FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.2

FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of October 14, 2005, by and between CancerVax Corporation, a Delaware corporation (the “Company”), and Xxxxxx Xxx Xxxx (“Executive”).

     WHEREAS, the Company and Executive desire to amend that certain Second Amended and Restated Employment Agreement dated as of November 15, 2004, between the Company and Executive (the “Original Agreement”), to to extend the term of such agreement.

     NOW, THEREFORE, in consideration of the various covenants and agreements hereinafter set forth, the parties hereto agree as follows:

     1. Amendment to Section 2. Section 2 of the Original Agreement is hereby restated in its entirety to read as follows:

          “2. Employment Period. Subject to the provisions for earlier termination hereinafter provided, Executive’s employment hereunder shall be for a term (the “Employment Period”) commencing on the Effective Date and ending on November 25, 2008.”

     2. No Other Amendments. Except as expressly provided for in this Amendment, no other term or provision of the Original Agreement is amended or modified in any respect.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

		CANCERVAX CORPORATION
		By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		President and CEO

/s/ Xxxxxx Xxx Xxxx Xxxxxx Xxx Xxxx