{"id":42394,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-commercialization-agreement-dendreon-corp-and-kirin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-commercialization-agreement-dendreon-corp-and-kirin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-commercialization-agreement-dendreon-corp-and-kirin.html","title":{"rendered":"Joint Commercialization Agreement &#8211; Dendreon Corp. and Kirin Brewery Co. Ltd."},"content":{"rendered":"<pre>\n                       Joint Commercialization Agreement\n\n                                    Between\n\n                              Dendreon Corporation\n\n                                      And\n\n                             Kirin Brewery Co. Ltd.\n\n\n[ * ] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n \n                               TABLE OF CONTENTS\n\n \n                                                                                     PAGE\n                                                                                \n ARTICLE 1   DEFINITIONS...........................................................    1\n       1.1   'Active Party'........................................................    1\n       1.2   'Affiliate'...........................................................    1\n       1.3   'Allowable Expenses'..................................................    1\n       1.4   'Collaboration Discoveries'...........................................    2\n       1.5   'Collaboration Patent'................................................    2\n       1.6   'Collaboration Product'...............................................    2\n       1.7   'Collaboration Technology'............................................    2\n       1.8   'Commercialization Budget'............................................    2\n       1.9   'Commercialization Plan'..............................................    2\n      1.10   'Controlled'..........................................................    2\n      1.11   'Dendreon Antigen'....................................................    2\n      1.12   'Dendreon Improvement'................................................    2\n      1.13   'Dendreon Know-How'...................................................    2\n      1.14   'Dendreon Patents'....................................................    2\n      1.15   'Dendreon Product'....................................................    3\n      1.16   'Dendritic Cell'......................................................    3\n      1.17   'Development Budget'..................................................    3\n      1.18   'Development Plan'....................................................    3\n      1.19   'Drug Approval Application'...........................................    3\n      1.20   'Field'...............................................................    3\n      1.21   'Inactive Party'......................................................    3\n      1.22   'Information'.........................................................    3\n      1.23   'Joint Commercialization Committee' or 'JCC'..........................    3\n      1.24   'Joint Development Committee' or 'JDC'................................    3\n      1.25   'Joint Territory'.....................................................    4\n      1.26   'Kirin Antigen'.......................................................    4\n      1.27   'Kirin Improvements'..................................................    4\n      1.28   'Kirin Know-How'......................................................    4\n      1.29   'Kirin Patents'.......................................................    4\n \n\n[ * ] = Certain confidential information contained in this document, marked\nby brackets, has been omitted and filed separately with the Securities and\nExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as\namended.\n\n                                       i\n\n \n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n\n \n                                                                                     PAGE\n                                                                                \n\n      1.30   'Kirin Product'.......................................................    4\n      1.31   'Marketing Profits'...................................................    4\n      1.32   'Net Revenue'.........................................................    4\n      1.33   'Patent'..............................................................    4\n      1.34   'Patent Costs'........................................................    5\n      1.35   'Pre-Reconciliation Profit'...........................................    5\n      1.36   'Product'.............................................................    5\n      1.37   'Reasonable Efforts'..................................................    5\n      1.38   'Regulatory Approval'.................................................    5\n      1.39   'Separation Devices'..................................................    5\n      1.40   'Sublicensee'.........................................................    5\n      1.41   'Sublicense Revenues'.................................................    5\n      1.42   'Third Party'.........................................................    5\n      1.43   'Third Party Royalties'...............................................    5\n ARTICLE 2   JOINT DEVELOPMENT.....................................................    6\n       2.1   Overview..............................................................    6\n       2.2   Joint Development Committee...........................................    6\n       2.3   JDC Meetings..........................................................    6\n       2.4   Decision-Making and Issue Resolution..................................    6\n       2.5   Joint Development.....................................................    6\n       2.6   Development Plans and Budgets.........................................    7\n       2.7   Costs of Joint Development............................................    7\n       2.8   Reimbursement of Development Costs....................................    8\n       2.9   Audit Rights..........................................................    8\n      2.10   Manufacture and Supply................................................    8\n ARTICLE 3   JOINT COMMERCIALIZATION...............................................    8\n       3.1   Overview..............................................................    8\n       3.2   Joint Commercialization Committee.....................................    9\n       3.3   JCC Meetings..........................................................    9\n       3.4   Decision-Making and Issue Resolution..................................    9\n \n\n[ * ] = Certain confidential information contained in this document, marked\nby brackets, has been omitted and filed separately with the Securities and\nExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as\namended.\n\n                                       ii\n\n \n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n\n \n                                                                                     PAGE\n                                                                                \n\n       3.5   Commercialization Program.............................................    9\n       3.6   Sublicensees..........................................................    9\n ARTICLE 4   RIGHTS AND LICENSES...................................................   10\n       4.1   Commercial License to Dendreon........................................   10\n       4.2   Commercial License to Kirin...........................................   10\n       4.3   License Limitations and Covenants.....................................   10\n       4.4   Restrictions on Sale..................................................   10\n       4.5   Use of Separation Devices by Kirin Collaborators......................   10\n ARTICLE 5   PROFIT SHARING........................................................   11\n       5.1   Share of Marketing Profits............................................   11\n       5.2   Calculation of Marketing Profits......................................   11\n       5.3   Reconciliation Payments...............................................   12\n       5.4   Term of Profit Sharing................................................   12\n ARTICLE 6   SINGLE PARTY DEVELOPMENT AND COMMERCIALIZATION........................   13\n       6.1   Single Party Development and Commercialization........................   13\n       6.2   Royalties.............................................................   13\n       6.3   Recovery of Investments...............................................   13\n       6.4   Royalty Reduction.....................................................   14\n       6.5   Payment of Royalties..................................................   14\n       6.6   Manner of Payment.....................................................   14\n       6.7   Reports...............................................................   14\n       6.8   Withholding of Taxes..................................................   14\n ARTICLE 7   CONFIDENTIALITY.......................................................   15\n       7.1   Confidentiality; Exceptions...........................................   15\n       7.2   Authorized Disclosure.................................................   15\n       7.3   Survival..............................................................   15\n ARTICLE 8   INTELLECTUAL PROPERTY.................................................   16\n       8.1   Ownership and Patent Prosecution......................................   16\n       8.2   Patent Infringement in the Joint Territory............................   16\n       8.3   Defense and Settlement of Third Party Claims in the Joint Territory...   16\n \n\n[ * ] = Certain confidential information contained in this document, marked\nby brackets, has been omitted and filed separately with the Securities and\nExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as\namended.\n\n                                      iii\n\n \n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n\n \n                                                                                     PAGE\n                                                                                \n\nARTICLE 9    REPRESENTATIONS AND WARRANTIES........................................   17\nARTICLE 10   REPORTS, RECORDS AND SAMPLES..........................................   17\n      10.1   Sharing of Information................................................   17\n      10.2   Records and Audit.....................................................   17\n      10.3   Materials.............................................................   18\n      10.4   Publicity Review......................................................   18\n      10.5   Publications..........................................................   18\nARTICLE 11   TERM AND TERMINATION..................................................   19\n      11.1   Term..................................................................   19\n      11.2   Termination of Joint Development and\/or Joint Commercialization.......   19\n      11.3   Termination for Breach................................................   19\n      11.4   Surviving Rights......................................................   19\nARTICLE 12   INDEMNIFICATION.......................................................   19\n      12.1   Indemnification by Kirin..............................................   19\n      12.2   Indemnification by Dendreon...........................................   19\nARTICLE 13   MISCELLANEOUS.........................................................   20\n      13.1   Assignment............................................................   20\n      13.2   Retained Rights.......................................................   20\n      13.3   Force Majeure.........................................................   20\n      13.4   Further Actions.......................................................   20\n      13.5   No Trademark Rights...................................................   20\n      13.6   Notices...............................................................   20\n      13.7   Dispute Resolution....................................................   21\n      13.8   Waiver................................................................   22\n      13.9   Severability..........................................................   22\n     13.10   Ambiguities...........................................................   22\n     13.11   Entire Agreement......................................................   22\n     13.12   Headings..............................................................   22\n\n\n[ * ] = Certain confidential information contained in this document, marked\nby brackets, has been omitted and filed separately with the Securities and\nExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as\namended.\n\n                                       iv\n\n \nCertain confidential information contained in this document, marked by brackets,\nhas been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                                                   Exhibit 10.18\n                       JOINT COMMERCIALIZATION AGREEMENT\n\n     This Joint Commercialization Agreement (the 'Agreement') is made and\nentered into effective as of February 1, 2000 (the 'Effective Date') by and\nbetween Dendreon Corporation, a Delaware corporation having its principal place\nof business at 3005 1st Avenue, Seattle, Washington, U.S.A. ('Dendreon'), and\nKirin Brewery Co., Ltd., a corporation organized under Japanese laws having its\nprincipal place of business at 10-1, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan\n('Kirin').  Dendreon and Kirin may be referred to herein collectively as the\n'Parties' or individually as a 'Party.'\n\n                                    Recitals\n\n     A.  Kirin and Dendreon entered into a Collaborative License Agreement on\nDecember 10, 1998 (hereinafter defined as the 'License Agreement').\n\n     B.  Kirin and Dendreon entered into a Research and License Agreement on\nFebruary 1, 1999 (hereinafter defined as the 'Research and License Agreement'),\npursuant to which the Parties agreed to conduct collaborative research to create\nimprovements to Dendreon's dendritic cell technology and develop new dendritic\ncell-based immunotherapy products.\n\n     C.  Pursuant to the terms of the License Agreement and the Research and\nLicense Agreement, the Parties desire to collaborate in the joint clinical\ndevelopment and commercialization of Kirin Products and Collaboration Products\n(as defined below) in the European Union.\n\n     Now, Therefore, the Parties agree as follows:\n\n                                   ARTICLE 1\n\n                                  DEFINITIONS\n\n\n\n     The following capitalized terms shall have the following meanings when used\nin this Agreement:\n\n     1.1   'Active Party' shall have the meaning set forth in Section 6.1.\n\n     1.2   'Affiliate' means, with respect to a particular Party, a person,\ncorporation or other entity that, directly or indirectly, through one or more\nintermediaries, controls, is controlled by or is under common control with such\nParty. For the purposes of this definition, 'control' means the direct or\nindirect ownership by a Party of at least fifty percent (50%) of the outstanding\nvoting securities of the controlled entity; provided, that in any country where\nthe law does not permit foreign equity ownership of at least fifty percent\n(50%), then with respect to corporations organized under such country's laws,\n'control' shall mean the direct or indirect \n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       1\n\n \nownership by a Party of outstanding voting securities of such corporation at the\nmaximum amount permitted by the law of such country.\n\n     1.3   'Allowable Expenses' means, with respect to a particular Kirin\nProduct or Collaboration Product sold in the Joint Territory, the costs and\nexpenses associated with such Product that the Parties have agreed in either the\napplicable Development Budget or the applicable Commercialization Budget shall\nbe deducted from Net Revenue for the purposes of calculating the Marketing\nProfits for such Product.\n\n     1.4   'Collaboration Discoveries' means any Information that is created,\ndeveloped or discovered pursuant to a Party's activities under the Research\nProgram (as defined in the Research and License Agreement). It is agreed that\nall Dendreon Technology and Kirin Technology are excluded from the definition of\n'Collaboration Discoveries.'\n\n     1.5   'Collaboration Patent' means any Patent or application for a Patent\nthat claims an invention in Collaboration Discoveries, which Patents shall be\nlisted on Exhibit A promptly after filing, and Kirin shall use reasonable\nefforts to amend such Exhibit A from time to time to reflect any changes.\n\n     1.6   'Collaboration Product' means any commercial product that comprises\nor contains, or is developed or manufactured based on or utilizing or is derived\nfrom, the Collaboration Technology or any part thereof, but excluding all Kirin\nProducts and Dendreon Products (as such terms are defined in the License\nAgreement).\n\n     1.7   'Collaboration Technology' means the Collaboration Discoveries and\nCollaboration Patents, either collectively or any part thereof.\n\n     1.8   'Commercialization Budget' shall have the meaning set forth in\nSection 3.5.\n\n     1.9   'Commercialization Plan' means, with respect to a particular\nCollaboration Product or Kirin Product, the plan prepared by the JCC and\napproved by the Parties, pursuant to Section 3.5, setting forth the detailed\nplan and Commercialization Budget for the Parties' joint efforts to market,\npromote and sell such product in the Joint Territory. \n\n     1.10  'Controlled' means, with respect to a particular item, material, or\nintellectual property right, that a Party owns or has a license under such item,\nmaterial or intellectual property right and has the ability to grant to the\nother Party access to and\/or a license or sublicense under such item, material\nor intellectual property right as provided for herein without violating the\nterms of any agreement or other arrangement with, or the rights of, any Third\nParty.\n\n     1.11   'Dendreon Antigen' means an antigen that is claimed by a patent or\nis otherwise covered by intellectual property rights that are Controlled by\nDendreon.\n\n     1.12   'Dendreon Improvement' shall have the meaning assigned to such term\nin the License Agreement.\n\n     1.13   'Dendreon Know-How' shall have the meaning assigned to such term in\nthe License Agreement.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       2\n\n \n     1.14   'Dendreon Patents' shall have the meaning assigned to such term in\nthe License Agreement.\n\n     1.15   'Dendreon Product' means: (a) any therapeutic product comprising\nDendritic Cells that have been activated or loaded with a specific antigen,\nengineered antigen or antigen gene, (including without limitation Dendreon\nAntigen), for use in human therapy by infusion into a patient, which product has\nbeen developed by Dendreon based on the Dendreon Technology; or (b) any service\nprovided by or on behalf of Dendreon to a patient that utilizes the Dendreon\nTechnology and involves isolation or preparation of Dendritic Cells, activation\nor loading with specific antigen, engineered antigen or antigen gene, (including\nwithout limitation Dendreon Antigen), and infusion of such activated or antigen\nloaded Dendritic Cells into a patient.\n\n     1.16   'Dendritic Cell' means a human dendritic cell or other antigen-\npresenting cell or other cells from which dendritic cells can be derived.\n\n     1.17   'Development Budget' shall have the meaning assigned to such term in\nSection 2.6.\n\n     1.18   'Development Plan' means, with respect to a particular Collaboration\nProduct or Kirin Product, the plan prepared by the JDC and approved by the\nParties, pursuant to Section 3.6, setting forth the detailed plan, Development\nBudget and process for the Parties' collaborative and joint efforts to conduct\nclinical development of, and seek Regulatory Approval for, such Product in the\nJoint Territory.\n\n     1.19   'Drug Approval Application' means an application for Regulatory\nApproval required before commercial sale or use of a Product as a drug in a\nregulatory jurisdiction.\n\n     1.20   'Field' means the development, manufacture, use and sale of products\nthat generally utilize dendritic cell separation, antigen engineering, and\nantigen delivery to dendritic cells, for use in human therapies and that are\nbased on, comprise, utilize or are derived from the Kirin Technology or the\nCollaboration Technology.\n\n     1.21   'Inactive Party' shall have the meaning set forth in Section 6.1.\n\n     1.22   'Information' means any and all information and data of any kind,\nincluding without limitation techniques, inventions, practices, methods,\nknowledge, know-how, skill, experience, test data (including pharmacological,\ntoxicological and clinical test data), analytical and quality control data,\nmarketing, cost, sales and manufacturing data and descriptions, compositions,\nand assays.\n\n     1.23   'Joint Commercialization Committee' or 'JCC' means the committee\nestablished by the Parties pursuant to Section 3.3 to manage, direct and oversee\nthe joint commercialization by the Parties of Collaboration Products and Kirin\nProducts in the Joint Territory.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       3\n\n \n     1.24   'Joint Development Committee' or 'JDC' means the committee\nestablished by the Parties pursuant to Section 2.2 to manage, direct and oversee\nthe joint development by the Parties of Collaboration Products and Kirin\nProducts in the Joint Territory.\n\n     1.25   'Joint Territory' means the countries that are members of the\nEuropean Union, as such union is constituted at the applicable time.\n\n     1.26   'Kirin Antigen' means an antigen that is claimed by a patent or is\notherwise covered by intellectual property rights that are Controlled by Kirin.\n\n     1.27   'Kirin Improvements' shall have the meaning assigned to such term in\nthe License Agreement.\n\n     1.28   'Kirin Know-How' shall have the meaning assigned to such term in the\nLicense Agreement.\n\n     1.29   'Kirin Patents' shall have the meaning assigned to such term in the\nLicense Agreement.\n\n     1.30   'Kirin Product' means: (a) any therapeutic product developed by or\non behalf of Kirin based on, derived from or incorporating the Dendreon\nTechnology that comprises Dendritic Cells that have been activated or loaded\nwith a specific antigen, engineered antigen or antigen gene, (including without\nlimitation a Kirin Antigen), for use in human therapy by infusion into a\npatient; or (b) any service provided by or on behalf of Kirin to a patient that\ninvolves isolation or preparation of Dendritic Cells, activation or loading of a\nspecific antigen, engineered antigen or antigen gene, (including without\nlimitation a Kirin Antigen), and infusion of such activated or antigen loaded\nDendritic Cells into a patient, wherein such service is based on, utilizes,\ncomprises or is derived from the Dendreon Technology.\n\n     1.31   'Marketing Profits' means, with respect to a particular Kirin\nProduct or Collaboration Product sold in the Joint Territory, an amount equal\nto: (i) the Net Revenue for such Kirin Product or Collaboration Product in the\nJoint Territory less all Allowable Expenses incurred by the Parties with respect\nto such Kirin Product or Collaboration Product, plus (ii) Sublicense Revenues.\n\n     1.32   'Net Revenue' means the total revenue received by a Party for sale\nor other disposition of a Product by such Party or an Affiliate or Sublicensee\nof such Party to a Third Party less the following to the extent actually\nincurred or allowed with respect to such sale or disposition: (i) reasonable\ncosts paid, if any, by the Party to a Third Party on account of apheresis\nperformed as part of or in association with the Product; (ii) discounts,\nincluding cash discounts, or rebates, retroactive price reductions or allowances\nactually allowed or granted from the billed amount; (iii) credits or allowances\nactually granted upon claims, rejections or returns of Products, including\nrecalls, regardless of the Party requesting such; (iv) freight, postage,\nshipping and insurance charges paid for delivery of Product, to the extent\nbilled; and (v) taxes, duties or other governmental charges levied on or\nmeasured by the billing amount when included in billing, as adjusted for rebates\nand refunds.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       4\n\n \n     1.33   'Patent' means (i) a valid and enforceable patent, including any\nextension, registration, confirmation, reissue, re-examination or renewal\nthereof; and (ii) to the extent valid and enforceable rights are granted by a\ngovernmental authority thereunder, a patent application.\n\n     1.34   'Patent Costs' means the fees and expenses paid to outside legal\ncounsel and other Third Parties, and filing and maintenance expenses, incurred\nin connection with the establishment, maintenance of rights under Patents\napplicable to Products including the costs of patent interference proceedings.\n\n     1.35   'Pre-Reconciliation Profit' shall have the meaning assigned to it in\nSection 5.2(c).\n\n     1.36   'Product' means a Collaboration Product or a Kirin Product.\n\n     1.37   'Reasonable Efforts' shall mean efforts and resources commonly used\nin the research-based pharmaceutical industry for the research, development and\ncommercialization of a product at a similar stage in its product life taking\ninto account the establishment of the product in the marketplace, the\ncompetitiveness of the marketplace, the proprietary position of the product, the\nregulatory structure involved, the profitability of the product and other\nrelevant factors.\n\n     1.38   'Regulatory Approval' means any approvals, licenses, registrations\nor authorizations of any federal, state or local regulatory agency, department,\nbureau or other government entity, necessary for the manufacture, use, storage,\nimport, transport or sale of Products in a regulatory jurisdiction.\n\n     1.39   'Separation Devices' means any Dendreon device, including all\ncontainers and proprietary reagents comprising such device, that is intended for\nuse by Dendreon and its licensees for the isolation and purification of\nDendritic Cells for use in human therapy by activation or loading with specific\nantigen, engineered antigen or antigen gene, and infusion into a patient.\n\n     1.40   'Sublicensee' shall mean any Third Party expressly licensed by a\nParty to make and sell one or more Products. A Sublicensee shall not include\ndistributors or sales agents that do no more than purchase and resell finished\nProducts on behalf of a Party.\n\n     1.41   'Sublicense Revenues' means all revenues received by either Party\nfrom Third Parties from sublicensing of the manufacture, use and sale of Kirin\nProducts or Collaboration Products for sale in the Joint Territory.\n\n     1.42   'Third Party' means any entity other than Dendreon or Kirin or an\nAffiliate of Dendreon or Kirin.\n\n     1.43   'Third Party Royalties' means all royalties payable by either of the\nParties to Third Parties in respect of the manufacture, use or sale of Kirin\nProducts or Collaboration Products in the Joint Territory.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       5\n\n \n                                   ARTICLE 2\n\n                               JOINT DEVELOPMENT\n\n\n     2.1  Overview.  Dendreon and Kirin agree that they will jointly develop\nKirin Products and Collaboration Products in the Joint Territory pursuant to the\nterms of this Agreement. All such joint development efforts of the Parties, or\neither Party, shall be in accordance with the Development Plan for each Kirin\nProduct or Collaboration Product. Except as otherwise provided in this\nAgreement, each Party agrees that neither Party may clinically develop a Kirin\nProduct or Collaboration Product for sale or distribution in the Joint\nTerritory, or license any Third Party to do so, except jointly with the other\nParty pursuant to this Agreement. However, as discussed further in Article 6, it\nis agreed that, if one Party determines that it does not wish to proceed with\nsuch joint development of a particular Product, the other Party shall be\npermitted to do so on its own pursuant to the terms of Article 6.\n\n     2.2  Joint Development Committee.  The Parties shall form a Joint\nDevelopment Committee for the development of such Kirin Product or Collaboration\nProduct, comprised of six (6) members, with three (3) members being appointed\nand replaced by Dendreon and three (3) members being appointed and replaced by\nKirin. The Parties may subsequently agree to change the size of the JDC, as\nappropriate to meet the needs of the Parties in managing the joint efforts under\nthis Agreement. The JDC shall (a) prepare the Development Plan for the Kirin\nProduct or Collaboration Product, and modify or amend it as appropriate, based\non the results of the development efforts on such product, during the\ndevelopment process; and (b) perform such other duties and obligations as the\nParties specifically delegate to it in writing by mutual written agreement of\nthe Parties.\n\n     2.3  JDC Meetings.  JDC meetings shall take place at such mutually\nconvenient times and places as determined by the JDC, with the expectation that\nmeetings will alternate between appropriate offices of each Party. The JDC shall\ndetermine the frequency of its meetings and how such meetings will be conducted\nand recorded.\n\n     2.4  Decision-Making and Issue Resolution.  All decisions of the Joint\nDevelopment Committee shall be unanimous by the members of such committee. If\nthe JDC fails to reach unanimous agreement on an issue needing resolution, the\nmatter shall be referred for good faith discussion and resolution by a senior\nexecutive officer designated by each Party for such purpose.\n\n     2.5  Joint Development.  For each Product selected by the Parties for joint\ndevelopment hereunder by mutual written agreement, Dendreon and Kirin agree that\nthey will jointly conduct, or have conducted, all the clinical and other\ndevelopment work in the Joint Territory on such Product in accordance with the\nDevelopment Plan developed by the JMC for such Product. Each Party agrees not to\nincur any expenses or costs in excess of the Development Budget (as defined\nbelow) within such Development Plan except as mutually agreed in writing by the\nParties.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       6\n\n \n     2.6  Development Plans and Budgets.  Promptly after the selection of a\nparticular Product for development by the Parties, the JDC shall prepare and\nprovide to each Party for final approval a development plan for such Product in\nthe Joint Territory (the 'Development Plan').  The Development Plan shall\ninclude all needed details regarding the clinical development and other work to\nbe undertaken to develop such Product in the Joint Territory, including an\nallocation of all such work as appropriate to each Party (or to selected Third\nParty contractors, as agreed), and shall establish a budget (the 'Development\nBudget') for all costs and expenses to be incurred by each Party in conducting\nthe work allocated to it under such Development Plan.  Each Party shall\ndiligently review the proposed Development Plan and shall either approve the\nplan or provide the JDC any requested changes and comments.  If a Party provides\nsuch requested changes or comment to a proposed Development Plan, the JDC shall\npromptly thereafter prepare a revised draft of the Development Plan,\naccommodating such changes and comments, and resubmit such revised Development\nPlan for approval by the Parties as provided above.  Once the Parties have\nagreed on the Development Plan proposed by the JDC, such Development Plan shall\nbe effective and shall control and govern the Parties' development effort in the\nJoint Territory with respect to the applicable Product, subject to any\nsubsequent amendments or modifications to such Development Plan as provided\nbelow.  From time to time during the development of such Product, the JDC shall\nreview the Development Plan in light of the results of the development work and\nany other relevant Information and shall amend or modify the Development Plan as\nappropriate, provided that the JDC may not increase the applicable Development\nBudget without the written approval of each Party.  At least sixty (60) days\nprior to January 1 of any year in which the Parties are developing a particular\nProduct hereunder, the JDC shall review the applicable Development Budget for\nsuch Products and shall submit a revised and updated Development Budget for the\ncoming calendar year to each of the Parties for approval as provided above.\nUpon such approval, the Development Budget shall be effective for the\ndevelopment of such Product in the Joint Territory during such calendar year,\nsubject further to amendment of the applicable Development Plan.\n\n     2.7  Costs of Joint Development.  All Development Costs incurred or\nexpended by a Party hereunder in conducting the joint development work on a\nProduct hereunder allocated to it under the applicable Development Plan shall\ninitially be borne by the Party incurring such costs and expenses, subject to\nreimbursement as provided herein. Each Party shall calculate and maintain\nrecords of all the Development Costs incurred or expended by the Party during\nits performance of development on a Product, in accordance with generally\naccepted accounting procedures consistently applied throughout such Party's\norganization and such other procedures to be agreed upon between the Parties.\nEach Party shall report quarterly to the other on the Development Costs it has\nincurred in each calendar quarter, on a Product-by-Product basis, and the\npurpose (referencing the activities within the applicable Development Plan) for\nwhich such costs were incurred or expended, with such reports to be submitted\nwithin sixty (60) days after the end of each of the first three (3) calendar\nquarters and ninety (90) days after the end of the calendar year. The Parties\nshall seek to resolve promptly and in good faith any questions or issues related\nto such accounting statements, and in any event within ninety (90) days\nfollowing receipt.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       7\n\n \n     2.8  Reimbursement of Development Costs.\n\n          (a)  For each particular calendar quarter during which Development\nCosts are incurred hereunder, Party shall review the Development Costs report\nsubmitted by the other Party and compare such submission to the applicable\nDevelopment Budgets. The Parties will then meet, via designated senior officers\nfrom each Party with financial accounting responsibility, to discuss the reports\nand reach agreement on the total amount of Development Costs that each Party may\nproperly apply to the joint development work hereunder. It is understood and\nagreed that a Party will not be entitled to obtain credit or reimbursement for\nany Development Costs incurred by the Party in excess of the amount set forth in\nthe applicable Development Budget for accomplishing the relevant task or\nobjective. If such officers cannot reach agreement promptly, the matter will be\nsubmitted to senior executive officers of each Party for prompt resolution, with\nthe understanding the each Party will provide access to any Information relating\nto the development work undertaken by such Party, and the actual calculation of\ncosts and expenses incurred therefor, with respect to Products during such\ncalendar quarter for which such Party seeks reimbursement or credit hereunder\nfor the related Development Costs.\n\n          (b)  Once the Parties have agreed on the total amount of Development\nCosts incurred or expended during a particular calendar quarter that are\ncreditable or reimbursable by the Parties as provided in subsection (a) above,\nsuch total shall be divided in half and such amount compared to the total\nreimbursable Development Costs incurred by each Party during such quarter (as\nagreed above). The Party that bore less than its one-half share of the total\ncosts shall reimburse the other Party for such difference, in cash, within sixty\n(60) days of such determination, subject to subsection (c) below.\n\n     2.9  Audit Rights.  Each Party shall have the right to have an independent\naccounting firm audit the other Party's relevant records to determine the\naccuracy of the Development Costs reported by such other Party under Section 2.7\nabove.  Such audit right shall be exercised under terms similar to the audit\nprovisions set forth in Section 10.2 below.\n\n     2.10 Manufacture and Supply.    The Parties shall agree in good faith upon\ncommercially reasonable terms for the manufacture and supply of clinical\nsupplies of Collaboration Products and Kirin Products in the Joint Territory on\na Product-by-Product basis.\n\n                                   ARTICLE 3\n\n                            JOINT COMMERCIALIZATION\n\n\n\n     3.1  Overview.  Dendreon and Kirin agree that they will jointly\ncommercialize Kirin Products and Collaboration Products in the Joint Territory\npursuant to the terms of this Agreement; provided, however, that if the Parties\ncannot agree on whether a particular Product should be commercialized in the\nJoint Territory, the Party who wishes to commercialize such Product may do so\npursuant to the terms of Article 6. All such joint commercialization efforts of\nthe Parties, or either Party, shall be consistent with the applicable\nCommercialization Plan for\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       8\n\n \neach Kirin Product or Collaboration Product.  Except as otherwise provided in\nthis Agreement, each Party agrees that neither Party may clinically develop a\nKirin Product or Collaboration Product for sale or distribution in the Joint\nTerritory, or license any Third Party to do so, except jointly with the other\nParty pursuant to this Agreement.\n\n     3.2  Joint Commercialization Committee.  Promptly after the Effective Date,\nthe Parties shall form the Joint Commercialization Committee, comprised of six\n(6) members, with three (3) members being appointed and replaced by Dendreon and\nthree (3) members being appointed and replaced by Kirin.  The Parties may\nsubsequently agree to change the size of the JCC, as appropriate to meet the\nneeds of the Parties in managing the joint efforts under this Agreement.  The\nJCC shall (a) prepare the Commercialization Plan for each Kirin Product or\nCollaboration Product, and modify or amend it as appropriate, based on the\nresults of the commercialization efforts on such product, during the development\nprocess; and (b) perform such other duties and obligations as the Parties\nspecifically delegate to it in writing by mutual written agreement of the\nParties.\n\n     3.3  JCC Meetings.  JCC meetings shall take place at such mutually\nconvenient times and places as determined by the JCC, with the expectation that\nmeetings will alternate between appropriate offices of each Party. The JCC shall\ndetermine the frequency of its meetings and how such meetings will be conducted\nand recorded.\n\n     3.4  Decision-Making and Issue Resolution.  All decisions of the Joint\nDevelopment Committee shall be unanimous by the members of such committee.  If\nthe JCC fails to reach unanimous agreement on an issue needing resolution, the\nmatter shall be referred for good faith discussion and resolution by a senior\nexecutive officer delegated by each Party for such purpose.\n\n     3.5  Commercialization Program.  The Joint Commercialization Committee\nshall develop and maintain a detailed commercialization plan for each Product\nwhich sets forth all the programs and actions to be taken for the\ncommercialization of such Product in the Joint Territory (the 'Commercialization\nPlan'). The initial Commercialization Plan with respect to a Product shall be\nprepared, reviewed and approved as soon as practicable after the JCC determines\nthat such Product is sufficiently likely to achieve Regulatory Approval in the\nJoint Territory to justify commencing pre-launch activities for such Product in\nthe Joint Territory. Each Commercialization Plan shall include at a minimum the\nfollowing Information: (a) a comprehensive marketing, sales, pricing,\nmanufacturing, distribution and licensing strategy for the applicable Product in\nthe Joint Territory, including the efforts allocated to each Party to conduct\nsuch marketing, promotion and sales and any proposed arrangements with Third\nParties to be utilized or proposed to be agreed upon, and (b) market forecasts,\nin units of product and local currency, and competitive analysis for the\napplicable Product in the Joint Territory, and (c) a budget for the Allowable\nExpenses that each Party may incur in such marketing and sales efforts with\nrespect to the Product allocated to such Party under the Commercialization Plan\n(the 'Commercialization Budget'). The Commercialization Plan shall be submitted\nto Dendreon and Kirin for approval and shall be updated and approved on an\nannual basis, prior to sixty (60) days before the end of each calendar year.\n\n     3.6  Sublicensees.  In territories within the Joint Territory where one\nParty has been allocated under the applicable Commercialization Plan the sole\nresponsibility for \n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       9\n\n \ncommercializing a Product, such Party may sublicense to one or more third\nparties any or all of such commercialization activities with respect to such\nProduct. In all territories within the Joint Territory where the\ncommercialization efforts for a Product are allocated to both Parties under the\napplicable Commercialization Plan, a Party shall have the right to sublicense or\ncontract with third parties to perform the commercialization efforts allocated\nto such Party only with the prior written approval of the other Party, such\napproval not to be unreasonably withheld or delayed. All amounts received by the\nParties for sublicensing any rights to develop and\/or commercialize any Product\nin the Joint Territory shall be deemed to be Sublicense Fees.\n\n                                   ARTICLE 4\n\n                              RIGHTS AND LICENSES\n\n\n\n     4.1  Commercial License to Dendreon.  Subject to the terms of this\nAgreement, Kirin hereby grants to Dendreon a sole and co-exclusive license\n(i.e., exclusive as to all parties except as to Kirin), with the right to grant\nsublicenses under the Kirin Technology and the Collaboration Technology solely\nto clinically develop, make, have made, use, sell, offer for sale and import\nKirin Products and Collaboration Products in the Joint Territory as permitted\nunder this Agreement.\n\n     4.2  Commercial License to Kirin.  Subject to the terms of this Agreement,\nDendreon hereby grants to Kirin a sole and co-exclusive license (i.e., exclusive\nas to all parties except as to Dendreon), with the right to grant sublicenses\nunder the Dendreon Technology solely to clinically develop, make, have made,\nuse, sell, offer for sale and import Kirin Products in the Joint Territory as\npermitted under this Agreement.\n\n     4.3  License Limitations and Covenants.  Each Party covenants and agrees\nthat it shall not use or practice the intellectual property rights of the other\nParty licensed under this Agreement except as expressly permitted by this\nAgreement. Except for the rights specifically granted in this Agreement, each\nParty expressly reserves all rights Controlled by it or its Affiliates to all\nproducts and intellectual property rights, and reserves the right to utilize or\nallow Third Parties to utilize such products and intellectual property rights in\nany manner consistent with the terms of this Agreement.\n\n     4.4  Restrictions on Sale.  Kirin and its Affiliates shall not resell\nSeparation Devices purchased pursuant to this Agreement except as part of a\nKirin Product or a Collaboration Product, and shall not use Separation Devices\nfor any purpose other than those purposes permitted in this Agreement, the\nLicense Agreement or the Research and License Agreement.  Dendreon shall retain\nall rights to manufacture or have manufactured the Separation Devices.  Dendreon\nand its Affiliates shall not use Kirin Antigen for any purpose other than those\npurposes permitted in this Agreement, the License Agreement or the Research and\nLicense Agreement.\n\n     4.5  Use of Separation Devices by Kirin Collaborators.  With Dendreon's\nprior written approval, which may be withheld for any reason, Kirin may provide\ncertain academic or medical doctor collaborators with a limited number of\nSeparation Devices solely for use by such individuals in research and\ndevelopment purposes in the Field; provided, however, that before any such\ndelivery Kirin shall require such collaborator: (i) to be appropriately trained\nin the use \n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       10\n\n \nof the Separation Devices, (ii) to share the results of any and all research and\ndevelopment performed using the Separation Devices with Kirin and Dendreon;\n(iii) not to sell, distribute or otherwise provide such Separation Devices to\nThird Parties; and (iv) unless such antigen is within the public domain, to\ngrant Dendreon an option to license any specific antigen, engineered antigen or\nantigen gene used or developed in conjunction with the use of the Separation\nDevices. Unless otherwise agreed in writing by the Parties, Kirin obtains no\nlicense or rights under this Agreement to make or to practice any of the\nDendreon Technology to make Separation Devices or any other devices or products\nfor use in the isolation or purification of Dendritic Cells or any other cells.\nNotwithstanding anything else in this Agreement, Kirin may use Separation\nDevices to isolate Dendritic Cells only as part of preparing a Kirin Product or\nCollaboration Product or performing a service comprising a Kirin Product or\nCollaboration Product, or with Dendreon's prior written consent, as provided in\nSection 4.5.\n\n                                   ARTICLE 5\n\n                                 PROFIT SHARING\n\n\n\n     5.1  Share of Marketing Profits.  During the term of this Agreement,\nDendreon and Kirin each shall be entitled to receive and retain fifty percent\n(50%) of the Marketing Profits realized from the sale or other commercialization\nof Kirin Products and Collaboration Products in the Joint Territory, as\ncalculated in Section 5.2.\n\n     5.2  Calculation of Marketing Profits.\n\n          (a)  All Allowable Expenses incurred or expended by a Party hereunder\nin conducting the commercialization work for a Product in accordance with the\napplicable Commercialization Plan shall initially be borne by the Party\nincurring such costs and expenses, subject to reimbursement as provided herein.\nEach Party shall calculate and maintain records of all the Allowable Expenses\nincurred or expended by the Party during its performance of such\ncommercialization efforts on a Product and of all Net Revenues and Sublicense\nRevenues received by the Party hereunder, in accordance with generally accepted\naccounting procedures consistently applied throughout such Party's organization\nand such other procedures to be agreed upon between the Parties. Each Party\nshall report quarterly to the other on the Allowable Expenses it has incurred or\nexpended in each calendar quarter and all Net Revenues and Sublicense Revenues\nreceived by the Party in such quarter, on a Product-by-Product basis, and the\npurpose (referencing the activities within the applicable Commercialization\nPlan) for which such costs were incurred or expended, with such reports to be\nsubmitted within sixty (60) days after the end of each of the first three (3)\ncalendar quarters and ninety (90) days after the end of the calendar year. The\nParties shall seek to resolve promptly and in good faith any questions or issues\nrelated to such accounting statements, and in any event within ninety (90) days\nfollowing receipt.\n\n          (b)  For each particular calendar quarter during which Allowable\nExpenses are incurred hereunder, each Party shall review the Allowable Expenses\nreport submitted by the other Party and compare such submission to the\nCommercialization Plan for the applicable Product. The Parties will then meet,\nvia designated senior officers from each Party with financial accounting\nresponsibility, to discuss the reports and reach agreement on the total \n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       11\n\n \namount of Allowable Expenses that each Party may properly apply to the\ncalculation Marketing Profit. If such officers cannot reach agreement promptly,\nthe matter will be submitted to senior executive officers of each Party for\nprompt resolution, with the understanding the each Party will provide access to\nany Information relating to the commercialization work undertaken by such Party,\nand the actual calculation of costs and expenses incurred therefor, with respect\nto Products during such calendar quarter for which such Party seeks\nreimbursement or credit.\n\n          (c)  Once the Parties have agreed on the total amount of Allowable\nExpenses incurred or expended during a particular calendar quarter that are\ncreditable or reimbursable by the Parties as provided in Section 5.2(b) above,\nsuch amount shall be subtracted from the total Net Revenues and Sublicense Fees\nreceived by the Parties for all applicable Products during such quarter, and the\nremainder shall be deemed the total 'Marketing Profit' for such quarter. In\naddition, the Parties shall determine the profit of each Party, prior to\nreconciliation as set forth in Section 5.3, by subtracting the amount of\nAllowable Expenses incurred or expended by such Party during a particular\ncalendar quarter that are creditable or reimbursable by the Parties as provided\nin Section 5.2(b), from the total Net Revenues and Sublicense Fees for all\napplicable Products during such quarter that were collected and retained by such\nParty, and the remainder shall be deemed such Party's 'Pre-Reconciliation\nProfit' for such quarter.\n\n          (d)  For the calculation of Marketing Profits and Pre-Reconciliation\nProfits hereunder for a particular quarter, all amounts of Allowable Expenses\nincurred or expenses during such quarter in currencies other than U.S. Dollars,\nand all amounts of Net Revenues and Sublicense Fees received in currencies other\nthan U.S. Dollars, shall be converted to the U.S. Dollars equivalent for\npurposes of making such calculations, with such conversion effected by using the\ncurrency exchange rate into U.S. Dollars as quoted in the Wall Street Journal on\nthe last business day of such quarter.\n\n     5.3  Reconciliation Payments.  To the extent that one Party's Pre-\nReconciliation Profit (as calculated in Section 6.2(c)) for a particular quarter\nexceeds one-half of the Marketing Profit for such quarter, such Party shall pay\nthe amount (in U.S. Dollars) of such excess to the other Party within thirty\n(30) days of the Parties' having determined such amounts, so that each Party\nretains one-half of the Marketing Profit for such quarter, after calculating all\nAllowable Expenses and Net Revenues for such quarter.\n\n     5.4  Term of Profit Sharing.  The Parties obligation to share Marketing\nProfits hereunder shall expire with respect to a particular Product being sold\nor otherwise commercialized in a country of the Joint Territory on the later to\noccur of: (a) the expiration of the last to expire of the Collaboration Patents,\nDendreon Patents or Kirin Patents covering such Product in such country, or (b)\nthe date on which such Collaboration Product or Kirin Product ceases to be\npromoted, marketed or sold in such country under the trademark for it designated\nby the Parties pursuant to the applicable Development Plan or Commercialization\nPlan.  Upon the expiration of such sharing obligation pursuant to the foregoing,\neach Party shall have the right to commercialize such Product in such country,\nwithout obligation to the other Party, and the license rights granted under\nArticle 4 with respect to such Product in such country shall be automatically\ndeemed to be non-exclusive, fully-paid, perpetual and irrevocable licenses as to\nsuch Product in such country.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       12\n\n \n                                   ARTICLE 6\n\n                 SINGLE PARTY DEVELOPMENT AND COMMERCIALIZATION\n\n\n\n     6.1  Single Party Development and Commercialization.  Subject to the terms\nof this Article 6, if the Parties cannot agree on whether to clinically develop\nor commercialize a particular Product in the Joint Territory pursuant to\nSections 2.1 or 3.1, or if a Party decides to terminate its clinical development\nactivities or commercialization activities with regard to a particular Product\npursuant to Section 11.2, the Party which wants to proceed with or continue such\nclinical development or commercialization (the 'Active Party') may do so, at its\ndiscretion, without the financial support or involvement of the other Party (the\n'Inactive Party'). If a Party becomes an Inactive Party, the Active Party shall\nhave a perpetual, royalty-free right to use any data jointly obtained by the\nParties relating to the Product(s) for which the other Party became an Inactive\nParty, to develop and commercialize such particular Products in the Joint\nTerritory.\n\n     6.2  Royalties.  The Active Party shall pay the Inactive Party a royalty on\nthe sales of Products as follows:\n\n          (a)  for Kirin Products\n\n               (i)    Where Dendreon is the Active Party, a royalty equal to \n[ * ] of the Net Revenue based on sales of the Kirin Product sold by Dendreon,\nits Affiliates or any of its Sublicensees in the Joint Territory; or\n\n               (ii)   Where Kirin is the Active Party, a royalty equal to [ * ]\nof the Net Revenue based on sales of the Kirin Product sold by Kirin, its\nAffiliates or any of its Sublicensees in the Joint Territory.\n\n          (b)  for Collaboration Products\n\n               (i)    Where Dendreon is the Active Party, a royalty equal to \n[ * ] of the Net Revenue based on sales of the Collaboration Product sold by\nDendreon, its Affiliates or any of its Sublicensees in the Joint Territory; or\n\n               (ii)   Where Kirin is the Active Party, a royalty equal to [ * ]\nof the Net Revenue based on sales of the Collaboration Product sold by Kirin,\nits Affiliates or any of its Sublicensees in the Joint Territory.\n\n     6.3  Recovery of Investments.  If a Party becomes the Inactive Party\npursuant to Section 11.2, the Active Party shall pay the Inactive Party, in\naddition to the royalties set forth in Section 6.2, a royalty equal to [ * ] of\nthe Net Revenue based upon sales of the applicable Product sold by the Active\nParty, its Affiliates, or any of its Sublicensees in the Joint Territory, until\nsuch time as the sum of the royalties paid to the Inactive Party pursuant to\nthis Section 6.3 is equal to the sum of any costs and expenses made by the\nInactive Party in accordance with the applicable Development Budget or\nCommercialization Budget for the applicable Product prior to such Party's\ninactivity.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       13\n\n \n     6.4  Royalty Reduction.\n\n          (a)  If Kirin or Dendreon, as applicable, sells a particular\nCollaboration Product in a country where, at the time of sale, there is no\nissued Collaboration Patent that claims such Collaboration Product or its\nmanufacture or use, then the amount of royalty owed by such Party to the other\nParty under Section 6.2 shall be reduced by [ * ] with respect to such sale.\n\n          (b)  If Kirin or Dendreon, as applicable, sells a Kirin Product in a\ncountry where, at the time of sale, there is no issued Dendreon Patent or Kirin\nPatent that claims such Kirin Product or its manufacture or use, then the amount\nof royalty owed by such Party to the other Party under Section 6.2 shall be\nreduced by [ * ] with respect to such sale.\n\n     6.5  Payment of Royalties.  Royalties under this Article 6 shall accrue\nupon the sale of the particular Collaboration Product or Kirin Product (deemed\nto occur on the earlier of transfer of title or invoice date), and royalties\nthat have accrued during a particular calendar quarter shall be paid by the\nParty owing such royalties within sixty (60) days after the end of each such\ncalendar quarter. Such royalties shall be calculated on the basis of Net Revenue\nin the local currency of each country, and converted into U.S. Dollars and paid\nin U.S. Dollars on the basis of the average currency exchange rate for the\napplicable calendar quarter quoted by Tokyo Mitsubishi Bank (or its successor)\nfor currency exchange in excess of one million U.S. dollars ($1,000,000).\n\n     6.6  Manner of Payment.  Remittance of payments under this Article 6 will\nbe made by means of wire or electronic transfer to the receiving Party's account\nin a bank to be designated by such Party in writing.\n \n     6.7  Reports.  All amounts payable under this Agreement shall be\naccompanied by a report listing the gross selling price of each Collaboration\nProduct or Kirin Product sold during such period on a product-by-product and\ncountry-by-country basis, and the calculation of Net Revenue based on such\nsales, including all other information necessary to determine the appropriate\namount of such royalty payments, and any additional information or reports\nrequired under the Agreement.\n\n     6.8  Withholding of Taxes.  All turnover, income and other taxes levied on\naccount of the royalties accruing or made to a Party under this Article 6 shall\nbe paid by such Party. If provision is made in law or regulation for withholding\nof taxes of any type, levies or other charges with respect to any royalty\npayable under this Article 6 by a Party to the other Party, then such paying\nParty shall be entitled to deduct such tax, levy or charge from the royalty or\nother payment to be made by such Party and pay such tax, levy or charge to the\nproper taxing authority. A receipt of payment of the tax, levy or charge secured\nshall be promptly delivered to the other Party, together with copies of all\npertinent communications from or with such governmental authorities with respect\nthereto. Such paying Party agrees to cooperate with the other Party in any\neffort in claiming any exemption from such deductions or withholdings under any\ndouble taxation or similar agreement or treaty from time to time in force and in\nminimizing the amount required to be so withheld or deducted, such cooperation\nto consist of providing receipts of payment of such withheld tax or other\ndocuments reasonably available to the paying Party.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       14\n\n \n                                   ARTICLE 7\n\n                                CONFIDENTIALITY\n\n\n      7.1  Confidentiality; Exceptions.  Except to the extent expressly\nauthorized by this Agreement or otherwise agreed in writing, the Parties agree\nthat, for the term of this Agreement and for ten (10) years thereafter, the\nreceiving Party shall keep confidential and shall not publish or otherwise\ndisclose or use for any purpose other than as provided for in this Agreement any\nInformation and other information and materials furnished to it by the other\nParty pursuant to this Agreement (collectively, 'Confidential Information').\nHowever, the foregoing obligations of non-use and non-disclosure shall not apply\nto any Information or materials to the extent that the receiving Party can\nestablish by competent proof that such Information or materials:\n\n           (a)  was already known to the receiving Party, other than under an\nobligation of confidentiality, at the time of disclosure by the other Party;\n\n           (b)  was generally available to the public or otherwise part of the\npublic domain at the time of its disclosure to the receiving Party;\n\n           (c)  became generally available to the public or otherwise part of\nthe public domain after its disclosure and other than through any act or\nomission of the receiving Party in breach of this Agreement; or\n\n           (d)  was disclosed to the receiving Party, other than under an\nobligation of confidentiality, by a Third Party who had no obligation to the\ndisclosing Party not to disclose such information to others.\n\n     7.2   Authorized Disclosure.  Each Party may disclose the other's\nConfidential Information to the extent such disclosure is reasonably necessary\nin filing or prosecuting patent applications, prosecuting or defending\nlitigation, complying with applicable govern-mental regulations or conducting\npreclinical or clinical trials, provided that if a Party is required by law or\nregulation to make any such disclosure of the other Party's Confidential\nInformation, it will except where impracticable for necessary disclosures, for\nexample in the event of medical emergency, give reasonable advance notice to the\nother Party of such disclosure requirement and, except to the extent\ninappropriate in the case of patent applications, will use commercially\nreasonable efforts to secure confidential treatment of such Confidential\nInformation required to be disclosed.\n\n     7.3   Survival.  This Article 7 shall survive the termination or expiration\nof this Agreement for a period of five (5) years.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       15\n\n \n                                   ARTICLE 8\n\n                             INTELLECTUAL PROPERTY\n\n\n     8.1  Ownership and Patent Prosecution. Unless specifically and expressly\ngranted herein, no licenses or rights under either Party's intellectual property\nrights are implied or granted in this Agreement.  Each Party shall retain full\nownership of all its inventions and intellectual property.  The prosecution of\nany Patents, patent applications and any and all other intellectual property\nrights associated with the clinical development and commercialization of Kirin\nProducts and Collaboration Products shall be governed by the terms of the\nLicense Agreement and the Research and License Agreement.\n\n     8.2  Patent Infringement in the Joint Territory.  If either Party believes\nthat a Third Party is infringing a Kirin Patent, Dendreon Patent or\nCollaboration Patent in the Joint Territory which claims a Kirin Product or\nCollaboration Product being developed, marketed or sold in the Joint Territory,\nsuch Party shall give the other Party prompt notice of such belief and all\nInformation supporting such belief.  The Parties will use good faith efforts to\ncoordinate and cooperate in any such action, negotiation and\/or settlement of\nthe alleged infringement.  The costs of such Patent enforcement shall be deemed\nto be Allowable Expenses of the Parties, and all amounts recovered from the\nThird Party infringer based on such actions, negotiation or settlement shall be\ndeemed to be 'Sublicense Fees' received in the calendar quarter in which such\namounts are paid.\n\n     8.3  Defense and Settlement of Third Party Claims in the Joint Territory.\nIf a Third Party makes a claim or allegation against a Party (or both Parties)\nthat a Patent, trademark, trade secret or other intangible right owned or\nlicensed by it is infringed or misappropriated by the manufacture, use or sale\nof any Collaboration Product or Kirin Product in the Joint Territory, the\nParties shall immediately meet to discuss the matter and shall establish a plan\nfor a common defense of such claim or allegation. The Parties shall cooperate\nand provide each other all reasonable assistance in defending against any such\nclaims, provided that each Party shall have the right to defend itself. The\ncosts and expenses of each Party in defending against any such action (including\nwithout limitation the amount of any judgment, award, decree or settlement\nactually paid to such Third Party by a Party) will be deemed to be Allowable\nExpenses of the Party paying such amounts in the calendar quarter paid, to the\nextent that such costs and expenses relate directly to defense or settlement of\nclaims or allegations concerning Products made, used and sold in the Joint\nTerritory under this Agreement. If there is an opportunity to settle or\notherwise resolve any such infringement or misappropriation claim or allegation\nvia taking a license from such Third Party, the Party that becomes aware of such\nopportunity shall immediately discuss such opportunity with the other Party and\nthe Parties shall discuss in good faith whether and how to negotiate and enter\ninto a license with such Third Party. It is understood and agreed that a Party,\nin negotiating and entering into any such license, may not negotiate terms for\nsuch a license that cover rights outside the Joint Territory unless such terms\ndo not differentiate between Products in the Joint Territory and products sold\nby such Party outside the Joint Territory in a manner that may be unfair to the\nother Party. If any such a Third Party license is taken, all amounts paid to\nsuch Third Party under such license to the extent directly relating to or\nallocable to the manufacture, use or sale of Products in the Joint Territory\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       16\n\n \nunder this Agreement shall be deemed to be Allowable Expenses of the Party\nmaking such payments, in the calendar quarter such payments are made.\n\n                                   ARTICLE 9\n\n                         REPRESENTATIONS AND WARRANTIES\n\n\n\n     Each of the Parties hereby represents and warrants to the other Party as\nfollows:\n\n     9.1   This Agreement is a legal and valid obligation binding upon such\nParty and enforceable in accordance with its terms.\n\n     9.2   The execution, delivery and performance of the Agreement by such\nParty does not conflict with any agreement, instrument or understanding, oral or\nwritten, to which it is a Party or by which it is bound, nor violate any law or\nregulation of any court, governmental body or administrative or other agency\nhaving jurisdiction over it.\n\n     9.3   Such Party has not granted any right to any Third Party relating to\nsuch Party's respective intellectual property rights licensed hereunder in the\nField which would conflict with the rights granted to the other Party hereunder.\n\n                                  ARTICLE 10\n\n                          REPORTS, RECORDS AND SAMPLES\n\n\n     10.1  Sharing of Information.  Dendreon and Kirin will make available and\ndisclose to each other all Information known by Dendreon and Kirin concerning\nthe development and commercialization of Kirin Products and Collaboration\nProducts in the Joint Territory during the term of this Agreement.  The Parties\nwill exchange at least monthly verbal or written reports in English presenting a\nmeaningful summary of the development and commercialization done under this\nAgreement.  Each Party will make regular presentations to the other of its\nactivities under this Agreement, other than within the Joint Management\nCommittee (or any applicable subcommittee), and additionally on an informal\nbasis, to inform the other Party of the work done under this Agreement.\n\n     10.2  Records and Audit.  For a period of three (3) years after the royalty\nperiod to which the records relate, each Party shall keep complete and accurate\nrecords pertaining to the sale or other disposition of the Collaboration\nProducts or Kirin Products commercialized by it, in sufficient detail to permit\nthe other Party to confirm the accuracy of all payments due hereunder.  A Party\nentitled to payments hereunder shall have the right to cause an independent,\ncertified public accountant reasonably acceptable to the other Party (and who\nhas executed a confidentiality agreement with the Party to be audited) to audit\nsuch records to confirm the Net Revenue, Sublicense Fees, Allowable Expenses and\nroyalty payments; provided, however, that such auditor shall not disclose the\naudited Party's confidential information to the other Party, except to the\nextent such disclosure is necessary to verify the amount of royalties and other\npayments due under this Agreement.  In no event may such accountant disclose the\nnames of specific customers, price lists, or the prices charged to specific\ncustomers.  A copy of any report \n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       17\n\n \nprovided by such accountant shall be provided to the audited Party at the time\nthat it is provided to the auditing Party. Such audits may be exercised once a\nyear, within three (3) years after the royalty or other payment period to which\nsuch records relate, upon a mutually acceptable date(s) and upon not less than\nthirty (30) days advance notice, and shall be conducted during normal business\nhours. Any amounts shown to be owing by such audits shall be paid immediately\nwith interest in the amount of one percent (1%) per month (or the maximum amount\npermitted by law, if less) from the date first owed until paid. The auditing\nParty shall bear the full cost of such audit unless such audit discloses that\nroyalties actually paid by the audited Party are more than five percent (5%)\nless from the amount of royalties and\/or other payments actually owed. In such\ncase, the audited Party shall bear the full cost of such audit. The terms of\nthis Section 10.2 shall survive any termination or expiration of this Agreement\nfor a period of two (2) years.\n\n     10.3  Materials.  The Parties intend to maintain an open and extensive\nexchange of research materials that relate to Kirin Products and Collaboration\nProducts being developed or commercialized in the Joint Territory during the\ncourse of the collaboration hereunder.  Information obtained by the other Party\nin the testing of such materials will be promptly disclosed to the Party\nproviding the sample, and all such Information will be considered Information to\nbe protected by both Parties under the restrictions of Article 7.  ANY MATERIALS\nEXCHANGED BETWEEN THE PARTIES ARE SUPPLIED WITH NO WARRANTIES OF ANY KIND,\nEXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR PURPOSE OR THAT THEY ARE FREE FROM THE RIGHTFUL CLAIM OF ANY THIRD\nPARTY, BY WAY OF INFRINGEMENT OR THE LIKE.  NEITHER PARTY MAKES ANY\nREPRESENTATIONS THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT OR\nPROPRIETARY RIGHTS OF ANY THIRD PARTIES.\n\n     10.4  Publicity Review.  If either Party is required by law or regulation\nto make a public disclosure or announcement concerning any activities conducted\npursuant to or arising out of this Agreement or the subject matter thereof, such\nParty shall give reasonable prior advance notice of the proposed text of such\ndisclosure or announcement to the other Party for its review and comment. The\nterms of this Agreement may also be disclosed to: (i) Third Parties with the\nconsent of the other Party, which consent shall not be unreasonably withheld so\nlong as such disclosure is made under a binder of confidentiality, and (ii)\ninvestors, potential investors, underwriters and potential underwriters of\nDendreon, so long as such disclosure is made under a binder of confidentiality.\n\n     10.5  Publications.  Each Party agrees that it shall not publish or present\nthe results of studies carried out as part of the development of any Kirin\nProduct or Collaboration Product under this Agreement without the opportunity\nfor prior review by the other Party.  Each Party shall provide to the other the\nopportunity to review any proposed abstracts, manuscripts or presentations\n(including information to be presented verbally) which relate to the Field at\nleast thirty (30) days prior to their intended submission for publication and\nsuch submitting Party agrees, upon written request from the other Party, not to\nsubmit such abstract or manuscript for publication or to make such presentation\nuntil the other Party is given a reasonable period of time to secure patent\nprotection for any material in such publication or presentation which it\nbelieves is patentable.\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       18\n\n \n                                  ARTICLE 11\n\n                              TERM AND TERMINATION\n\n\n\n     11.1  Term.  This Agreement shall commence as of the Effective Date and,\nunless sooner terminated as provided herein, shall continue in effect until the\nlatest of (i) the expiration of the last to expire of the Kirin Patents,\nDendreon Patents or Collaboration Patents in the Joint Territory which claim\nKirin Products or Collaboration Products, or (ii) the date on which the Parties\nare no longer obligated to share Marketing Profits for any Kirin Product or\nCollaboration Product pursuant to Article 5, or pay royalties pursuant to\nArticle 6.\n\n     11.2  Termination of Joint Development and\/or Joint Commercialization.  \nUpon ninety (90) days written notice to the other Party, a Party may terminate,\nin its sole discretion, its development and\/or commercialization obligations\nwith regard to a particular Product. Upon any such termination, the terms of\nArticle 6 shall apply, and the Active Party shall have no further obligations to\nthe Inactive Party with regard to such Product, except as set forth therein.\n\n     11.3  Termination for Breach.  If either Party materially breaches this\nAgreement and such breach is not cured within sixty (60) days of written notice\nthereof from the non-breaching Party, the breaching Party's licenses granted in\nthis Agreement shall terminate and the non-breaching Party shall retain an\nexclusive, royalty-free right under the Dendreon Technology, Kirin Technology\nand Collaboration Technology to make, have made, use and sell Kirin Products and\nCollaboration Products developed or sold in the Joint Territory prior to the\nbreach of the Agreement.  The breaching Party will assist the non-breaching\nParty in every proper way to effect the license granted above.  The breaching\nParty shall further deliver to the non-breaching Party such relevant tangible\nmaterials embodying such Dendreon Technology, Kirin Technology and Collaboration\nTechnology as may be necessary or useful to the exercise of the non-breaching\nParty of the license hereunder.\n\n     11.4  Surviving Rights.  The obligations and rights of the Parties under\nArticles 7, 8, and 12 and Sections 10.4, 10.5, 13.6 and 13.7 of this Agreement\nwill survive termination for the period set forth therein, and if none is\nprovided, perpetually.\n\n                                  ARTICLE 12\n\n                                INDEMNIFICATION\n\n\n     12.1  Indemnification by Kirin.  Kirin shall indemnify, defend and hold\nDendreon harmless from and against any and all liability, damage, loss, cost\n(including reasonable attorneys' fees) and expense resulting from any claim of\nbodily injury or property damage (a) relating to the development, manufacture,\nuse, distribution or sale of any Kirin Product or Collaboration Product by\nKirin, its Affiliates, Sublicensees, employees or agents in the Joint Territory,\nor (b) due to the negligence or willful misconduct of Kirin or its Affiliates,\nSublicensees, employees or agents.\n\n     12.2  Indemnification by Dendreon.  Dendreon shall indemnify and hold Kirin\nharmless from and against any and all liability, damage, loss, cost (including\nreasonable \n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       19\n\n \nattorneys' fees) and expense resulting from any claim of bodily injury or\nproperty damage (a) relating to the development, manufacture, use, distribution\nor sale of any Kirin Product or Collaboration Product by Dendreon, its\nAffiliates, Sublicensees, employees or agents in the Joint Territory, or (b) due\nto the negligence or willful misconduct of Dendreon or its Affiliates,\nSublicensees, employees or agents.\n\n                                  ARTICLE 13\n\n                                 MISCELLANEOUS\n\n\n  \n     13.1  Assignment.  Neither Party shall assign any of its rights and\nobligations hereunder except (i) as incident to the merger, consolidation,\nreorganization or acquisition of stock affecting actual voting control or of\nsubstantially all of the assets of the assigning Party; or (ii) to an Affiliate;\nprovided, however, that in no event shall either Party's rights and obligations\nhereunder be assigned without prior written notice to the other Party. In any\ncase, neither Party may make an assignment of its assets which renders it unable\nto perform its material obligations hereunder. This Agreement shall be binding\nupon and inure to the benefit of the Parties hereto and their permitted\nsuccessors and assigns.\n\n     13.2  Retained Rights.  Nothing in this Agreement shall limit in any\nrespect the right of either Party to conduct research and development outside\nthe Field and to develop and market products outside the Field using such\nParty's technology, but no license to use the other Party's technology to do so\nis granted herein expressly or by implication. Further, Dendreon retains the\nright, independent of this Agreement, to develop and market Dendreon Products in\nthe Joint Territory, or to license others to do so.\n\n     13.3  Force Majeure.  Neither Party shall lose any rights hereunder or be\nliable to the other Party for damages or losses on account of failure of\nperformance by the defaulting Party if the failure is occasioned by government\naction, war, fire, explosion, flood, strike, lockout, embargo, act of God, or\nany other similar cause beyond the control of the defaulting Party, provided\nthat the Party claiming force majeure has exerted all reasonable efforts to\navoid or remedy such force majeure; provided, however, in no event shall a Party\nbe required to settle any labor dispute or disturbance.\n\n     13.4  Further Actions.  Each Party agrees to execute, acknowledge and\ndeliver such further instruments, and to do all such other acts, as may be\nnecessary or appropriate in order to carry out the purposes and intent of this\nAgreement.\n\n     13.5  No Trademark Rights.  Except as explicitly provided herein or as\notherwise provided in the License Agreement, no right, express or implied, is\ngranted by the Agreement to use in any manner the name 'Dendreon' or 'Kirin' or\nany other trade name or trademark of the other Party in connection with the\nperformance of the Agreement.\n\n     13.6  Notices.  All notices and other communications hereunder shall be in\nwriting and shall be deemed given if delivered personally or by facsimile\ntransmission (receipt verified), telexed, mailed by registered or certified mail\n(return receipt requested), postage prepaid, or sent by express courier service,\nto the Parties at the following addresses (or at such other address for a \n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       20\n\n \nParty as shall be specified by like notice; provided, that notices of a change\nof address shall be effective only upon receipt thereof):\n\n          If to Dendreon, addressed to:\n\n          Dendreon Corporation\n          3005 1st Avenue\n          Seattle, WA  98121-1010\n          Attention: C. S. Henney\n          Telephone: (206) 256-4545\n          Telecopy:  (206) 256-0571\n\n          With copy to:\n\n          Cooley Godward LLP\n          Five Palo Alto Square, 4th Floor\n          Palo Alto, CA  94306\n          Attention:  Barclay James Kamb, Esq.\n          Telephone:  (650) 843-5052\n          Telecopy:   (650) 857-0663\n\n          If to Kirin, addressed to:\n          Kirin Brewery Co., Ltd.\n\n          26-1, Jingumae 6-chome\n          Shibuya-ku\n          Tokyo 150-8011, Japan\n          Attention:  Akihiro Shimosaka\n          Research and Product Development Department\n          Telephone:  (03) 5485-6805\n          Telecopy:   (03) 3499-6152\n\n     13.7  Dispute Resolution. If any dispute, controversy or claim arises out\nof or in connection with this Agreement, the Parties shall use reasonable\nefforts to settle it by friendly negotiation within sixty (60) days of notice\nfrom one Party to the other of such dispute, controversy or claim, before\npursuing any other remedies available to them. If either Party fails or refuses\nto participate in such negotiations, or if, in any event, the dispute,\ncontroversy or claim is not resolved to the satisfaction of both Parties within\nthe sixty (60) day period, any such dispute, controversy or claim shall be\nsettled by arbitration. Any such arbitration shall be conducted in accordance\nwith the Japan-American Trade Arbitration Agreement of September 16, 1952. The\nParties agree that any such arbitration shall be conducted in the English\nlanguage in a location within the United States selected by the Party that did\nnot initiate such arbitration, and the Agreement shall be governed by and\nconstrued in accordance with the laws of the State of California and the United\nStates of America. The arbitrators shall include one independent, un-affiliated\nnominee selected by each Party and a third neutral arbitrator selected by such\nnominees. The Parties agree that any arbitration panel shall include members\nknowledgeable as\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       21\n\n \nto the evaluation of biopharmaceutical technology.  Judgment upon the award\nrendered may be entered in the highest state or federal court or forum, state or\nfederal, having jurisdiction; provided, however, that the provisions of this\nSection 13.7 shall not apply to any dispute or controversy as to which any\ntreaty or law prohibits such arbitration.  The prevailing Party shall be\nentitled to reasonable attorney's fees and costs to be fixed by the arbitrators.\n\n     13.8  Waiver.  Except as specifically provided for herein, the waiver from\ntime to time by either of the Parties of any of their rights or their failure to\nexercise any remedy shall not operate or be construed as a continuing waiver of\nsame or of any other of such Party's rights or remedies provided in this\nAgreement.\n\n     13.9  Severability.  If any term, covenant or condition of this Agreement\nor the application thereof to any Party or circumstance shall, to any extent, be\nheld to be invalid or unenforceable, then the remainder of this Agreement, or\nthe application of such term, covenant or condition to Parties or circumstances\nother than those as to which it is held invalid or unenforceable, shall not be\naffected thereby and each term, covenant or condition of this Agreement shall be\nvalid and be enforced to the fullest extent permitted by law.\n\n     13.10  Ambiguities.  Ambiguities, if any, in this Agreement shall not be\nconstrued against any Party, irrespective of which Party may be deemed to have\nauthored the ambiguous provision.\n\n     13.11  Entire Agreement.  This Agreement and any agreements referenced\nherein set forth all the covenants, promises, agreements, warranties,\nrepresentations, conditions and understandings between the Parties hereto with\nregard to the subject matter discussed herein and supersedes and terminates all\nprior agreements and understanding between the Parties with regard to the\nsubject matter discussed herein. There are no covenants, promises, agreements,\nwarranties, representations conditions or understandings, either oral or\nwritten, between the Parties with regard to the subject matter discussed herein\nother than as set forth in this Agreement or any agreements referenced herein.\n\n     13.12  Headings.  The Section and Paragraph headings contained herein are\nfor the purposes of convenience only and are not intended to define or limit the\ncontents of the Section or Paragraphs to which they apply.\n\n     In Witness Whereof, the Parties have executed this Agreement in duplicate\noriginals by their proper officers as of the date and year first above written.\n\n     DENDREON CORPORATION                 KIRIN BREWERY CO., LTD.\n                                \n     By:    \/s\/ David L. Urdal            By:   \/s\/ Akihiro Shimosaka\n            ------------------------            ----------------------------\n                                                  General Manager\n     Title: Executive Vice President      Title:     Licensing Department\n            ------------------------            ----------------------------\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       22\n\n \n                                   Exhibit A\n\n                             Collaboration Patents\n\n\n\n\n\n\n\n\n\n[*] = Certain confidential information contained in this document, marked by\nbrackets, has been omitted and filed separately with the Securities and Exchange\nCommission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n                                       23\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7299],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9613,9617],"class_list":["post-42394","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dendreon-corp","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42394","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42394"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42394"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42394"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42394"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}