONAL SERVICES                             FIXED COST        COST     CLINICAL COSTS  TOTAL STUDY
                                                                            (1 YEAR)       (PER PT.)  (X30 PATIENTS)     COST
--------------------------------------------------------------------------------------------------------------------------------
Radiology
     Chest X-Ray ($125.00 @ week 26)                                                          125.00      3,750.00
     Bone Scan ($1,000.00 @ week 26)                                                        1,000.00     30,000.00
     CT Scan abdomen/pelvis ($2,000.00 @ week 26)                                           2,000.00     60,000.00
--------------------------------------------------------------------------------------------------------------------------------
Procedures
     Leukapheresis; includes supplies(5)                                                    1,200.00     36,000.00
          Femoral Catheter Insertion, to include procedure and supplies(6)
          Specimen processing and shipping(3)
     EKG                                                                                      125.00      3,750.00
--------------------------------------------------------------------------------------------------------------------------------
Miscellaneous                                                               1,000.00
     Advertising; done only after IRB approval
--------------------------------------------------------------------------------------------------------------------------------
Principal Investigator                                                                      1,500.00     45,000.00
--------------------------------------------------------------------------------------------------------------------------------
Clinical Research Nurse Coordinator                                                         2,000.00     60,000.00
--------------------------------------------------------------------------------------------------------------------------------
Data Manager                                                                                2,000.00     60,000.00
--------------------------------------------------------------------------------------------------------------------------------
                                                              Sub-Total:    3,100.00       12,385.00    371,550.00    374,650.00
--------------------------------------------------------------------------------------------------------------------------------
                                                 Indirect Costs (22.5%):      697.50        2,786.63     83,598.75     84,296.25
--------------------------------------------------------------------------------------------------------------------------------
                                                                  TOTAL:    3,797.50       15,171.63    455,148.75    458,946.25
--------------------------------------------------------------------------------------------------------------------------------

(1) PRN Medication charged to sponsor.

(2) Annual Renewal Fee of $50.00 charged to sponsor.

(3) Shipment costs paid for by sponsor.

(4) Charges for Day 1, Week 14, and Week 23. All clinical labs paid for by sponsor if not covered by insurance.

(5) If second procedure needed, additional related costs will be charged to sponsor.

(6) If femoral catheter needed, all related costs will be charged to sponsor.

EXHIBIT 10.14

NORTHWEST BIOTHERAPEUTICS, INC.

CLINICAL TRIAL AGREEMENT

This Clinical Trial Agreement (the "Agreement"), is made as of the 16th day of December, 1999, (the "Effective Date") by and between Northwest Biotherapeutics, Inc., a Delaware corporation (the "Sponsor"), and The University of Texas, M.D. Anderson Cancer Center, a nonprofit educational and healthcare facility having corporate powers under the laws of the State of Texas (hereinafter the "Institution"), a component of The University of Texas System
(hereinafter the "System.")

RECITALS

The Sponsor desires to test its therapy of autologous recombinant prostate specific membrane antigen loaded dendritic cells (the "Product") for metastatic, hormone refractory prostate cancer in a clinical setting. The Institution seeks the advancement of health care through research and clinical investigation, and as such is willing to permit testing of the Product in accordance with the terms of this Agreement.

AGREEMENT

In consideration of the foregoing and of the mutual promises contained in this Agreement, the parties agree as follows:

1. STATEMENT OF WORK. The Institution agrees to conduct a clinical study of the Product in accordance with study protocol No. DC1-HRPC attached hereto as Exhibit A (the "Study"). In the event of any conflict between Exhibit A and the provisions of this Agreement, the provisions of this Agreement shall govern.

2. PRINCIPAL INVESTIGATOR. The Study will be conducted under the direct supervision of Christos Papandreou, M.D., Ph.D., Study Chairman (hereinafter the "Principal Investigator") with the participation of other Institution clinical and research personnel to be identified or approved by Sponsor. The Institution agrees to conduct the Study in strict accordance with the protocol and all applicable federal, state, and local laws and regulations. If Principal Investigator becomes permanently unavailable, for any reason, the Sponsor may, at its sole discretion, appoint another Principal Investigator or terminate this Agreement.

3. IRB APPROVAL. The Institution's obligations to conduct the Study are expressly conditional upon the approval of its Investigational Review Board, which the parties and the Principal Investigator will cooperate to obtain. The implementation of DC1-HRPC at the Institution is embodied in the IRB approved Institutional Protocol ID99-333 attached hereto as Exhibit B. The Sponsor and the Study Chair will closely coordinate to insure the FDA approved IND protocol governing this trial (DC1-HRPC as approved by the FDA as described in the "Investigator's Brochure," section V of the IND) and the ID99-333 protocol are executed, maintained and amended in accordance with applicable Federal, State and Institutional Regulations.

CONFIDENTIAL
-1- NORTHWEST BIOTHERAPEUTICS, INC.

4. REPORTS AND CONFERENCES.

A. The Principal Investigator will make informal verbal reports to the Sponsor (or the Sponsor's representatives) at least monthly, and will meet with the Sponsor's representatives upon reasonable request at the Institution's facilities to discuss the progress of the Study. A final written report shall be submitted to the Sponsor within thirty (30) days after completion of, or any premature termination of, the Study and, if requested, the Principal investigator shall assist the Sponsor in interpreting such report. Copies of all clinical data, including copies of case report forms, questionnaires, other records identified in the Protocol and other relevant information generated during the Study will be promptly and fully provided to the Sponsor (or the Sponsor's representative), and shall be freely usable by the Sponsor consistent with good business judgment.

B. The Institution agrees to notify the Sponsor within twenty-four (24) hours after learning of any serious and/or unexpected adverse Product reaction affecting any patient in the Study. The Institution further agrees to follow up such notification of adverse Product reaction with appropriate reports in compliance with the Protocol and all applicable legal and regulatory requirements.

C. The Institution agrees to notify the Sponsor within twenty-four hours in the event that the FDA or any other regulatory authority notifies the Institution of a pending inspection/audit. In addition, the Principal Investigator will forward to the Sponsor any written communication related to the use of the Sponsor's Product received as a result of the inspection/audit within twenty-four (24) hours of receipt of such communication and will allow the Sponsor to assist in responding to any citations. Such responses shall be made within two (2) weeks of issuance of any citations or within any earlier deadline set by the issuing regulatory authority. The Principal Investigator shall also provide to the Sponsor copies of any documents provided to any inspector or auditor. In the event of the FDA or other regulatory authority requests or requires any action to be taken to address any citations, the Institution agrees, following consultation with the Sponsor, to take such action as necessary to address such citations, and agree to cooperate with the Sponsor with respect to any such citation and/or action taken.

5. PAYMENTS. The Sponsor will pay, to the Institution, as the Institution's total compensation under this Agreement, the amounts and in accordance with the schedule set forth in Exhibit C attached hereto.

6. PUBLICITY. Neither party shall use the name of the other party, including any trademark, trade name, or any contraction, abbreviation, simulation, or adaptation thereof of the other party, or the name of the party's employees, in any publicity, advertising or news release without the prior written approval of an authorized officer of the other party.

7. CONFIDENTIAL INFORMATION. During the performance of the Study and during the term of this Agreement, the Institution or the Principal Investigator may receive confidential or trade secret information, including information concerning the Sponsor's present and future business, marketing plans, regulatory submissions, product fines, product plans, date testing and research techniques, inventions, processes, practices, trade secrets, and like information

(collectively, "Confidential Information") from the Sponsor. The Institution agrees to hold in confidence all such Confidential Information and not to disclose or make such Confidential information available to any third parties without the Sponsor's written permission, for a period of five (5) years from the termination of this Agreement. This obligation will apply only to information which the Sponsor has designated in writing as "confidential" and will not apply to any such information which:

(i) was known to the Institution prior to its receipt from the Sponsor, as evidenced by written documentation;

(ii) was or becomes a matter of public information or publicly available through no fault on the part of the Institution.

(iii) is acquired from a third party entitled to disclose the information to the Institution; or

(iv) was developed independently by the Institution, as evidenced by written documentation.

(v) is required by law or regulation to be disclosed. In the event that information is required to be disclosed pursuant to subsection v, the party required to make disclosure shall notify the other to allow that party to assert whatever exclusions or exemptions may be available to it under such law or regulation.

8. PUBLICATION RIGHTS. The Sponsor acknowledges that the Institution is dedicated to free scholarly exchange and to public dissemination of the results of their scholarly activities. The Principal Investigator and the Institution shall retain the right to publish research results in pursuit of educational and scientific purposes. However, the Institution expressly agrees that all drafts of any publications or oral presentations, including without limitation manuscripts, abstracts, posters, and visual works based on the Study or any results of the Study shall be submitted to the Sponsor at least thirty (30) days prior to the proposed submission of such drafts for publication or presentation. Such publications and presentations shall not divulge any of the Sponsor's Confidential Information without prior written approval of the Sponsor, and the Institution shall promptly remove any Confidential Information identified and requested by the Sponsor. If requested by the Sponsor, the Principal Investigator and the Institution shall delay the submission of any publication or presentation up to sixty (60) days from the date of the Sponsor's request for such a delay to permit the preparation and filing of related patent applications. in addition, the Sponsor shall have the right to require that any publication or presentation concerning the work performed hereunder acknowledge the Sponsor's support.

9. INVENTIONS. "Invention" shall mean any discovery, concept, or idea, whether or not patentable, made during the conduct of the study, and arising directly from the performance of the study, including but not limited to processes, methods, software, tangible research products, formulas and techniques, improvements thereto, and know-how related thereto.

Institution agrees that the Principal Investigator will promptly disclose to its Intellectual Property Committee and to Sponsor any Inventions made by the Institution and/or the Principal

Investigator. It is agreed that all Inventions and any information with respect thereto shall be subject to confidentiality obligations commensurate with those set forth in Section 7 herein.

Any Inventions that originate solely with the Principal Investigator, or any other Institution agent or employee associated with this study (jointly or severally referred to as "Inventor") shall be the property of Institution. If Inventor is a co-inventor with Sponsor, its agents or employees, Institution and Sponsor shall jointly own the Invention. Any Inventions that originate solely with any agent or employee of Sponsor shall be the property of Sponsor. To the extent that Sponsor pays all patent expenses for an Invention, Institution does hereby grant to Sponsor an exclusive option to negotiate an exclusive, worldwide royalty-bearing license to any Invention in which Institution has an ownership interest. Sponsor shall indicate its intention to exercise its option to license by notifying Institution in writing within forty-five (45) days of each Invention's disclosure to Sponsor. If Sponsor decides to exercise its option, the terms shall be negotiated in good faith within one-hundred twenty (120) days of the date the option is exercised, or within such time as the parties may mutually agree in writing.

If negotiations between Sponsor and the Institution terminate and the Institution thereafter negotiates a license agreement with a third party on substantially better terms than those last offered to Sponsor, Sponsor shall be given the first right to refuse such terms for a period of sixty (60) days from the date of Sponsors receipt of a draft of such license agreement from Institution.

10. INDEMNIFICATION BY SPONSOR. The Sponsor will indemnify, hold harmless and defend the System, Institution, their Regents, officers, agents, and employees (collectively the "Indemnitees") against all actions, suits, claims, demands and prosecutions (hereinafter a "Claim") that may be brought or instituted, and all judgments, damages, liabilities, costs and expenses resulting therefrom, arising out of the activities to be carried out pursuant to the obligations under this Agreement, including but not limited to the use by Sponsor of the results obtained from the activities performed by Institution under this Agreement, but only to the extent that any such Claim is not caused by or the result of: (a) any negligence or willful act or omission of any Indemnitees; or (b) failure to adhere to the terms of the protocol provided by the Sponsor hereunder. The Sponsor's indemnification obligations under this
Section 10 only arise if: (i) the Institution notifies the Sponsor within (30) thirty days after it becomes aware of a Claim; (ii) the Institution, subject to the Statutory duties of the Texas Attorney General permits the Sponsor control the defense and settlement, at the Sponsor's expense, of any such Claim; (iii) the Institution and Principal Investigator fully cooperate with the Sponsor in the defense of any such claim, and (iv) the Institution does not settle any such Claim without the prior written approval and consent of the Sponsor.

11. INDEMNIFICATION BY INSTITUTION. Institution shall to the extent authorized under the Constitution and laws of the State of Texas, indemnify and hold Sponsor harmless from liability resulting from the negligent acts or omissions of Institution, its agents or employees pertaining to the activities to be carried out pursuant to the obligations of this Agreement; provided, however, that Institution shall not hold Sponsor harmless from claims arising out of the negligence or willful malfeasance of Sponsor, its officers, agents, or employees, or any person or entity not subject to Institutions supervision or control.

12. LIABILITY INSURANCE. The Sponsor will maintain during the term of this Agreement liability insurance with minimum limits of not less than $1,000,000. As soon as practicable upon execution of this Agreement, the Sponsor will deposit with the Institution certificates of insurance evidencing this coverage. Such coverage may not be changed or terminated except upon at least thirty (30) days prior written notice to the Institution. In addition, the Sponsor will at all times comply with all statutory workers' compensation and employers' liability requirements covering its employees with respect to activities performed under this Agreement.

13. RELATIONSHIP OF THE PARTIES. The Institution and the Principal Investigator shall both be deemed to be independent contractors for all purposes and for all services to be provided under this Agreement, and neither the agent nor the employee of the Sponsor. The Institution shall have no authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding upon the Sponsor, except as expressly provided for in this Agreement or authorized in Writing by the Sponsor.

14. REPRESENTATIONS AND WARRANTIES OF INSTITUTION. Institution represents that the Principal Investigator and all other investigators that may perform services hereunder are its employees and shall abide by the terms of this Agreement as if each were a party hereto.

15. WARRANTIES; LIMITATION OF LIABILITY. THE SPONSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY PRODUCT OR OTHER MATERIALS OR PROCESSES PROVIDED HEREUNDER. EXCEPT AS EXPRESSLY STATED HEREIN, THE SPONSOR SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR OTHER DAMAGES SUFFERED BY THE INSTITUTION OR THE PRINCIPAL INVESTIGATOR AS A RESULT OF THE STUDY.

16. TERM. This Agreement shall be effective from the Effective Date of this Agreement and shall expire thirty (30) days after receipt by Sponsor of the final summary of work accomplished during the Study. This Agreement may be terminated by either party upon fourteen (14) weeks written notice.

17. RETURN OF PRODUCT. Upon termination of this Agreement, the Institution will return to the Sponsor all non-disposable Product, test kits, and packaging materials as well as all copies of drawings, specifications, manuals and other printed or reproduced material (including information stored on machine-readable media) provided by the Sponsor to the Institution or the Principal Investigator. The Sponsor may, at the Sponsor's option, request that such materials be destroyed. All equipment purchased with funds under this Agreement will become the property of Institution.

18. MISCELLANEOUS.

A. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 18(a) shall be binding upon the parties and their respective successors and assigns.

B. NOTICE. Any notice required or Permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address or facsimile number as set forth below, or as subsequently modified by written notice.

INSTITUTION:                                    SPONSOR:

University of Texas                             Northwest Bio therapeutics, Inc.
M.D. Anderson Cancer Center                     120 Northgate Plaza, Suite 200
1515 Holcombe Blvd., Box 202                    Seattle, WA 98125
Houston, Texas 77030

ATTENTION:  Donna Gilberg, C.P.A.               ATTENTION:  Daniel O. Wilds
            Manager, Grants &                               President and CEO
            Contracts Accounting

If by FAX:  (713) 796-0381                      If by FAX:  (206) 368-3026

If by express mail: same as address above       If by express mail: same address
                                                                    as above

C. ASSIGNMENT. The Institution agrees not to assign any of its rights or obligations under this Agreement to any other party without first obtaining the Sponsor's written approval. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

D. GOVERNING LAW; JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of Texas.

E. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

F. FORCE MAJEURE. Performance of this Agreement by each party shall be pursued with due diligence in all requirements hereof, however, neither party shall be liable to the other for any loss or damages for delay or for nonperformance due to causes not reasonably within its control. The party affected shall promptly notify the other in writing of the nature, cause, date of commencement thereof, the anticipated extent of such delay.

G. ENTIRE AGREEMENT. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.

The parties hereto have caused this Agreement to be executed on their behalf by their duly authorized representatives to he effective on the year and date first above written.

NORTHWEST BIOTHERAPEUTICS, INC.

By:      /s/ Daniel O. Wilds
   ------------------------------------

Name: Daniel O. Wilds

Title: President and Chief Executive
       Officer

Date:             12-16-99
     ----------------------------------

THE UNIVERSITY OF TEXAS, M.D.
ANDERSON CANCER CENTER

By:      /s/ Leonard A. Zwelling
   ------------------------------------

Name: Leonard A. Zwelling, M.D., M.B.A.

Title: Associate Vice President,
       Research Administration

Date:             12-28-99
     ----------------------------------

I have read this agreement and understood my obligations hereunder:

       /s/ Christos Papandreou               Date:           12-20-99
--------------------------------------            ------------------------------
Christos Papandreou, M.D., Ph.D.

PRINCIPAL INVESTIGATOR,
STUDY CHAIRMAN

      /s/ Christopher Logothetis             Reviewed and Approved
--------------------------------------
Christopher Logothetis, M.D.
Chairman, Department of Genitourinary
Medical Oncology


                                             Date:           12-28-99
                                                  ------------------------------
         /s/ Robert C. Bast
--------------------------------------
Robert C. Bast, Jr., M.D.
Head, Division of Medicine

EXHIBIT A

Northwest Biotherapeutics, Inc. Study Protocol No. DC1-HRPC

EXHIBIT B

M.D. Anderson Cancer Center Study Protocol No. ID99-333

Personnel Salary & Fringe                                             $149,117
Equipment                                                                2,453
Supplies                                                                 2,560
Patient Costs (Research Costs Only for 30 Patients)                     71,669
Subtotal:  Direct Costs                                                225,799
Indirect Costs                                                          39,294
TOTAL DIRECT + INDIRECT COSTS                                          265,093

Payment

The Institution will require the Principal Investigator to agree to use best efforts to complete the Study within the budgeted amount of eight thousand eight hundred thirty-six Dollars and 43/00 ($8,836.43) per patient up to a maximum of 30 patients, for a total estimated budget of two hundred sixty-five thousand ninety-three Dollars ($265,093) (hereinafter referred to as the "Total Estimated Budget") as itemized and set forth above.

Any expenditure for time and/or materials which is expected to increase the total amount for the completed Study to be invoiced by the Institution to Sponsor in excess of the Total Estimated Budget shall be approved in advance in writing by Sponsor. The Budget is based on a single Leukapheresis per patient. The Sponsor will pay for any additional Leukapheresis procedures and associated tests required for Leukapheresis when the Sponsor and Principal Investigator agree that additional Leukapheresis is required.

The Institution will invoice Sponsor on a calendar quarterly basis for expenses for work under this Agreement. The initial payment of twenty-five percent (25%) will be due within thirty (30) days of the signing of this agreement by the Sponsor and the Institution. Checks payable to the Institution shall be sent to:

The University of Texas
M.D. Anderson Cancer Center
Attn: Manager, Grants and Contracts Accounting P.O. Box 297402
Houston, Texas 77297

EXHIBIT D

PAYMENT SCHEDULE

The Company will pay to the Institution a total of eight thousand eight hundred thirty-six dollars and 43/00 ($8,836,43) for each patient who completes the Protocol and for whom the Company receives all reports required by the Protocol (the "Cost per Patient") up to a maximum of thirty (30) patients. The Company will make an initial payment of sixty-six thousand two hundred seventy-three dollars and 23/00 ($66,273.23) representing twenty-five percent (25%) of the Cost per Patient (the "Initial Payment") derived from Exhibit B and payable thirty (30) days after the execution of this Agreement. The Initial Payment will be credited toward the first 25% of the Cost per Patient that becomes due and payable by the Company. The Initial Payment will be refunded to the Company to the extent, it any, by which the initial Payment exceeds the total Cost per Patient that becomes due.

The Cost per Patient will become due as follows:

- 25% payable within 30 days of the Sponsor's and the Institution's execution of this agreement;

- Up to an aggregate of 60% will be payable in quarterly payments due within 30 days of receipt of Institution's detailed invoices;

- And, the final balance within 30 days of Sponsor's receipt of Institution's final report.

The amount payable by the Company will be pro-rated for any patient who fails to complete the Protocol. IN ALL CASES, PATIENT EXPENSES ELIGIBLE FOR THIRD-PARTY REIMBURSEMENT ARE THE RESPONSIBILITY OF THE INSTITUTION AND WILL NOT BE CHARGED TO THE SPONSOR.

The Company will withhold the final fifteen per cent (15%) of the total Cost per Patient until all Case Reports and the Clinical Trial summary report have been delivered to the Company, and both the Company and the Institution's IRB have been notified that the Clinical Trial has been completed.

Requests for payment must be in the form of a detailed invoice and submitted to Northwest Biotherapeutics, Inc. Except for the Initial Payment, the Company will not be obligated to make any payments until a detailed invoice has been received. All amounts due will be payable within thirty (30) days of receipt of the Institution's invoice.

Detailed Invoices shall be addressed to:

Dr. A.A. Elgamal
Sr. Manager of Clinical and Medical Affairs Northwest Biotherapeutics, Inc,
120 Northgate Plaza, Suite 200
Seattle, Washington 98020

EXHIBIT 10.15

NORTHWEST BIOTHERAPEUTICS, INC.

1998 STOCK OPTION PLAN

1. PURPOSES OF THE PLAN. The purposes of this 1998 Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options (as defined under Section 422 of the Code) or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan.

(b) "BOARD" means the Board of Directors of the Company.

(c) "CODE" means the Internal Revenue Code of 1986, as amended.

(d) "COMMITTEE" means the Committee appointed by the Board of Directors in accordance with Section 4(a) and (b) of the Plan.

(e) "COMMON STOCK" means the Common Stock of the Company.

(f) "COMPANY" means Northwest Biotherapeutics, Inc., a Delaware corporation.

(g) "CONSULTANT" means any person, including an advisor, who is engaged by the Company or any Parent or Subsidiary to render services and is compensated for such services, and any director of the Company whether compensated for such services or not.

(h) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Subsidiaries or their respective successors. For purposes of this Plan, a change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Status as an Employee or Consultant.

(i) "EMPLOYEE" means any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company, with the status of employment determined based upon such minimum number of hours or periods worked as shall be determined by the Administrator in its discretion, subject to any requirements of the Code. The payment of a director's fee to a director shall not be sufficient to constitute "employment" of such director by the Company.

(j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(k) "FAIR MARKET VALUE" means, as of any date, the fair market value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system including without limitation the National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported), as quoted on such system or exchange, or the exchange with the greatest volume of trading in Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is quoted on the Nasdaq System (but not on the National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the fair Market Value thereof shall be determined in good faith by the Administrator.

(l) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable written Option Agreement.

(m) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable written Option Agreement.

(n) "OPTION" means a stock option granted pursuant to the Plan.

(o) "OPTION AGREEMENT" means a written agreement between an Optionee and the Company reflecting the terms of an Option granted under the Plan and includes any documents attached to such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

(p) "OPTIONED STOCK" means the Common Stock subject to an Option.

(q) "OPTIONEE" means an Employee or Consultant who receives an Option.

(r) "PARENT" means a "parent corporation" whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

(s) "PLAN" means this 1998 Stock Option Plan.

(t) "REPORTING PERSON" means an officer, director, or greater than 10% stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

(u) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act, as the same may be amended from time to time, or any successor provision.

(v) "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.

(w) "STOCK EXCHANGE" means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

(x) "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares that may be optioned and sold under the Plan is 50,000 shares of Common Stock. The shares may be authorized, but unissued, or reacquired Common Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any shares of Common Stock which are retained by the Company upon exercise of an Option in order to satisfy the exercise or purchase price for such option or any withholding taxes due with respect to such exercise shall be treated as not issued and shall continue to be available under the Plan. Shares repurchased by the Company pursuant to any repurchase right which the Company may have shall not be available for future grant under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) INITIAL PLAN PROCEDURE. Prior to the date, if any, upon which the Company becomes subject to the Exchange Act, the Plan shall be administered by the Board or a Committee appointed by the Board.

(b) PLAN PROCEDURE AFTER THE DATE, IF ANY, UPON WHICH THE COMPANY BECOMES SUBJECT TO THE EXCHANGE ACT.

(i) MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule 16b-3, grants under the Plan may be made by different bodies with respect to directors, non-director officers and Employees or Consultants who are not Reporting Persons.

(ii) ADMINISTRATION WITH RESPECT TO REPORTING PERSONS. With respect to grants of Options to Employees who are Reporting Persons, such grants shall be made by (A) the Board if the Board may make grants to Reporting Persons under the Plan in compliance with Rule 16b-3, or (B) a Committee designated by the Board to make grants to Reporting Persons under the Plan, which Committee shall be constituted in such a manner as to permit grants under the Plan to comply with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly make grants to Reporting Persons under the Plan, all to the extent permitted by Rule 16b-3.

(iii) ADMINISTRATION WITH RESPECT TO CONSULTANTS AND OTHER Employees. With respect to grants of Options to Employees or Consultants who are not Reporting Persons, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the legal requirements relating to the administration of Incentive Stock Option plans, if any, of applicable corporate and securities laws, of the Code and of any applicable Stock Exchange (the "Applicable Laws"). Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws.

(c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any Stock Exchange, the Administrator shall have the authority, in its discretion:

(i) to determine the fair Market Value of the Common Stock, in accordance with Section 2(k) of the Plan;

(ii) to select the Consultants and Employees to whom Options may from time to time be granted hereunder;

(iii) to determine whether and to what extent Options are granted hereunder;

(iv) to determine the number of shares of Common Stock to be covered by each such Option granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option granted hereunder;

(vii) to determine whether and under what circumstances an Option may be settled in cash under Section 9(f) instead of Common Stock;

(viii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted;

(ix) To construe and interpret the terms of the Plan and Options granted under the Plan; and

(x) in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options to participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

(d) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations and interpretations of the Administrator shall be final and binding on all holders of Options.

5. ELIGIBILITY.

(a) RECIPIENTS OF GRANTS. Nonstatutory Stock Options may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an Option may, if he or she is otherwise eligible, be granted additional Options.

(b) TYPE OF OPTION. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such option.

(c) EMPLOYMENT RELATIONSHIP. The Plan shall not confer upon any Optionee any right with respect to continuation of employment or consulting relationship with the

Company, nor shall it interfere in any way with such Optionee's right or the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause.

6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company as described in Section 18 of the Plan. It shall continue in effect for a term of ten years unless sooner terminated under
Section 14 of the Plan.

7. TERM OF OPTION. The term of each Option shall be the term stated in the Option Agreement; provided, however, that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

8. OPTION EXERCISE PRICE AND CONSIDERATION.

(a) The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board and set forth in the applicable Option Agreement, but shall be subject to the following:

(i) In the case of an Incentive Stock Option that is:

(A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option that is:

(A) granted to a person who, at the time of the grant of such Option, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 1110% of the Fair Market Value per Share on the date of the grant.

(B) granted to any person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant.

(b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash, (2) check, (3) promissory note, if permitted by Company policy (subject to

the provisions of Section 153 of the Delaware General Corporation Law), (4) other Shares that (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender or such other period as may be required to avoid a charge to the Company's earnings, and (y) have a fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) authorization for the Company to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised, (6) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price and any applicable income or employment taxes, (7) delivery of an irrevocable subscription agreement for the Shares that irrevocably obligates the option holder to take and pay for the Shares not more than twelve months after the date of delivery of the subscription agreement, (8) any combination of the foregoing methods of payment, or (9) such other consideration and method of payment for the issuance of Shares to the extent permitted under the Applicable Laws. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

9. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE, RIGHTS AS A STOCKHOLDER. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and reflected in the Option Agreement, which may include vesting requirements and/or including performance criteria with respect to the Company and/or the Optionee; provided, however, that such Option shall become exercisable at the rate of at least 20% per year over five years from the date the Option is granted. In the event that any of the Shares issued upon exercise of an Option should be subject to a right of repurchase in the Company's favor, such repurchase right shall lapse at the rate of at least 20% per year over five years from the date the Option is granted. Notwithstanding the above, in the case of an Option granted to an officer, director or Consultant of the Company or any Parent or Subsidiary of the Company, the Option may become fully exercisable, or a repurchase right, if any, in favor of the Company shall lapse, at any time or during any period established by the Administrator.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, not withstanding the exercise of the Option. The Company shall issue (or

cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in
Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. Subject to Section 9(c) below, in the event of Termination of an Optionee's Continuous Status as an Employee or Consultant with the Company, such Optionee may, but only within three months (or such other period of time not less than 30 days as is determined by the Administrator, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option and not exceeding three months) after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. No termination shall be deemed to occur and this Section 9(b) shall not apply if
(i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

(e) DISABILITY OF OPTIONEE.

(i) Notwithstanding Section 9(b) above, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of his or her total and permanent disability (within the meaning of
Section 22(e)(3) of the Code), such Optionee may, but only within twelve months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate.

(ii) In the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of a disability which does not fall within the meaning of total and permanent disability (as set forth in Section 22(e)(3) of the Code), such Optionee may, but only within six months from the date of such termination (but in no event later than the expiration dale of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. However, to the extent that such Optionee fails to exercise an Option which is an Incentive Stock Option (within the meaning of Section 422 of the Code) within three months of the date of such termination, the Option will not qualify for Incentive Stock Option treatment under the Code. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option to the extent so entitled within six months from the date of termination, the Option shall terminate.

(d) DEATH OF OPTIONEE. In the event of the death of an Optionee during the period of Continuous Status as an Employee or Consultant since the date of grant of the Option, or within 30 days following termination of the Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within six months following the date of death (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), by such Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of death or, if earlier, the date of termination of the Optionee's Continuous Status as an Employee or Consultant. To the extent that the Optionee was not entitled to exercise the Option at the date of death or termination, as the case may be, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate.

(e) RULE 16b-3. Options granted to Reporting Persons shall comply with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption for Plan transactions.

10. STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS. At the discretion of the Administrator, Optionees may satisfy withholding obligations as provided in this paragraph. When an Optionee incurs tax liability in connection with art Option, which tax liability is subject to tax withholding under applicable tax laws, and the Optionee is obligated to pay the Company an amount required to be withheld under applicable tax laws, the Optionee may satisfy the withholding tax obligation by one or some combination of the following methods: (a) by cash or check payment, (b) out of the Optionee's current compensation, (c) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares that (i) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to or less than the Optionee's marginal tax rate times the ordinary income recognized, or (d) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option, if any, that number of Shares having a Fair Market Value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date").

Any surrender by a Reporting Person of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3.

All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:

(a) the election must be made on or prior to the applicable Tax Date;

(b) once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and

(c) all elections shall be subject to the consent or disapproval of the Administrator.

In the event the election to have Shares withheld is made by an Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Optionee shall receive the full number of Shares with respect to which the Option is exercised but such Optionee shall be unconditionally obligated to tender back, to the Company the proper number of Shares on the Tax Date.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER TRANSACTIONS.

(a) CHANGES IN CAPITALIZATION. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or liquidation of the Company, the Board shall notify the Optionee at least 15 days prior to such proposed action. To the extent it has not been previously exercised, the Option will terminate immediately prior to the consummation of such proposed action.

(c) MERGER OR SALE OF ASSETS. In the event of a proposed sale of a or substantially all of the Company's assets or a merger of the Company with or into another corporation where the successor corporation issues its securities to the Company's stockholders, each outstanding Option shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the successor corporation does not agree to assume the Option or to substitute an equivalent option, in which case such Option shall terminate upon the consummation of the merger or sale of assets. For purposes of this Section
11(c), an Option shall be considered assumed, without limitation, if, at

the time of issuance of the stock or other consideration upon such merger or sale of assets, each Optionee would be entitled to receive upon exercise of an Option the same number and kind of shares of stock or the same amount of property, cash or securities as the Optionee would have been entitled to receive upon the occurrence of such transaction if the Optionee had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the Option at such time (after giving effect to any adjustments in the number of Shares covered by the Option as provided for in this Section 11).

(d) CERTAIN DISTRIBUTIONS. In the event of any distribution to the Company's stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per share of Common Stock covered by each outstanding Option to reflect the effect of such distribution.

12. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised or purchased during the lifetime of the Optionee only by the Optionee.

13. TIME OF GRANTING, OPTIONS. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Board; provided, however, that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee's employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant.

14. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AUTHORITY TO-AMEND OR TERMINATE. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 of the Code (or any other applicable law or regulation, including the requirements of any Stock Exchange), the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b) EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination of the Plan shall adversely affect Options already granted, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company.

15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without

limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any Stock Exchange.

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law.

16. RESERVATION OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

17. OPTION AGREEMENTS. Options shall be evidenced by Option Agreements in such form(s) as the Administrator shall approve from time to time.

18. STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal law and the rules of any Stock Exchange upon which the Common Stock is listed. All Options issued under the Plan shall become void in the event such approval is not obtained.

19. INFORMATION AND DOCUMENTS TO OPTIONEES. The Company shall provide financial statements at least annually to each Optionee during the period such Optionee has one or more Options outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. In addition, at the time of issuance of any securities under the Plan, the Company shall provide to the Optionee a copy of the Plan and any agreement(s) pursuant to which securities granted under the Plan are issued.

NORTHWEST BIOTHERAPEUTICS, INC.

1998 STOCK OPTION PLAN

EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement ("Agreement") is made as of ____________, by and between Northwest Biotherapeutics, Inc., a Delaware corporation (the "Company"), and _______________ ("Purchaser"). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 1998 Stock Option Plan.

1. EXERCISE OF OPTION. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase __________ shares of the Common Stock (the "Shares") of the Company under and pursuant to the Company's 1998 Stock Option Plan (the "Plan") and the Stock Option Agreement dated _____________, (the "Option Agreement"). The purchase price for the Shares shall be $____________ per Share for a total purchase price of $_________________. The term "Shares" refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

2. TIME AND PLACE OF EXERCISE. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser's name) against payment of the exercise price therefor by Purchaser by (a) check made payable to the Company,
(b) cancellation of indebtedness of the Company to Purchaser, (c) delivery of shares of the Common Stock of the Company in accordance with Section 3 of the Option Agreement, (d) if permitted by Company policy and subject to the provisions of Section 153 of the Delaware General Corporation Law, delivery of a promissory note, in the form prescribed by the Company, or (e) a combination of the foregoing. If Purchaser delivers a promissory note as partial or full payment of the purchase price, Purchaser will also deliver a Pledge and Security Agreement in the form prescribed by the Company.

3. LIMITATIONS ON TRANSFER. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

(a) RIGHT OF FIRST REFUSAL. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this
Section 3(a) (the "Right of First Refusal").

(i) NOTICE OF PROPOSED TRANSFER. The Holder of the Shares shall deliver to the Company a written notice (the "Notice") stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the "Offered Price") and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).

(ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below.

(iii) PURCHASE PRICE. The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this
Section 3(a) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

(iv) PAYMENT. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(v) HOLDER'S RIGHT TO TRANSFER. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section
3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

(vi) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser's lifetime or on Purchaser's death by will or intestacy to Purchaser's Immediate Family (as defined below) a trust for the benefit of Purchaser's Immediate Family shall be exempt from the provisions of this Section 3(a). "Immediate Family" as used herein shall mean

spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this
Section 3.

(b) ASSIGNMENT. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any stockholder or stockholders of the Company or other persons or organizations; provided, however, that an assignee, other than a corporation that is the Parent or a 100% owned Subsidiary of the Company, must pay the Company, upon assignment of such right, cash equal to the difference between the original purchase price and Fair Market Value, if the original purchase price is less than the Fair Market Value of the Shares subject to the assignment.

(c) RESTRICTIONS BINDING ON TRANSFEREES. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.

(d) TERMINATION OF RIGHTS. The Right of First Refusal above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act").

(e) MARKET STANDOFF AGREEMENT. In connection with the initial public offering of the Company's securities and upon request of the Company or the underwriters managing such underwritten offering of the Company's securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company's initial public offering.

4. INVESTMENT AND TAXATION REPRESENTATIONS. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

(a) Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act.

(b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein.

(c) Purchaser understands that the Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale. Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of the Purchaser's control, and which the Company is under no obligation and may not be able to satisfy.

(d) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

(a) LEGENDS. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

(b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop

transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) REFUSAL TO TRANSFER. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

(d) REMOVAL OF LEGEND. When all of the following events have occurred, the Shares then held by Purchaser will no longer be subject to the legend referred to in Section 5(a)(ii): (i) the termination of the Right of First Refusal; and (ii) the expiration or termination of the market standoff provisions of Section 3(f) (and of any agreement entered pursuant to Section
3(f)). After such time, and upon Purchaser's request, a new certificate or certificates representing the Shares not repurchased shall be issued without the legend referred to in Section 5(a)(ii), and delivered to Purchaser.

6. NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Purchaser's employment or consulting relationship, for any reason, with or without cause.

7. MISCELLANEOUS.

(a) GOVERNING LAW. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law.

(b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

(c) SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(d) CONSTRUCTION. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly,

this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(e) NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice.

(f) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(g) SUCCESSORS AND ASSIGNS. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company's successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above.

COMPANY:

NORTHWEST BIOTHERAPEUTICS, INC.

Address: 120 Northgate Plaza, Suite 200 Seattle, Washington 98125

PURCHASER:

Address:

I, _______________________, spouse of _______________, have read and hereby approve the foregoing Agreement. In consideration of the Company's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or similar interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.

RECEIPT

The undersigned hereby acknowledges receipt of Certificate No. ______ for _______ shares of Common Stock of Northwest Biotherapeutics, Inc.

RECEIPT

Northwest Biotherapeutics, Inc. (the "Company" hereby acknowledges receipt of (check as applicable):

_____ A check in the amount of $__________

_____ The cancellation of indebtedness in the amount of $___________

_____ Certificate No. _____ representing ______ shares of the Company's Common Stock with a Fair Market Value of $__________

_____ A promissory note in the amount of $___________

given by Optionee as consideration for Certificate No. ______ for ___________ shares of Common Stock of the Company.

Dated:                              NORTHWEST BIOTHERAPEUTICS, INC.
      ---------------
                                    By:
                                        ---------------------------------
                                        Daniel O. Wilds
                                        President and Chief Executive Officer

EXHIBIT 10.16

NORTHWEST BIOTHERAPEUTICS, INC.

1999 EXECUTIVE STOCK OPTION PLAN

1. PURPOSES OF THE PLAN. The purposes of this 1999 Executive Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan shall be Nonstatutory Stock Options and subject to the applicable provisions of the Code, as amended, and the regulations promulgated thereunder.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan.

(b) "BOARD" means the Board of Directors of the Company.

(c) "CODE" means the Internal Revenue Code of 1986, as amended.

(d) "COMMITTEE" means the Committee appointed by the Board of Directors in accordance with Section 4(a) and (b) of the Plan.

(e) "COMMON STOCK" means the Common Stock of the Company.

(f) "COMPANY" means Northwest Biotherapeutics, Inc., a Delaware corporation.

(g) "CONSULTANT" means any person, including an advisor, who is engaged by the Company or any Parent or Subsidiary to render services and is compensated for such services, and any director of the Company whether compensated for such services or not.

(h) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Subsidiaries or their respective successors. For purposes of this Plan, a change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Status as an Employee or Consultant.

(i) "EMPLOYEE" means any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company, with the status of employment determined based upon such minimum number of hours or periods worked as shall be determined by the Administrator in its discretion, subject to any requirements of the Code. The payment of a director's fee to a director shall not be sufficient to constitute "employment" of such director by the Company.

(j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(k) "FAIR MARKET VALUE" means, as of any date, the fair market value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system including without limitation the National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported), as quoted on such system or exchange, or the exchange with the greatest volume of trading in Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is quoted on the Nasdaq System (but not on the National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(l) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an incentive stock option, as defined in Section 422 of the Code.

(m) "OPTION" means a stock option granted pursuant to the Plan.

(n) "OPTION AGREEMENT" means a written agreement between an Optionee and the Company reflecting the terms of an Option granted under the Plan and includes any documents attached to such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

(o) "OPTIONED STOCK" means the Common Stock subject to an Option.

(p) "OPTIONEE" means an Employee or Consultant who receives an Option.

(q) "PARENT" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

(r) "PLAN" means this 1999 Executive Stock Option Plan.

(s) "REPORTING PERSON" means an officer, director, or greater than 10% stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

(t) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act, as the same may be amended from time to time, or any successor provision.

(u) "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.

(v) "STOCK EXCHANGE" means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

(w) "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares that may be optioned and sold under the Plan is 586,166 shares of Common Stock. The shares may be authorized, but unissued, or reacquired Common Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any shares of Common Stock which are retained by the Company upon exercise of an Option in order to satisfy the exercise or purchase price for such Option or any withholding taxes due with respect to such exercise shall be treated as not issued and shall continue to be available under the Plan. Shares repurchased by the Company pursuant to any repurchase right which the Company may have shall not be available for future grant under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) INITIAL PLAN PROCEDURE. Prior to the date, if any, upon which the Company becomes subject to the Exchange Act, the Plan shall be administered by the Board or a Committee appointed by the Board.

(b) PLAN PROCEDURE AFTER THE DATE, IF ANY, UPON WHICH THE COMPANY BECOMES SUBJECT TO THE EXCHANGE ACT.

(i) MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule 16b-3, grants under the Plan may be made by different bodies with respect to directors, non-director officers and Employees or Consultants who are not Reporting Persons.

(ii) ADMINISTRATION WITH RESPECT TO REPORTING PERSONS. With respect to grants of Options to Employees who are Reporting Persons, such grants shall be made by (A) the Board if the Board may make grants to Reporting Persons under the Plan in compliance with Rule 16b-3, or (B) a Committee designated by the Board to make grants to Reporting Persons under the Plan, which Committee shall be constituted in such a manner as to permit grants under the Plan to comply with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly make grants to Reporting Persons under the Plan, all to the extent permitted by Rule 16b-3.

(iii) ADMINISTRATION WITH RESPECT TO CONSULTANTS AND OTHER EMPLOYEES. With respect to grants of Options to Employees or Consultants who are not Reporting Persons, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the legal requirements relating to the administration of Nonstatutory Stock Option plans, if any, of applicable corporate and securities laws, of the Code and of any applicable Stock Exchange (the "Applicable Laws"). Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws.

(c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any Stock Exchange, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(k) of the Plan;

(ii) to select the Consultants and Employees to whom Options may from time to time be granted hereunder;

(iii) to determine whether and to what extent Options are granted hereunder;

(iv) to determine the number of shares of Common Stock to be covered by each such Option granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option granted hereunder;

(vii) to determine whether and under what circumstances an Option may be settled in cash under Section 9(f) instead of Common Stock;

(viii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted;

(ix) to construe and interpret the terms of the Plan and Options granted under the Plan; and

(x) in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options to participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

(d) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations and interpretations of the Administrator shall be final and binding on all holders of Options.

5. ELIGIBILITY.

(a) RECIPIENTS OF GRANTS. Nonstatutory Stock Options may be granted to Employees and Consultants. An Employee or Consultant who has been granted an Option may, if he or she is otherwise eligible, be granted additional Options.

(b) TYPE OF OPTION. Each Option shall be designated in the Option Agreement as a Nonstatutory Stock Option.

(c) EMPLOYMENT RELATIONSHIP. The Plan shall not confer upon any Optionee any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with such Optionee's right or the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause.

6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company as described in Section 18 of the Plan. It shall continue in effect for a term of ten years unless sooner terminated under
Section 14 of the Plan.

7. TERM OF OPTION. The term of each Option shall be the term stated in the Option Agreement; provided, however, that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

8. OPTION EXERCISE PRICE AND CONSIDERATION.

(a) The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board and set forth in the applicable Option Agreement, however, in the case of a Nonstatutory Stock Option that is:

(i) granted to a person who, at the time of the grant of such Option, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant.

(ii) granted to any person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant.

(b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator and may consist entirely of (1) cash, (2) check, (3) promissory note, if permitted by Company policy (subject to the provisions of
Section 153 of the Delaware General Corporation Law), (4) other Shares that (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender or such other period as may be required to avoid a charge to the Company's earnings, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) authorization for the Company to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised, (6) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price and any applicable income or employment taxes, (7) delivery of an irrevocable subscription agreement for the Shares that irrevocably obligates the option holder to take and pay for the Shares not more than twelve months after the date of delivery of the subscription agreement, (8) any combination of the foregoing methods of payment, or (9) such other consideration and method of payment for the issuance of Shares to the extent permitted under the Applicable Laws. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

9. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and reflected in the Option Agreement, which may include vesting requirements and/or including performance criteria with respect to the Company and/or the Optionee; provided, however, that such Option shall become exercisable at the rate of at least 20% per year over five years from the date the Option is granted. In the event that any of the Shares issued upon exercise of an Option should be subject to a right of repurchase in the Company's favor,

such repurchase right shall lapse at the rate of at least 20% per year over five years from the date the Option is granted. Notwithstanding the above, in the case of an Option granted to an officer, director or Consultant of the Company or any Parent or Subsidiary of the Company, the Option may become fully exercisable, or a repurchase right, if any, in favor of the Company shall lapse, at any time or during any period established by the Administrator.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, not withstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in
Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. Subject to Section 9(c) below, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant with the Company, such Optionee may, but only within three months (or such other period of time not less than 30 days as is determined by the Administrator) after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. No termination shall be deemed to occur and this Section 9(b) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

(c) DISABILITY OF OPTIONEE.

(i) Notwithstanding Section 9(b) above, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of his or her total and permanent disability (within the meaning of
Section 22(e)(3) of the Code), such Optionee may, but only within twelve months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the

extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate.

(ii) In the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of a disability which does not fall within the meaning of total and permanent disability (as set forth in Section 22(e)(3) of the Code), such Optionee may, but only within six months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option to the extent so entitled within six months from the date of termination, the Option shall terminate.

(d) DEATH OF OPTIONEE. In the event of the death of an Optionee during the period of Continuous Status as an Employee or Consultant since the date of grant of the Option, or within 30 days following termination of the Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within six months following the date of death (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), by such Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of death or, if earlier, the date of termination of the Optionee's Continuous Status as an Employee or Consultant. To the extent that the Optionee was not entitled to exercise the Option at the date of death or termination, as the case may be, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate.

(e) RULE 16b-3. Options granted to Reporting Persons shall comply with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption for Plan transactions.

10. STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS. At the discretion of the Administrator, Optionees may satisfy withholding obligations as provided in this paragraph. When an Optionee incurs tax liability in connection with an Option, which tax liability is subject to tax withholding under applicable tax laws, and the Optionee is obligated to pay the Company an amount required to be withheld under applicable tax laws, the Optionee may satisfy the withholding tax obligation by one or some combination of the following methods: (a) by cash or check payment, (b) out of the Optionee's current compensation, (c) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares that (i) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to or less than the Optionee's marginal tax rate times the ordinary income recognized, or (d) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option, if any, that number of Shares having a Fair Market Value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares

to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date").

Any surrender by a Reporting Person of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3.

All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:

(a) the election must be made on or prior to the applicable Tax Date;

(b) once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and

(c) all elections shall be subject to the consent or disapproval of the Administrator.

In the event the election to have Shares withheld is made by an Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Optionee shall receive the full number of Shares with respect to which the Option is exercised but such Optionee shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER TRANSACTIONS.

(a) CHANGES IN CAPITALIZATION. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or liquidation of the Company, the Board shall notify the Optionee at least 15 days prior to such proposed action. To the extent it has not been previously exercised, the Option will terminate immediately prior to the consummation of such proposed action.

(c) MERGER OR SALE OF ASSETS. In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation where the successor corporation issues its securities to the Company's stockholders, each outstanding Option shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the successor corporation does not agree to assume the Option or to substitute an equivalent option, in which case such Option shall terminate upon the consummation of the merger or sale of assets. For purposes of this Section
11(c), an Option shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon such merger or sale of assets, each Optionee would be entitled to receive upon exercise of an Option the same number and kind of shares of stock or the same amount of property, cash or securities as the Optionee would have been entitled to receive upon the occurrence of such transaction if the Optionee had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the Option at such time (after giving effect to any adjustments in the number of Shares covered by the Option as provided for in this Section 11).

(d) CERTAIN DISTRIBUTIONS. In the event of any distribution to the Company's stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per share of Common Stock covered by each outstanding Option to reflect the effect of such distribution.

12. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised or purchased during the lifetime of the Optionee only by the Optionee.

13. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Board. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant.

14. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AUTHORITY TO AMEND OR TERMINATE. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 (or any other applicable law or regulation, including the requirements of any

Stock Exchange), the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b) EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination of the Plan shall adversely affect Options already granted, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company.

15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any Stock Exchange.

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law.

16. RESERVATION OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

17. OPTION AGREEMENTS. Options shall be evidenced by Option Agreements in such form(s) as the Administrator shall approve from time to time.

18. INFORMATION AND DOCUMENTS TO OPTIONEES. The Company shall provide financial statements at least annually to each Optionee during the period such Optionee has one or more Options outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. In addition, at the time of issuance of any securities under the Plan, the Company shall provide to the Optionee a copy of the Plan and any agreement(s) pursuant to which securities granted under the Plan are issued.

EXHIBIT 10.17

NORTHWEST BIOTHERAPEUTICS, INC.
2001 STOCK OPTION PLAN

ARTICLE 1. INTRODUCTION.

The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by encouraging the attraction and retention of Employees and Consultants with exceptional qualifications and linking Employees and Consultants directly to stockholder interests through increased stock ownership.

The Plan shall be governed by, and construed in accordance with, the laws of the State of Washington.

ARTICLE 2. ADMINISTRATION.

2.1 COMMITTEE COMPOSITION. The Plan shall be administered by the Committee. The Committee shall consist exclusively of two or more directors of the Company, who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy:

(a) Such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

(b) Such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code.

2.2 COMMITTEE RESPONSIBILITIES. The Committee shall (a) select the Employees and Consultants who are to receive Options under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of Options, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons.

ARTICLE 3. SHARES AVAILABLE FOR GRANTS.

3.1 BASIC LIMITATION. Common Shares issued pursuant to the Plan shall be authorized but unissued shares. The aggregate number of Common Shares issued pursuant to Options awarded under the Plan shall not exceed (a) __________ plus
(b) the additional Common Shares described in Section 3.2. As of January 1 of each year, commencing January 1, 2002, the aggregate number of Common Shares provided in the preceding sentence shall automatically increase by a number equal to the lesser of (a) 15 percent of the aggregate number of shares available for granting hereunder for the immediately preceding year, or

(b) _______________________________. The limitation of this Section 3.1 shall be subject to adjustment pursuant to Article 7.

3.2 ADDITIONAL SHARES. If Options are forfeited or terminate for any other reason before being exercised, then the corresponding Common Shares shall again become available for the grant of Options under the Plan.

ARTICLE 4. ELIGIBILITY.

4.1 NONSTATUTORY STOCK OPTIONS. Only Employees and Consultants shall be eligible for the grant of NSOs.

4.2 INCENTIVE STOCK OPTIONS. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the requirements set forth in Section 422(c)(6) of the Code are satisfied.

ARTICLE 5. OPTIONS.

5.1 STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

5.2 NUMBER OF SHARES. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option and shall provide for the adjustment of such number in accordance with Article 7. Options granted to any Optionee in a single fiscal year of the Company shall not cover more than 100,000 Common Shares, except that Options granted to a new Employee in the fiscal year of the Company in which his or her service as an Employee first commences shall not cover more than 200,000 Common Shares. The limitations set forth in the preceding sentence shall be subject to adjustment in accordance with Article 7.

5.3 EXERCISE PRICE. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price under an ISO shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant.

5.4 EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee's death, disability or retirement or other

events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee's service.

5.5 EFFECT OF CHANGE IN CONTROL. The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Common Shares subject to such Option in the event that a Change in Control occurs with respect to the Company provided that in the case of an ISO, the acceleration of exercisability shall not occur without the Optionee's written consent.

5.6 MODIFICATION OF OPTIONS. Within the limitations of the Plan, the Committee may modify outstanding options. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option.

5.7 BUYOUT PROVISIONS. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or
(b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.

ARTICLE 6. PAYMENT FOR OPTION SHARES.

6.1 GENERAL RULE. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased, except as follows:

(a) In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Article 6.

(b) In the case of an NSO, the Committee may at any time accept payment in any form(s) described in this Article 6.

6.2 SURRENDER OF STOCK. To the extent that this Section 6.2 is applicable, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Common Shares that are already owned by the Optionee. Such Common Shares shall be valued at their Fair Market Value on the date when the new Common Shares are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, Common Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

6.3 EXERCISE/SALE. To the extent that this Section 6.3 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all

or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company.

6.4 EXERCISE/PLEDGE. To the extent that this Section 6.4 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to pledge all or part of the Common Shares being purchased under the Plan to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company.

6.5 OTHER FORMS OF PAYMENT. To the extent that this Section 6.5 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules.

ARTICLE 7 PROTECTION AGAINST DILUTION.

7.1 ADJUSTMENTS. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a declaration of a dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of:

(a) The number of Options available for future grants under Article 3;

(b) The limitations set forth in Section 5.2;

(c) The number of Common Shares covered by each outstanding Option; or

(d) The Exercise Price under each outstanding Option.

Except as provided in this Article 7, an Optionee shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.

7.2 DISSOLUTION OR LIQUIDATION. To the extent not previously exercised, Options shall terminate immediately prior to the dissolution or liquidation of the Company.

7.3 REORGANIZATIONS. In the event that the Company is a party to a merger or other reorganization, outstanding Options shall be subject to the agreement of merger or reorganization. Such agreement shall provide for:

(a) The continuation of the outstanding Options by the Company, if the Company is a surviving corporation;

(b) The assumption of the outstanding Options by the surviving corporation or its parent or subsidiary;

(c) The substitution by the surviving corporation or its parent or subsidiary of its own options for the outstanding Options;

(d) Full exercisability or vesting and accelerated expiration of the outstanding Options; or

(e) Settlement of the full value of the outstanding Options in cash or cash equivalents followed by cancellation of such Options.

ARTICLE 8. LIMITATION ON RIGHTS.

8.1 RETENTION RIGHTS. Neither the Plan nor any Option granted under the Plan shall be deemed to give any individual a right to remain an Employee or Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Employee or Consultant at any time, with or without cause, subject to applicable laws, the Company's Articles of Incorporation and Bylaws and a written employment agreement (if any).

8.2 STOCKHOLDERS' RIGHTS. A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Option prior to the time when he or she becomes entitled to receive such Common Shares by filing a notice of exercise and paying the Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.

8.3 REGULATORY REQUIREMENTS. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Option prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

ARTICLE 9. WITHHOLDING TAXES.

9.1 GENERAL. To the extent required by applicable federal, state, local or foreign law, an Optionee or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan until such obligations are satisfied.

9.2 SHARE WITHHOLDING. The Committee may permit an Optionee to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash.

ARTICLE 10. FUTURE OF THE PLAN.

10.1 TERM OF THE PLAN. The Plan, as set forth herein, shall become effective upon approval by the Company's stockholders. The Plan shall remain in effect until it is terminated under Section 10.2, except that no ISOs shall be granted on or after the 10th anniversary of the later of (a) the date when the Board adopted the Plan or (b) the date when the Board adopted the most recent increase in the number of Common Shares available under Article 3 which was approved by the Company's stockholders.

10.2 AMENDMENT OR TERMINATION. The Board may, at any time and for any reason, amend or terminate the Plan. An amendment of the Plan shall be subject to the approval of the Company's stockholders to the extent required by applicable laws, regulations or rules. The termination of the Plan, or any amendment thereof, shall not affect any Option previously granted under the Plan.

ARTICLE 11. DEFINITIONS.

11.1 "AFFILIATE" means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.

11.2 "BOARD" means the Company's Board of Directors, as constituted from time to time.

11.3 "CHANGE IN CONTROL" shall mean:

(a) The execution of an agreement by the Company or the stockholders of the Company providing for the merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization;

(b) The execution of an agreement by the Company or the stockholder of the Company providing for the sale, transfer or other disposition of all or substantially all of the Company's assets;

(c) A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either
(i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change in Control (the "original directors") or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or

(d) Any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 40% of the total voting power represented by the Company's then outstanding voting securities. For purposes of this Subsection (d), the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction.

11.4 "CODE" means the Internal Revenue Code of 1986, as amended.

11.5 "COMMITTEE" means a committee of the Board, as described in Article 2.

11.6 "COMMON SHARE" means one share of the common stock of the Company, no par value per share.

11.7 "COMPANY" means Northwest Biotherapeutics, Inc., a Delaware corporation.

11.8 "CONSULTANT" means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor. Service as a Consultant shall be considered employment for all purposes of the Plan, except as provided in Section 4.2.

11.9 "EMPLOYEE" means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.

11.10 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

11.11 "EXERCISE PRICE" means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.

11.12 "FAIR MARKET VALUE" means the market price of Common Shares, determined by the Committee in good faith on such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in the Wall Street Journal. Such determination shall be conclusive and binding on all persons.

11.13 "ISO" means an incentive stock option described in Section 422(b) of the Code.

11.14 "NSO" means a stock option not described in Sections 422 or 423 of the Code.

11.15 "OPTION" means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares.

11.16 "OPTIONEE" means an individual or estate who holds an Option.

11.17 "PARENT" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

11.18 "PLAN" means this Northwest Biotherapeutics, Inc. 2001 Stock Option Plan, as amended from time to time.

11.19 "STOCK OPTION AGREEMENT" means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.

11.20 "SUBSIDIARY" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

EXHIBIT 10.18

NORTHWEST BIOTHERAPEUTICS, INC.

2001 NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

1. PURPOSES OF THE PLAN. The purposes of this 2001 Nonemployee Director Stock Incentive Plan (the "Plan") are to promote the long-term success of Northwest Biotherapeutics, Inc. (the "Company") by creating a long-term mutuality of interests between the nonemployee directors and stockholders of the Company, to provide an additional inducement for such directors to remain with the Company, and to provide a means through which the Company may attract able persons to serve as directors of the Company.

2. ADMINISTRATION.

a. The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board").

b. The Committee shall interpret the Plan and prescribe such rules, regulations and procedures in connection with the operations of the Plan as it shall deem to be necessary and advisable for the administration of the Plan consistent with the purposes of the Plan. All questions of interpretation and application of the Plan, or as to stock options granted under the Plan, shall be subject to the determination of the Committee, which shall be final and binding.

c. Notwithstanding the above, the selection of the directors to whom stock options are to be granted, the timing of such grants, the number of shares subject to any stock option, the exercise price of any stock option, the periods during which any stock option may be exercised and the term of any stock option shall be as hereinafter provided, and the Committee shall have no discretion as to such matters.

3. SHARES AVAILABLE UNDER THE PLAN. The aggregate number of shares which may be issued and as to which grants of stock options may be made under the Plan is 200,000 shares of the common stock of the Company (without taking into effect any split of such shares), $0.001 par value (the "Common Stock"), subject to adjustment and substitution as set forth in Section 6. If any stock option granted under the Plan is canceled by mutual consent or terminates or expires for any reason without having been exercised in full, the number of shares subject to such option shall again be available for purposes of the Plan. The shares which may be issued under the Plan may be authorized but unissued shares, treasury shares, or both.

4. GRANT OF STOCK OPTIONS. On the third business day following the day of each annual meeting of the stockholders of the Company, commencing in 2002, each person who is then a member of the Board and who is not then an employee of the Company or any of its subsidiaries and is not then an independent consultant (other than in his or her capacity as a member of the Board) to the Company or any of its subsidiaries (collectively a "Nonemployee Director") shall be granted, automatically and without further action by the Board or the Committee, a "nonstatutory

stock option" (i.e., a stock option which does not qualify under Section 422 or 423 of the Internal Revenue Code of 1986 (the "Code")) to purchase five thousand (5,000) shares of Common Stock, subject to adjustment and substitution as set forth in Section 6. If the number of shares then remaining available for the grant of stock options under the Plan at any time is not sufficient for each Nonemployee Director then eligible to be granted an option for five thousand (5,000) shares (or the number of adjusted or substituted shares pursuant to
Section 6), then each such Nonemployee Director shall be granted an option for a number of whole shares equal to the number of shares then remaining available divided by the number of Nonemployee Directors then eligible for grant of an option in accordance with this Section 4, disregarding any fractions of a share.

5. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock options granted under the Plan shall be subject to the following terms and conditions:

a. The purchase price at which each stock option may be exercised (the "Option Price") shall be one hundred percent (100%) of the fair market value of the shares of Common Stock covered by the stock option on the date of grant, determined as provided in Section 5.g.

b. The Option Price shall be paid in full upon exercise, in cash in United States dollars (including check, bank draft or money order); provided, however, that in lieu of such cash the person exercising the stock option may pay the Option Price in whole or in part by delivering to the Company shares of the Common Stock having a fair market value on the date of exercise of the stock option, determined as provided in Section 5.g, equal to the Option Price for the shares being purchased; except that (i) any portion of the Option Price representing a fraction of a share shall in any event be paid in cash, and (ii) no shares of the Common Stock which have been held for less than six months may be delivered in payment of the Option Price of a stock option. Delivery of shares may also be accomplished through the effective transfer to the Company of shares held by a broker or other agent. The Company will also cooperate with any person exercising a stock option who participates in a cashless exercise program of a broker or other agent under which all or part of the shares received upon exercise of the stock option are sold through the broker or other agent or under which the broker or other agent make a loan to such person. Notwithstanding the foregoing, the exercise of the stock option shall not be deemed to occur and no shares of Common Stock will be issued by the Company upon exercise of the stock option until the Company has received payment of the Option Price in full. The date of exercise of a stock option shall be determined under procedures established by the Committee, and as of the date of exercise, the person exercising the stock option shall be considered for all purposes to be the owner of the shares of Common Stock with respect to which the stock option has been exercised. Payment of the Option Price with shares shall not increase the number of shares of the Common Stock which may be issued under the Plan as provided in
Section 3.

c. No stock option shall be exercisable during the first six months of its term except in case of death as provided in Section 5.e. Subject to the preceding sentence and subject to Section 5.e, which provides for earlier termination of a stock option under certain circumstances, each stock option shall be exercisable for ten years from the date of grant and not thereafter. A stock option to the extent exercisable at any time may be exercised in whole or in part.

d. No stock option shall be transferable by the grantee otherwise than by will, or if the grantee dies intestate, by the laws of descent and distribution of the state of domicile of the grantee at the time of death.

e. If a grantee ceases to be a director of the Company for any reason, any outstanding stock options held by the grantee shall be exercisable according to the following provisions:

(i) If a grantee ceases to be a director of the Company for any reason other than resignation, removal for cause, or death, any outstanding stock option held by such grantee shall be exercisable by the grantee (but only if exercisable by the grantee immediately prior to ceasing to be director) at any time prior to the expiration date of such stock option or within three years after the date the grantee ceases to be a director, whichever is the shorter period;

(ii) If during his term of office as a director a grantee resigns from the Board or is removed from office for cause, any outstanding stock option held by the grantee which is not exercisable by the grantee immediately prior to resignation or removal shall terminate as of the date of resignation or removal, and any outstanding stock option held by the grantee which is exercisable by the grantee immediately prior to resignation or removal shall be exercisable by the grantee at any time prior to the expiration date of such stock option or within three months after the date of resignation or removal of the grantee, whichever is the shorter period;

(iii) Following the death of a grantee during service as a director of the Company, any outstanding stock option held by the grantee at the time of death (whether or not exercisable by the grantee immediately prior to death) shall be exercisable by the person entitled to do so under the will of the grantee, or, if the grantee shall fail to make testamentary disposition of the stock option or shall die intestate, by the legal representative of the grantee at any time prior to the expiration date of such stock option or within three years after the date of death of the grantee, whichever is the shorter period; and

(iv) Following the death of a grantee after ceasing to be a director and during a period when a stock option is exercisable under clause (ii) above, the stock option shall be exercisable by such person entitled to do so under the will of the grantee or by such legal representative at any time prior to the expiration date of the stock option or within one year after the date of death, whichever is the shorter period.

A stock option held by a grantee who has ceased to be a director of the Company shall terminate upon the expiration of the applicable exercise period, if any, specified in this Section 5.e.

f. All stock options shall be confirmed by an agreement, or an amendment thereto, which shall be executed on behalf of the Company by the Chief Executive Officer (if other than the President), the President or any Vice President and by the grantee.

g. Fair market value of the Common Stock shall be the mean between the following prices, as applicable, for the date as of which fair market value is to be determined, as quoted in The Wall Street Journal (or in such other reliable publication as the Committee, in its discretion, may determine to rely upon): (i) if the Common Stock is listed on the New York Stock Exchange, the highest and lowest sales prices per share of the Common Stock as quoted in the NYSE-Composite Transactions listing for such date, (ii) if the Common Stock is not listed on such exchange, the highest and lowest sales prices per share of the Common Stock for such date on (or on any composite index including) the principal United States securities exchange registered under the 1934 Act on which the Common Stock is listed, or (iii) if the Common Stock is not listed on any such exchange, the highest and lowest sales prices per share of the Common Stock for such date on the National Association of Securities Dealers Automated Quotations System or any successor system then in use ("NASDAQ"). If there are no such sale price quotations for the date as of which fair market value is to be determined but there are such sale price quotations within a reasonable period both before and after such date, then fair market value shall be determined by taking a weighted average of the means between the highest and lowest sales prices per share of the Common Stock as so quoted on the nearest date before and the nearest date after the date as of which fair market value is to be determined. The average should be weighted inversely by the respective numbers of trading days between the selling dates and the date as of which fair market value is to be determined. If there are no such sale price quotations on or within a reasonable period both before and after the date as of which fair market value is to be determined, then fair market value of the Common Stock shall be the mean between the bona fide bid and asked prices per share of Common Stock as so quoted for such date on NASDAQ, or if none, the weighted average of the means between such bona fide bid and asked prices on the nearest trading date before and the nearest trading date after the date as of which fair market value is to be determined, if both such dates are within a reasonable period. The average is to be determined in the manner described above in this Section 5.g. If the fair market value of the Common Stock cannot be determined on the basis previously set forth in this Section 5.g for the date as of which fair market value is to be determined, the Committee shall in good faith determine the fair market value of the Common Stock on such date. Fair market value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse.

h. The obligation of the Company to issue shares of the Common Stock under the Plan shall be subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Company, (ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock may then be listed and (iii) all other applicable laws, regulations, rules and orders which may then be in effect.

Subject to the foregoing provision of this Section 5 and the other provisions of the Plan, any stock option granted under the Plan shall be subject to such restrictions and other terms and conditions, if any, as shall be determined, in its discretion, by the Committee and set forth in the agreement referred to in Section 5.f, or an amendment thereto.

6. ADJUSTMENT AND SUBSTITUTION OF SHARES. If a dividend or other distribution shall be declared upon the Common Stock payable in shares of the Common Stock, then (i) the number of shares of the Common Stock set forth in
Section 4, (ii) the number of shares of the Common Stock

then subject to any outstanding stock options, and (iii) the number of shares of the Common Stock which may be issued under the Plan but are not then subject to outstanding stock options on the date fixed for determining the stockholders entitled to receive such stock dividend or distribution, shall be adjusted by adding thereto the number of shares of the Common Stock which would have been distributable thereon if such shares had been outstanding on such date.

If the outstanding shares of the Common Stock shall be changed into or exchangeable for a different number or kind of shares of stock or other securities of the Company or another Company, whether through reorganization, reclassification, recapitalization, stock split up, combination of shares, merger or consolidation, then there shall be substituted for each share of the Common Stock set forth in Section 4, for each share of the Common Stock subject to any then outstanding stock option and for each share of the Common Stock which may be issued under the Plan but which is not then subject to any outstanding stock option, the number and kind of shares of stock or other securities into which each outstanding share of the Common Stock shall be so changed or for which each such share shall be exchangeable.

In case of any adjustment or substitution as provided for in the first two paragraphs of this Section 6, the aggregate Option Price for all shares subject to each then outstanding stock option prior to such adjustment or substitution shall be the aggregate Option Price for all shares of stock or other securities (including any fraction) to which such shares shall have been adjusted or which shall have been substituted for such shares. Any new Option Price per share shall be carried to at least three decimal places with the last decimal place rounded upwards to the nearest whole number.

If the outstanding Common Stock shall be changed in value by reason of any spin-off, split off or split up, or dividend in partial liquidation, dividend in property other than cash or extraordinary distribution to holders of the Common Stock, the Committee shall make any adjustments to any then outstanding stock option which it determines are equitably required to prevent dilution or enlargement of the rights of grantees which would otherwise result from any such transaction.

No adjustment or substitution provided for in this Section 6 shall require the Company to issue or sell a fraction of a share or other security. Accordingly, all fractional shares or other securities which result from any such adjustment or substitution shall be eliminated and not carried forward to any subsequent adjustment or substitution.

Except as provided in this Section 6, a grantee shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.

7. EFFECT OF THE PLAN ON THE RIGHTS OF COMPANY AND SHAREHOLDERS. Nothing in the Plan, in any stock option granted under the Plan, or in any stock option agreement shall confer any right to any person to continue as a director of the Company or interfere in any way with the rights of the stockholders of the Company or the Board to elect and remove directors.

8. AMENDMENT AND TERMINATION. The right to amend or to terminate the Plan at any time are hereby specifically reserved to the Board; provided that no such termination shall terminate any outstanding stock options granted under the Plan; and provided further that no amendment of the Plan shall be made without shareholder approval if shareholder approval of the amendment is at the time required for stock options under the Plan to qualify for any exemption from
Section 16(b) of the 1934 Act provided by Rule 16b-3, or any successor rule, or by the rules of any stock exchange on which the Common Stock may then be listed. No amendment or termination of the Plan shall, without the written consent of the holder of a stock option theretofore awarded under the Plan, adversely affect the rights of such holder with respect thereto.

EXHIBIT 10.19

NORTHWEST BIOTHERAPEUTICS, INC.

EMPLOYEE STOCK PURCHASE PLAN

SECTION 1. PURPOSE OF THE PLAN

The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under
Section 423 of the Code.

SECTION 2. ADMINISTRATION OF THE PLAN

(a) COMMITTEE COMPOSITION. The Plan shall be administered by the Committee.

(b) COMMITTEE RESPONSIBILITIES. The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons.

SECTION 3. ENROLLMENT AND PARTICIPATION

(a) OFFERING PERIODS. While the Plan is in effect, two Offering Periods shall commence in each calendar year. The Offering Periods shall consist of the six-month periods commencing on each April 1 and October 1. The Plan shall become effective upon the consummation of a firm underwritten public offering of the Company's common stock.

(b) ENROLLMENT. Any individual who, on the day preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by executing the enrollment form prescribed for this purpose by the Committee. The enrollment form shall be filed with the Company at the prescribed location not later than three (3) days prior to the commencement of such Offering Period.

(c) DURATION OF PARTICIPATION. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she ceases to be an Eligible Employee, withdraws from the Plan under Section 5(a) or reaches the end of the Offering Period in which his or her employee contributions were discontinued under Section 4(d) or 8(b). A Participant who discontinued employee contributions under Section 4(d) or withdrew from the Plan under Section 5(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (b) above. A Participant whose employee contributions were discontinued automatically under Section 8(b) shall automatically resume

participation at the beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an Eligible Employee.

SECTION 4. EMPLOYEE CONTRIBUTIONS

(a) FREQUENCY OF PAYROLL DEDUCTIONS. A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions, as designated by the Participant pursuant to Subsection (b) below, shall occur on each payday during participation in the Plan.

(b) AMOUNT OF PAYROLL DEDUCTIONS. An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee's Compensation, but not less than one percent (1%) nor more than ten percent (10%).

(c) CHANGING WITHHOLDING RATE. If a Participant wishes to change the rate of payroll withholding, he or she may do so by filing a new enrollment form with the Company at the prescribed location at any time. The new withholding rate shall be effective as soon as reasonably practicable after such form has been received by the Company.

(d) DISCONTINUING PAYROLL DEDUCTIONS. If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing a new enrollment form with the Company at the prescribed location at any time. Payroll withholding shall cease as soon as reasonably practicable after such form has been received by the Company. (In addition, employee contributions may be discontinued automatically pursuant to Section 8(b).) A Participant who has discontinued employee contributions may resume such contributions by filing a new enrollment form with the Company at the prescribed location. Payroll withholding shall resume as soon as reasonably practicable after such form has been received by the Company.

(e) LIMIT ON NUMBER OF ELECTIONS. No Participant shall make more than four (4) elections under Subsection (c) or (d) above during any Offering Period.

SECTION 5. WITHDRAWAL FROM THE PLAN

(a) WITHDRAWAL. A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company at the prescribed location at any time before the last day of an Offering Period. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participant's Plan Account shall be refunded to him or her in cash, without interest. No partial withdrawals shall be permitted.

(b) RE-ENROLLMENT AFTER WITHDRAWAL. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 3(c). Re-enrollment may be effective only at the commencement of an Offering Period.

SECTION 6. CHANGE IN EMPLOYMENT STATUS

(a) TERMINATION OF EMPLOYMENT. Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 5(a). (A transfer from one Participating Company to another shall not be treated as a termination of employment.)

(b) LEAVE OF ABSENCE. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate 90 days after the Participant goes on a leave, unless a contract or statute guarantees his or her right to return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.

(c) DEATH. In the event of the Participant's death, the amount credited to his or her Plan Account shall be paid to a beneficiary designated by him or her for this purpose on the prescribed form or, if none, to the Participant's estate. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant's death.

SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES

(a) PLAN ACCOUNTS. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is deducted from the Participant's Compensation under the Plan, such amount shall be credited to the Participant's Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company's general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.

(b) PURCHASE PRICE. The Purchase Price for each share of Stock purchased at the close of an Offering Period shall be the lower of:

(i) 85% of the Fair Market Value of such share on the last trading day in such Offering Period; or

(ii) 85% of the Fair Market Value of such share on the last trading day before the commencement of such Offering Period.

(c) NUMBER OF SHARES PURCHASED. As of the last day of each Offering Period, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance with
Section 5(a). The amount then in the Participant's Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant's Plan Account. The foregoing notwithstanding, no Participant shall purchase more than one thousand (1,000) shares of Stock with respect to any Offering Period nor more than the amounts of Stock set forth in Sections 8(b)

and 13(a). Any fractional share, as calculated under this Subsection (c), shall be rounded down to the next lower whole share.

(d) AVAILABLE SHARES INSUFFICIENT. In the event that the aggregate number of shares that all Participants elect to purchase during an Offering Period exceeds the maximum number of shares remaining available for issuance under Section 13(a), then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction, the numerator of which is the number of shares that such Participant has elected to purchase and the denominator of which is the number of shares that all Participants have elected to purchase.

(e) ISSUANCE OF STOCK. Certificates representing the shares of Stock purchased by a Participant under the Plan shall be issued to him or her as soon as reasonably practicable after the close of the applicable Offering Period, except that the Committee may determine that such shares shall be held for each Participant's benefit by a broker designated by the Committee (unless the Participant has elected that certificates be issued to him or her). Shares may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse as joint tenants with right of survivorship or as community property.

(f) UNUSED CASH BALANCES. Any amount remaining in the Participant's Plan Account that represents the Purchase Price for a fractional share shall be carried over in the Participant's Plan Account to the next Offering Period. Any amount remaining in the Participant's Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) above, Section 8(b) or Section 13(a) shall be refunded to the Participant in cash, without interest.

(g) STOCKHOLDER APPROVAL. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company's stockholders have approved the adoption of the Plan.

SECTION 8. LIMITATIONS ON STOCK OWNERSHIP.

(a) FIVE PERCENT LIMIT. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing more than 5% of the total combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply:

(i) Ownership of stock shall be determined after applying the attribution rules of Section 424(d) of the Code;

(ii) Each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this or any other plan; and

(iii) Each Participant shall be deemed to have the right to purchase one thousand (1,000) shares of Stock under this Plan with respect to each Offering Period.

(b) DOLLAR LIMIT. Any other provision of the Plan notwithstanding, no Participant shall purchase Stock with a Fair Market Value in excess of the following limit:

(i) In the case of Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased in the current calendar year under this Plan.

(ii) In the case of Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased under this Plan in the current calendar year and in the immediately preceding calendar year.

For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each case as of the beginning of the Offering Period in which such Stock is purchased. If a Participant is precluded by this Subsection
(b) from purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Offering Period ending in the next calendar year (if he or she then is an Eligible Employee).

SECTION 9. RIGHTS NOT TRANSFERABLE

The rights of any Participant under the Plan, or any Participant's interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by beneficiary designation or the laws of descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by beneficiary designation or the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 5(a).

SECTION 10. NO RIGHTS AS AN EMPLOYEE

Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.

SECTION 11. NO RIGHTS AS A STOCKHOLDER

A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the last day of the applicable Offering Period.

SECTION 12. SECURITIES LAW REQUIREMENTS

Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company's securities may then be traded.

SECTION 13. STOCK OFFERED UNDER THE PLAN

(a) AUTHORIZED SHARES. The aggregate number of shares of Stock available for purchase under the Plan shall be Five Hundred Thousand (500,000) subject to adjustment pursuant to this Section 13.

(b) ANTIDILUTION ADJUSTMENTS. The aggregate number of shares of Stock offered under the Plan, the one thousand (1,000) share limitation described in
Section 7(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the Committee for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Company's stockholders or a similar event.

(c) REORGANIZATIONS. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period then in progress shall terminate and shares shall be purchased pursuant to Section 7, unless the Plan is assumed by the surviving corporation or its parent corporation pursuant to the plan of merger or consolidation. The Plan shall in no event be construed to restrict in any way the Company's right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

SECTION 14. AMENDMENT OR DISCONTINUANCE

The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Except as provided in Section 13, any increase in the aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by a vote of the stockholders of the Company. In addition, any other amendment of the Plan shall be subject to approval by a vote of the stockholders of the Company to the extent required by an applicable law or regulation.

SECTION 15. DEFINITIONS

(a) "BOARD" means the Board of Directors of the Company, as constituted from time to time.

(b) "CODE" means the Internal Revenue Code of 1986, as amended.

(c) "COMMITTEE" means the Compensation Committee of the Board.

(d) "COMPANY" means Northwest Biotherapeutics, Inc., a Delaware corporation.

(e) "COMPENSATION" means (i) the total compensation paid in cash to a Participant by a Participating Company, including salaries, wages, bonuses, incentive compensation, commissions, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under Section 401(k) or 125 of the Code. "Compensation" shall exclude all non-cash items, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, and similar items. The Committee shall determine whether a particular item is included in Compensation.

(f) "CORPORATE REORGANIZATION" means:

(i) The consummation of a merger or consolidation of the Company with or into another entity, or any other corporate reorganization; or

(ii) The sale, transfer or other disposition of all or substantially all of the Company's assets or the complete liquidation or dissolution of the Company.

(g) "ELIGIBLE EMPLOYEE" means any employee of a Participating Company whose customary employment is for more than five months per calendar year and for more than 20 hours per week.

The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country which has jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan.

(h) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(i) "FAIR MARKET VALUE" means the market price of Stock, determined by the Committee as follows:

(i) If Stock was traded on The Nasdaq National Market on the date in question, then the Fair Market Value shall be equal to the last sale price quoted for such date by The Nasdaq National Market;

(ii) If Stock was traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for such date; or

(iii) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in the Wall Street Journal or as reported directly to the Company by Nasdaq or a stock exchange. Such determination shall be conclusive and binding on all persons.

(j) "OFFERING PERIOD" means a six-month period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to
Section 3(a).

(k) "PARTICIPANT" means an Eligible Employee who elects to participate in the Plan, as provided in Section 3(b).

(l) "PARTICIPATING COMPANY" means (i) the Company and (ii) each present or future Subsidiary designated by the Committee as a Participating Company.

(m) "PLAN" means this Northwest Biotherapeutics, Inc. Employee Stock Purchase Plan, as it may be amended from time to time.

(n) "PLAN ACCOUNT" means the account established for each Participant pursuant to Section 7(a).

(o) "PURCHASE PRICE" means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 7(b).

(p) "STOCK" means the Common Stock of the Company, no par value per share.

(q) "SUBSIDIARY" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

EXHIBIT 10.20

NORTHWEST BIOTHERAPEUTICS, INC.

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

MARCH ___, 1999

TABLE OF CONTENTS

                                                                                          Page
                                                                                          ----
1.      Registration Rights................................................................1

        1.1    Definitions.................................................................2
        1.2    Company Registration........................................................2
        1.3    Obligations of the Company..................................................3
        1.4    Furnish Information.........................................................4
        1.5    Expenses of Registration....................................................4
        1.6    Underwriting Requirements...................................................4
        1.7    Delay of Registration.......................................................5
        1.8    Indemnification.............................................................5
        1.9    Reports Under Securities Exchange Act of 1934...............................7
        1.10   Assignment of Registration Rights...........................................8
        1.11   "Market Stand-Off" Agreement................................................8
        1.12   Termination of Registration Rights..........................................9

2.      Covenants of the Company...........................................................9

        2.1    Delivery of Financial Statements............................................9
        2.2    Inspection..................................................................9
        2.3    Termination of Covenants...................................................10

3.      Covenants of Investors............................................................10

4.      Miscellaneous.....................................................................10

        4.1   Successors and Assigns......................................................10
        4.2   Amendments and Waivers......................................................10
        4.3   Notices.....................................................................10
        4.4   Severability...............................................................101
        4.5   Governing Law...............................................................11
        4.6   Counterparts................................................................11
        4.7   Titles and Subtitles........................................................11
        4.8   Aggregation of Stock........................................................11

NORTHWEST BIOTHERAPEUTICS, INC.

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

This Investors' Rights Agreement (the "Agreement") is made as of the _____ day of March, 1999, by and among Northwest Biotherapeutics, Inc., a Delaware corporation (the "Company"), the Series A Preferred Stock investors listed on Exhibit A hereto, each of which is herein referred to as a "Series A Investor," the Series B Preferred Stock investors listed on Exhibit B hereto, each of which is herein referred to as a "Series B Investor," and the Series C Preferred Stock investors listed on Exhibit C hereto, each of which is herein referred to as a "Series C Investor." The Series A Investors, Series B Investors and Series C Investors are herein individually referred to as an "Investor" and collectively referred to as the "Investors."

RECITALS

A. The Company, the Series A Investors and the Series B Investors entered into an Investors' Rights Agreement dated as of September 15, 1998 (the "Original Rights Agreement") in order to provide such Investor with certain rights to receive or inspect information pertaining to the Company.

B. The Series C Investors have subscribed for shares of Series C Preferred Stock pursuant to the Confidential Private Placement Memorandum dated November 16, 1998 and the subscription agreement related thereto (collectively, the "Subscription Agreements"). A condition to the Series C Investors' obligations under the Subscription Agreements is that the Company, the Series A Investors, the Series B Investors and the Series C Investors enter into this Agreement in order to provide the Investors with (i) certain rights to register shares of the Company's Common Stock issuable upon conversion of the Preferred Stock held by the Investors and (ii) certain rights to receive or inspect information pertaining to the Company.

C. The Company, the Series A Investors and the Series B Investors desire to induce the Series C Investors to purchase shares of Series C Preferred Stock pursuant to the Subscription Agreements by agreeing to the terms and conditions set forth herein.

D. The Series A Investors and the Series B Investors are holders of at least a majority of the outstanding Registrable Securities (as defined below) and desire to terminate the Original Rights Agreement in its entirety and accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Original Rights Agreement.

AGREEMENT

The parties hereby agree as follows:

1. REGISTRATION RIGHTS. The Company and the Investors covenant and agree as follows:

1.1 DEFINITIONS. For purposes of this Section 1:

(a) The terms "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the declaration or ordering of effectiveness of such registration statement or document;

(b) The term "Registrable Securities" means (i) the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock of the Company and (ii) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i); provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale;

(c) The number of shares of "Registrable Securities then outstanding" shall be determined by the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities;

(d) The term "Holder" means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with
Section 1.10 of this Agreement;

(e) The term "SEC" means the Securities and Exchange Commission; and

(f) The term "IPO" means a firm commitment underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement on Form S-I under the Securities Act.

1.2 COMPANY REGISTRATION. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would

be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 4.3, the Company shall, subject to the provisions of
Section 1.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

1.3 OBLIGATIONS OF THE COMPANY. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days. The Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for up to one hundred twenty (120) days.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make

the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for one hundred twenty (120) days.

(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

1.4 FURNISH INFORMATION. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities.

1.5 EXPENSES OF REGISTRATION. All expenses for each Holder (which right may be assigned as provided in Section 1.10), other than underwriting discounts and commissions incurred in connection with the first four (in the aggregate) registrations, filings or qualifications of Registrable Securities pursuant to Section 1.2, including (without limitation) all registration, filing, and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

1.6 UNDERWRITING REQUIREMENTS. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such

quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.

1.7 DELAY OF REGISTRATION. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.8 INDEMNIFICATION. In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such

Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.8(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this subsection 1.8(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder.

(c) Promptly after receipt by an indemnified party under this
Section 1.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying

party of any liability to the indemnified party under this Section 1.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8.

(d) If the indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any contribution by a Holder under this Subsection 1.8(d) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) The obligations of the Company and Holders under this Section 1.8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.9 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied

with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

1.10 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to register Registrable Securities pursuant to this Section I may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of at least 100,000 shares of such securities unless such transferee or assignee is a partner or affiliate of the Holder in which case no minimum shareholdings are required, or all of such transferring Holder's securities, if less than 100,000 shares, provided the Company is promptly furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

1.11 "MARKET STAND-OFF" AGREEMENT. Each Holder hereby agrees that, during the period of duration (up to 180 days in the case of an initial public offering and up to 90 days in the case of all other public offerings) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that all officers and directors of the Company enter into similar agreements.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.11.

Notwithstanding the foregoing, the obligations described in this
Section 1.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

1.12 TERMINATION OF REGISTRATION RIGHTS. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of an IPO, or (ii) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder's shares during a three (3)-month period without registration.

2. COVENANTS OF THE COMPANY.

2.1 DELIVERY OF FINANCIAL STATEMENTS. The Company shall deliver to each Holder of at least 100,000 shares of Registrable Securities (other than a Holder reasonably deemed by the Company to be a competitor of the Company):

(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company;

(b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; and

(c) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis.

2.2 INSPECTION. The Company shall permit each Holder of at least 100,000 shares of Registrable Securities (except for a Holder reasonably deemed by the Company to be a competitor of the Company), at such Holder's expense, to visit and inspect the Company's properties, to examine its books of account and records and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall not be obligated pursuant to this
Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

2.3 TERMINATION OF COVENANTS.

(a) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of an

IPO, or (ii) when the Company shall sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) or effect any other transaction or Series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, provided that this subsection (ii) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Corporation.

(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.3(a) above.

3. COVENANTS OF INVESTORS. The Investor may be permitted, subject to compliance with applicable securities laws, to sell, transfer, distribute or grant participations to another person or party with respect to any or all the Securities in order to satisfy the requirements of the U.S. Internal Revenue Service.

4. MISCELLANEOUS.

4.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of the Preferred Stock or any class or Series or any Common Stock issued upon conversion thereof). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.2 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company.

4.3 NOTICES. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or fax, or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth on the signature page or on Exhibit A, Exhibit B and Exhibit C hereto or as subsequently modified by written notice.

4.4 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of

the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

4.5 GOVERNING LAW. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of laws.

4.6 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.7 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.8 AGGREGATION OF STOCK. All shares of the Preferred Stock held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

[Signature page follows]

EXHIBIT 10.21

NORTHWEST BIOTHERAPEUTICS, INC.

SERIES D
INVESTORS' RIGHTS AGREEMENT

OCTOBER , 2000

TABLE OF CONTENTS

                                                                     PAGE
                                                                     ----
1.    Registration Rights.........................................    1
1.1   Definitions.................................................    1
1.2   Company Registration........................................    2
1.3   Obligations of the Company..................................    2
1.4   Furnish Information.........................................    3
1.5   Expenses of Registration....................................    3
1.6   Underwriting Requirements...................................    3
1.7   Delay of Registration.......................................    3
1.8   Indemnification.............................................    4
1.9   Reports Under Securities Exchange Act of 1934...............    5
1.10  Assignment of Registration Rights...........................    6
1.11  "Market Stand-Off" Agreement................................    6
1.12  Termination of Registration Rights..........................    7
2.    Covenants of the Company....................................    7
2.1   Delivery of Financial Statements............................    7
2.2   Inspection..................................................    7
2.3   Termination of Covenants....................................    7
3.    Covenants of Investors......................................    7
4.    Miscellaneous...............................................    7
4.1   Successors and Assigns......................................    7
4.2   Amendments and Waivers......................................    8
4.3   Notices.....................................................    8
4.4   Severability................................................    8
4.5   Governing Law...............................................    8
4.6   Counterparts................................................    8
4.7   Titles and Subtitles........................................    8
4.8   Aggregation of Stock........................................    8

NORTHWEST BIOTHERAPEUTICS, INC.

SERIES D
INVESTORS' RIGHTS AGREEMENT

This Series D Investors' Rights Agreement (the "Agreement") is made as of the day of , 2000, by and among Northwest Biotherapeutics, Inc., a Delaware corporation (the "Company"), and the Series D Preferred Stock investors listed on Exhibit A hereto, each of which is herein referred to as a "Series D Investor."

RECITALS

A. The Company and its Series A Investors, Series B Investors and Series C Investors entered into an Investors' Rights Agreement dated as of February 1999 (the "Amended and Restated Rights Agreement") in order to provide such investors with certain rights to receive or inspect information pertaining to the Company.

B. The Series D Investors have subscribed for shares of Series D Preferred Stock pursuant to the Confidential Private Placement Memorandum dated October 2000 and the stock purchase agreement related thereto (collectively, the "Subscription Agreements"). A condition to the Series D Investors' obligations under the Subscription Agreements is that the Company and the Series D Investors enter into this Agreement in order to provide the Series D Investors with (i) certain rights to register shares of the Company's Common Stock issuable upon conversion of the Series D Preferred Stock held by the Series D Investors and
(ii) certain rights to receive or inspect information pertaining to the Company.

AGREEMENT

The parties hereby agree as follows:

1. Registration Rights. The Company and the Series D Investors covenant and agree as follows:

1.1 Definitions. For purposes of this Section 1:

(a) The terms "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the declaration or ordering of effectiveness of such registration statement or document;

(b) The term "Registrable Securities" means (i) the shares of Common Stock issuable or issued upon conversion of the Series D Preferred Stock of the Company and (ii) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i); provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale;

(c) The number of shares of "Registrable Securities then outstanding" shall be determined by the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities;

(d) The term "Holder" means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.10 of this Agreement;

(e) The term "SEC" means the Securities and Exchange Commission; and

(f) The term "IPO" means a firm commitment underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement on Form S-1 under the Securities Act.

1.2 Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 4.3, the Company shall, subject to the provisions of Section 1.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

1.3 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days. The Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for up to one hundred twenty (120) days.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering, each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as

then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for one hundred twenty (120) days.

(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this
Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwritten the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountant, of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

1.4 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities.

1.5 Expenses of Registration. All expenses for each Holder (which right may be assigned as provided in Section 1.10), other than underwriting discounts and commissions incurred in connection with the first four (in the aggregate) registrations, filings or qualifications of Registrable Securities pursuant to Section 1.2, including (without limitation) all registration, filing, and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

1.6 Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder's securities are included. For purposes of the

preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.

1.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.8 Indemnification. In the event any Registrable Securities an included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.8(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder,

which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this subsection 1.8(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder.

(c) Promptly after receipt by an indemnified party under this
Section 1.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8.

(d) If the indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any contribution by a Holder under this subsection 1.8(d) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties, relative intent knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) The obligations of the Company and Holders under this Section 1.8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.9 Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the

Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

1.10 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of at least 275,350 shares of such securities unless such transferee or assignee is a partner or affiliate of the Holder in which case no minimum shareholdings are required, or all of such transferring Holder's securities, if less than 275,350 shares, provided, the Company is promptly furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who arc partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

1.11 "Market Stand-Off" Agreement. Each Holder hereby agrees that, during the period of duration (up to 180 days in the case of an initial public offering and up to 90 days in the case of all other public offerings) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that all officers and directors of the Company enter into similar agreements.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.11.

Notwithstanding the foregoing, the obligations described in this
Section 1.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

1.12 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of
(i) five (5) years following the consummation of an IPO, or (ii) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder's shares during a three
(3)-month period without registration.

2. Covenants of the Company.

2.1 Delivery of Financial Statements. The Company shall deliver to each Holder of at least 165,000 shares of Registrable Securities (other than a Holder reasonably deemed by the Company to be a competitor of the Company):

(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement or stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company;

(b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, and

(c) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis.

2.2 Inspection. The Company shall permit each Holder of at least 165,000 shares of Registrable Securities (except for a Holder reasonably deemed by the Company to be a competitor of the Company), at such Holder's expense, to visit and inspect the Company's properties, to examine its books of account and records and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Series D Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information,

2.3 Termination of Covenants.

(a) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of an IPO, or (ii) when the Company shall sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) or effect any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, provided that this subsection (ii) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Corporation.

(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.3(a) above.

3. Covenants of Investors. The Series D Investor may be permitted, subject to compliance with applicable securities laws, to sell, transfer, distribute or grant participations to another person or party with respect to any or all the Securities in order to satisfy the requirements of the U.S. Internal Revenue Service.

4. Miscellaneous.

4.1 Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of the Preferred Stock or any class or series or

any Common Stock issued upon conversion thereof). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.2 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each bolder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company.

4.3 Notices. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or fax, or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth on the signature page or on Exhibit A hereto or as subsequently modified by written notice.

4.4 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the patties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement,
(b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

4.5 Governing Law. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of laws.

4.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.7 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.8 Aggregation of Stock. All shares of the Preferred Stock held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights tinder this Agreement.

[Signature page follows]

The parties have executed this Investors' Rights Agreement as of the date first above written.

COMPANY:                                               SERIES D INVESTOR:
NORTHWEST BIOTHERAPEUTICS, INC.                        By:
By:                                                    -----------------------------------------------------
                                                       Name:----------------------------------------------
-----------------------------------------------------         (print)
    Daniel O. Wilds, President                         Title:-----------------------------------------------
Address:  21720 23rd Drive S.E., Suite 100
           Bothell, Washington 98021
Fax:      (206) 368-3026