THIRD AMENDMENT TO AMENDED AND RESTATED BINDING TERM SHEET

                                                                   EXHIBIT 10.40

                                                                  EXECUTION COPY

                 THIRD AMENDMENT TO AMENDED AND RESTATED BINDING
                                   TERM SHEET

      This THIRD AMENDMENT TO AMENDED AND RESTATED BINDING TERM SHEET (this
"AMENDMENT") is made effective as of April 12, 2005 by and between NORTHWEST
BIOTHERAPEUTICS, INC., a Delaware corporation (the "COMPANY"), and TOUCAN
CAPITAL FUND II, L.P., a Delaware limited partnership ("TOUCAN").

                                    RECITALS

      WHEREAS, the Company and Toucan are party to that certain Binding
Convertible Preferred Stock Term Sheet originally dated April 26, 2004 and
amended and restated on October 22, 2004 as further amended on December 27, 2004
and January 26, 2005 (the "CONVERTIBLE PREFERRED STOCK TERM SHEET").

      WHEREAS, concurrently herewith, the Company and its affiliates, if any,
and Toucan and its designees, are entering into Amendment No. 5 (the "FIFTH
AMENDMENT") to that certain Amended and Restated Recapitalization Agreement by
and between the parties thereto; and

      WHEREAS, in connection with the Fifth Amendment, the Company and Toucan
desire to amend the Convertible Preferred Stock Term Sheet as provided herein.

                                    AGREEMENT

      NOW, THEREFORE, for and in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Toucan agree as follows:

      1. The paragraph of the Convertible Preferred Stock Term Sheet entitled
"Warrants:" is hereby amended and restated in its entirety as follows:

      "The Company shall issue $6.3 million in warrant coverage on the first
      $6.3 million Convertible Preferred Stock purchased for cash (the
      "Preferred Stock Warrants"). Preferred Stock Warrants shall not be issued
      upon conversion of notes, exercise of warrants, or other conversion or
      exercise. The number of warrants to be so issued shall be determined on
      the basis of $0.10 per share. If the total of $6.3 million is invested in
      Convertible Preferred Stock, the number of warrants issued shall be
      exercisable for 63 million shares of Convertible Preferred Stock. The
      exercise price of such Preferred Stock Warrants shall be $.04 per share
      (subject to adjustment for stock splits, stock dividends and the like).
      The exercise period shall commence upon issuance of the Preferred Stock
      Warrants, and shall continue for a period of seven (7) years after their
      respective issuance dates."

      2. Unless specifically modified or changed by the terms of this Amendment,
all terms and conditions of the Convertible Preferred Stock Term Sheet shall
remain in effect and shall apply fully as described and set forth in the
Convertible Preferred Stock Term Sheet.



                                                                  EXECUTION COPY

      3. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

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                                       2.


                                                                  EXECUTION COPY

      The Company and Toucan have executed this THIRD AMENDMENT TO AMENDED AND
RESTATED BINDING TERM SHEET as of the day and year first written above.

TOUCAN CAPITAL FUND II, L.P.                     NORTHWEST BIOTHERAPEUTICS, INC.

By: /s/ Xxxxx Xxxxxx                      By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxx                                Name: Xxxxx X. Xxxxxxx
Title: Managing Director                          Title: President

                                       3.