DENDREON CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT (WASHINGTON STATE)
Exhibit
10.1
DENDREON
CORPORATION
(WASHINGTON
STATE)
This
Executive Employment Agreement (this “Agreement”)
is entered into as of the date of the last signature to this Agreement (“Effective
Date”), by and between Dendreon Corporation, a Delaware corporation (the
“Company”),
and Xxxx Xxxxxx (“Employee”).
The
parties agree as follows:
1. Employment. The Company
hereby employs Employee as Executive Vice President and
Chief Operating Officer,
and Employee hereby accepts such employment, upon the terms and conditions set
forth in this Agreement.
2. Duties.
2.1 Position. Employee shall
perform such duties as are customary for the position of Executive Vice President and Chief Operating Officer
and any additional duties that Employee’s immediate supervisor may reasonably
prescribe from time to time. Employee shall devote Employee’s full
business time and efforts to the performance of Employee’s assigned duties for
the Company, provided, however, that
Employee may devote reasonable periods of time to (a) serving on the board of
directors of other corporations subject to the prior approval of the CEO, and
(b) engaging in charitable or community service activities, so long as none of
the foregoing additional activities materially interfere with Employee's duties
under this Agreement.
2.2 Work
Location. Employee’s
principal place of work shall be located in Seattle, Washington, or such other
location as the parties may agree upon from time to time.
3. Term. The employment
relationship pursuant to this Agreement shall begin on the Effective Date, will
be for no specified term, and may be terminated by Employee or the Company at
any time, with or without Cause (as defined in Section 6), subject to the
provisions regarding termination set forth in Section 6.
4. Compensation.
4.1 Base
Salary. As compensation
for Employee’s performance of duties under this Agreement, the
Company shall pay Employee a base salary (“Base
Salary”), which shall initially equal Four Hundred and Fifty Thousand
dollars ($450,000.00) per calendar year, payable in accordance with the normal
payroll practices of the Company, less required deductions for state and federal
withholding tax, social security and all other required employment taxes and
payroll deductions. For purposes of Section 6 hereof, Employee’s Base
Salary shall be the current Base Salary as of the date of termination of
employment (“Termination Date”). The Base Salary may not be reduced
unless the base salaries of all other
employees of the Company at the Vice President level and above are proportionally reduced and in the case of such reduction, Base Salary shall not be reduced by more than 10%.
4.2 Incentive
Compensation. Within thirty
(30) days after the end of each calendar year, if the Company and Employee meet
specified targets agreed upon in advance by the Board, Employee shall
be entitled to receive a target bonus of forty-five percent (45%)
of Base Salary (the “Annual
Bonus”) as determined by the Board or its designee, in its sole
discretion. Employee must be currently employed by the Company as of
the date of payment of any Annual Bonus in order to be entitled to such
payment. If the Company and Employee do not fully meet such targets,
the Company may pay Employee a bonus of such amount as the Board or its
designee deems
appropriate in its sole discretion. Before the beginning of a new
bonus year, the Board may, in its discretion, reduce the percentage of the
Annual Bonus applicable to employees, provided that Employee’s Annual Bonus may
be reduced only to the extent that the percentage annual bonuses of all other
employees of the Company at the Vice President level and above are
proportionally reduced.
4.3 Equity
Grants. Employee shall be entitled to annual grants of stock
options, restricted stock and other equity based long term incentive
compensation generally made available to comparable senior executives of the
Company on substantially the same terms and conditions as generally applicable
to such other executives.
4.4 Performance
and Compensation Review. The Employee’s
performance will be reviewed no less frequently than annually to determine
whether Employee’s salary or other compensation should be modified.
4.5 Vacation. Employee shall be
eligible to earn five (5) calendar weeks of paid vacation in each year of this
Agreement. Vacation will accrue at the rate of five (5) hours per pay
period, and may be carried over from year to year up to a maximum cap of 240
hours and in accordance with Company policy. Additional paid vacation
shall accrue in accordance with Company policy. Any accrued unused vacation will
be cashed out upon termination of employment at Employee’s then current Base
Salary rate in accordance with Company policy and applicable law.
4.6 Benefits
and Insurance. In addition to
the vacation benefits in Section 4.5 above, Employee shall be entitled to all
benefits that the Company may make generally available from time to time to its
employees, subject to the terms and conditions of the applicable policy or plan,
and provided that Employee understands that he will be designated as a key
employee for purposes of any leave granted under the Family and Medical Leave
Act.
5. Business
Expenses. The Company shall
pay, or promptly reimburse, Employee for all reasonable, out-of-pocket travel
and business expenses incurred in the performance of Employee’s duties on behalf
of Company for which Employee submits the required supporting documentation and
otherwise fully complies with the Company’s travel and expense reimbursement
policy as in effect from time to time.
2
6. Separation of Employee’s
Employment.
6.1 Termination
for Cause by Company. The Company may
terminate Employee’s employment at any time for Cause. For purposes
of this Agreement, “Cause” is
defined as: Employee’s continued neglect or failure to
perform duties and responsibilities, after written notice thereof and
an opportunity to cure; willful misconduct by Employee with respect
to duties and responsibilities under this Agreement; conduct which is
materially injurious (monetarily or otherwise) to the Company, including without
limitation, misuse of Company funds or property; unethical business practices or
dishonesty related to the Company’s business; any other material breach by
Employee of this Agreement or any noncompetition, nondisclosure and/or invention
agreement with the Company; conviction of a felony (other than a moving vehicle
violation); or any similar or related act or failure to act by Employee related
to the Company’s business or the Employee’s duties under this Agreement which is
materially adversely injurious to the Company. In the event that
Employee’s employment is terminated in accordance with this Section 6.1,
Employee shall be entitled to receive, on Employee’s first regular payday
following Termination Date, a lump sum payment equal to the
following: (i) any portion of Employee’s Base Salary that has been
earned but not yet paid as of the Termination Date, and (ii) any accrued unused
vacation as of the Termination Date, all of the foregoing to be less required
withholding. All other Company obligations to Employee, including but
not limited to any bonus as described in Section 4.2 and Severance (as defined
in Section 6.2), will automatically terminate and be completely extinguished as
of the Termination Date; provided, however, Employee shall continue to be
entitled to any accrued benefits under the Company’s benefit and welfare plans
and to indemnification and continued coverage under the Company’s D&O
policies.
6.2 Termination
Without Cause; Change in Control.
(a) If the
Company terminates Employee’s employment without Cause, or if Employee resigns
for Good Reason in accordance with Section 6.3, then Employee will be entitled
to receive, on Employee’s first regular payday following his Termination Date,
the following:
(i) a lump
sum severance payment in an amount equal to nine (9) months of Employee’s then
current Base Salary, less required withholding,
(ii) seventy
five percent (75%) of the amount of target Annual Bonus payable to Employee for
the then calendar year, less required withholding, and
(iii) the
amounts set forth in paragraph (c) below.
(b) If the
Company terminates Employee without Cause, or if Employee resigns for Good
Reason in accordance with Section 6.3, in either case within three months before
and twelve (12) months following a Change of Control (as defined in paragraph
(d) below), then Employee will be entitled to receive in lieu of those payments
set forth in Section 6.2(a) above, on Employee’s first regular payday
following Termination Date, the following:
3
(i) a lump
sum severance payment in an amount equal to two hundred percent (200%) of
Employee’s then current Base Salary, less required withholding,
(ii) one
hundred percent (100%) of the amount of target Annual Bonus payable to Employee
for the then calendar year, less required withholding, and
(iii) the
amounts set forth in paragraph (c) below.
(c) In
addition to those amounts set forth in paragraphs (a) or (b) above, as
applicable, Employee shall be entitled to (i) payment of all accrued and unused
vacation; (ii) reasonable costs not to exceed $10,000 for outplacement services
provided by a purveyor approved by Company, moving expenses or any other
reemployment cost, upon delivery to the Company of an itemized invoice for such
services provided that such costs are incurred within six (6) months of the
Termination Date; (iii) payment by the Company for continuation of all Health
Benefits in effect on the Termination Date and timely elected by Employee under
COBRA, for a period of eighteen (18) months following the Termination Date, or
until Employee is eligible to receive comparable health benefits from another
employer; (iv) any unpaid Annual Bonus with respect to the calendar year ended
prior to the termination of Employee’s employment; and (v) full accelerated
vesting of any and all unvested stock options and restricted stock grants held
by Employee.
(d) “Change of Control” shall mean
the occurrence, in a single transaction or in a series of related transactions,
of one or more of the following events:
(i) Any
Person, as defined under the Securities Exchange Act of 1934, as amended,
becomes the owner of securities of the Company representing more than fifty
percent (50%) of the combined voting power of the Company’s then-outstanding
securities, other than by virtue of a merger, consolidation or similar
transaction;
(ii) The
consummation of a merger, consolidation or similar transaction that directly or
indirectly involves the Company (a “transaction”), and the stockholders of the
Company immediately before consummation of the transaction do not own
immediately after consummation of the transaction,
either: (A) more than fifty percent (50%) of the combined voting
power of the outstanding voting securities of the entity that survives the
transaction; or (B) more than fifty percent (50%) of the combined voting
power of the outstanding voting securities of an entity that owns the surviving
entity;
(iii) The
stockholders of the Company approve, or the Board approves, a plan of complete
dissolution or liquidation of the Company, or a complete dissolution or
liquidation of the Company otherwise occurs;
(iv) The
consummation of a sale, lease or other disposition of all or substantially all
of the consolidated assets of the Company (a “disposition”) that requires
approval of Company stockholders under Delaware corporate law; provided that
this paragraph (d)(iv) excludes a disposition to an entity with respect to which
stockholders of the Company own immediately after the disposition more than
fifty percent (50%) of the combined voting power of the entity’s outstanding
voting securities; or
4
(v) The Board
ceases to be composed of at least a majority of Incumbent
Directors. “Incumbent Directors” are the current members of the Board
of Directors and any subsequent Board member who was nominated or elected by a
majority vote of the Incumbent Directors then in office.
Notwithstanding
the above clauses (i) through (v), a “Change of Control” shall not have occurred
(unless the Board determines otherwise) by reason of either of the
following: (A) any corporate reorganization, merger,
consolidation, transfer of assets, liquidating distribution or other transaction
entered into solely by and between the Company and any subsidiary (a
“reorganization”), provided the reorganization was approved by at least
two-thirds (2/3) of the Incumbent Directors (as defined above) then in office
and voting; or (B) any of the transactions described in clauses (i) through
(v) above occurs pursuant to an Insolvency Proceeding. An “Insolvency
Proceeding” means (A) the Company institutes or consents to the institution
of any proceeding under any debtor relief law, makes an assignment for the
benefit of creditors, or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for the Company or for all or any material part of the Company’s
property; or (B) any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of the Company and the appointment continues undischarged or unstayed for 60
calendar days; or (C) any proceeding under any debtor relief law relating
to the Company or to all or any material part of the Company’s property is
instituted without the consent of the Company and continues undismissed or
unstayed for 60 calendar days, or any order for relief is entered in any such
proceeding.
(e) In the
event that any payment to Employee described in Section 6.2(a) or 6.2(b) shall
be deemed at the relevant time to be subject to Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), then such payment shall be made
on the later of the date that is six months following the Termination Date or
when due. The payments and benefits to which Employee is entitled
under paragraphs (a) and (b) of this Section are referred to as
“Severance.” All other Company obligations to Employee pursuant to
this Agreement other than the Employee’s accrued benefits under the Company’s
benefit and welfare plans and his rights to indemnification and continued
coverage under the Company’s D&O policies will automatically terminate and
be completely extinguished as of the Termination Date.
6.3 Resignation
of Employee for Good Reason. Employee may
resign for “Good
Reason” upon notice to the Company within thirty (30) days following the
relevant event or condition if any of the following occurs without the
Employee’s express consent:
|
(a)
|
The
Board or Company (i) alters Employee’s duties, responsibilities or title
resulting in a significant diminution of the Employee’s position, duties,
responsibilities or status with the Company or, (ii) requires Employee to
report to anyone other than the most senior executive of the Company or
(iii) reduces Employee’s Base Salary, unless the base salaries of all
other employees of the Company at the Vice President level or above are
proportionately reduced and such reduction does not exceed 10% of
Employee’s Base Salary; or
|
5
|
(b)
|
The
Board or Company transfers or assigns Employee to any location that is
more than fifty (50) miles from the location of Employee’s principal
office. Required travel on the Company’s business that is
consistent with the business travel obligations of Employee’s position is
excluded from this Section.
|
|
(c)
|
The
Company materially breaches its obligations under this Agreement, but only
after the Employee has provided written notice to the Company specifying
such material breach and the Company fails to cure such breach within 20
days after its receipt of such
notice.
|
6.4 Resignation
by Employee Without Good Reason. Employee may
voluntarily resign position with the Company without Good Reason at any time on
thirty (30) days’ advance written notice. In the event Employee’s
resignation is without Good Reason, Employee will be entitled to receive, on
Employee’s first regular payday following Termination Date, a lump sum payment
equivalent to the following: (i) the Base Salary then in effect,
prorated to the Termination Date; and (ii) accrued unused vacation as of the
Termination Date, all of the foregoing to be less required
withholding. All other Company obligations to Employee pursuant to
this Agreement other than the Employee’s accrued benefits under the Company’s
benefit and welfare plans and his rights to indemnification and continued
coverage under the Company’s D&O policies will automatically terminate and
be completely extinguished.
6.5 Employee’s
Execution of Release. The payment of
Severance pursuant to Section 6.2, 6.3, or Section 6.6(b) is expressly
contingent upon execution by Employee or duly authorized
representative of a full and general release of any and all claims against the
Company and its officers and directors which related to Employee’s employment
with the Company and the termination of such employment in the form reasonably
required by the Company.
6.6 Termination Upon Death or
Disability.
(a) Death. Employee’s
employment will terminate automatically upon death of the
Employee. In the event of Employee’s death, Employee’s Base Salary
then in effect, prorated to the Termination Date, and any accrued unused
vacation as of the Termination Date, all of the foregoing to be less required
withholding, shall be paid, on the Employee’s first regular payday following
Termination Date, to the beneficiary designated in writing by the Employee
(“Beneficiary”) or, if no such Beneficiary is designated, to the Employee’s
estate. In addition, (i) the Company will continue the Employee’s
Base Salary until the earlier of six months from the Termination Date or the
commencement of death benefits under any existing Company Group Life Insurance
Plan, (ii) the Company shall pay any unpaid Annual Bonus with respect to the
calendar year ended prior to the termination of Employee’s employment and a pro
rata Annual Bonus (based upon his Target Bonus) for the year in which the
termination of employment occurs; and (iii) the Company shall fully accelerate
vesting of any and all unvested stock options and restricted stock grants held
by Employee.
(b) Disability. In the event that
Employee becomes physically or mentally disabled such that [he/she] is unable to
perform duties for a period of three (3) consecutive months as
determined by a medical professional (“Disability”),
the Company may
6
terminate Employee’s employment, unless otherwise prohibited by law. In the event of termination due to Disability, Employee shall be paid, on the Employee’s first regular payday following Termination Date, a lump sum payment equivalent to Employee’s Base Salary then in effect prorated to Employee’s Termination Date, and any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding. In addition, (i) the Company will continue Employee’s Base Salary (less any short term disability payments Employee receives from the Company) until the earlier of six (6) months from the Termination Date or the commencement of Long Term disability payments under any existing Company Long Term Disability Policy; (ii) the Company shall pay any unpaid Annual Bonus with respect to the calendar year ended prior to the termination of Employee’s employment and a pro rata Annual Bonus (based upon his Target Bonus) for the year in which the termination of employment occurs; and (iii) the Company shall fully accelerate vesting of any and all unvested stock options and restricted stock grants held by Employee.
6.7 Board
Action. The Company
agrees to take all actions required by the Board or otherwise to accelerate
Employee’s unvested stock options and restricted stock grants as required by
Sections 6.2, 6.3, or 6.6.
6.8 Adjustment
of Payments and Benefits. Notwithstanding
any provision of this Agreement to the contrary, if any payment or benefit to be
paid or provided hereunder would be an “Excess Parachute Payment,” within the
meaning of Section 280G of the Code, or any successor provision thereto, but for
the application of this sentence, then the payments and benefits to be paid or
provided hereunder shall be reduced to the minimum extent necessary (but in no
event to less than zero) so that no portion of any such payment or benefit, as
so reduced, constitutes an Excess Parachute Payment; provided, however, that the
foregoing reduction shall be made only if and to the extent that such reduction
would result in an increase in the aggregate payments and benefits to be
provided, determined on an after-tax basis (taking into account the excise tax
imposed pursuant to Section 4999 of the Code, or any successor provision
thereto, any tax imposed by any comparable provision of state law, and any
applicable federal, state and local income taxes). The determination
of whether any reduction in such payments or benefits to be provided hereunder
is required pursuant to the preceding sentence shall be made at the expense of
the Company, if requested by Employee or the Company, by the Company's
independent accountants. The fact that Employee's right to payments
or benefits may be reduced by reason of the limitations contained in this
Section shall not of itself limit or otherwise affect any other rights of
Employee under this Agreement. In the event that any payment or
benefit intended to be provided hereunder is required to be reduced pursuant to
this Section, Employee shall be entitled to designate the payments and/or
benefits to be so reduced in order to give effect to this
Section. The Company shall provide Employee with all information
reasonably requested by Employee to permit Employee to make such
designation. In the event that Employee fails to make such
designation within 10 business days of receipt of the information
requested, the Company may effect such reduction in any manner it deems
appropriate.
7. Agreement Not to
Compete.
7.1 No
Employment with, or Connection to, Competitor. Employee agrees
that, during the term of employment with the Company and for a period
of six (6) months, Employee will not, without securing the prior written
permission of the Company:
7
(a) be
employed by, act as an agent for, or consult with or otherwise perform services
for, a Competitor (as defined below); or
(b) own any
equity interest in, manage or participate in the management (as an officer,
director, partner, member or otherwise) of, or be connected in any other manner
with, a Competitor, except that this section shall not restrict Employee from
owning less than one percent (1%) of the equity interests of any publicly held
entity.
7.2 Nonsolicitation
of Company Employees and Customers. Employee agrees
that for a period of one (1) year following Employee’s Termination Date,
Employee will not, without securing the prior written permission of the Company,
induce or attempt to induce any Employee, officer, director, agent, independent
contractor, consultant, customer, strategic partner, licensor, licensee,
supplier or other service provider of the Company to terminate a relationship
with, cease providing services or products to, or purchasing products or
services from, the Company.
7.3 Definition
of Competitor. The term “Competitor”
as used in this Agreement means any individual or entity that is directly or
indirectly engaged in the development and/or commercialization in the United
States of one or more ex vivo cellular immunotherapies for the therapeutic
treatment of cancer, which ex vivo cellular immunotherapies generate twenty
percent (20%) or more of either the annual gross revenue or worldwide operating
expense of such Competitor in the United States. The term “Competitor”
also includes an individual or entity that is preparing to directly or
indirectly engage in the development and/or commercialization in the United
States of ex vivo cellular immunotherapies, if such ex vivo immunotherapies are
anticipated to generate twenty (20%) or more of either the annual gross revenue
or annual operating expense of such Competitor in the United States during the
first calendar year of development and/or commercialization.
7.4 Reasonableness
of Restrictions. The Company and
Employee agree that, in light of all of the facts and circumstances relating to
the relationship that exists and is expected to exist between the Company and
Employee, these restrictions (including, but not limited to, the scope of the
restricted activities, the duration of the restrictions, and the geographic
extent of the restrictions) are fair and reasonably necessary for the protection
of the goodwill and other protectable interests of the Company. If a
court or arbitrator of competent jurisdiction declines to enforce any of these
restrictions, the Company and Employee agree that the restrictions shall be
enforceable to the maximum extent allowed by law.
8. General
Provisions.
8.1 Successors
and Assigns. The rights and
obligations of Company under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of the
Company. Employee shall not be entitled to assign any of Employee’s
rights or obligations under this Agreement.
8.2 Waiver. Either party’s
failure to enforce any provision of this Agreement shall not in any way be
construed as a waiver of any such provision, or prevent that party thereafter
from enforcing each and every other provision of this Agreement.
8
8.3 Severability. In the event any
provision of this Agreement is found to be unenforceable by an arbitrator or
court of competent jurisdiction, such provision shall be deemed modified to the
extent necessary to allow enforceability of the provision as so limited, it
being intended that the parties shall receive the benefits contemplated in this
Agreement to the fullest extent permitted by law. If a deemed
modification is not satisfactory in the judgment of such arbitrator or court,
the unenforceable provision shall be deemed deleted, and the validity and
enforceability of the remaining provisions shall not be affected.
8.4 Interpretation;
Construction. The headings set
forth in this Agreement are for convenience only and shall not be used in
interpreting this Agreement. Both parties have participated in the
negotiation of this Agreement. Therefore, the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this
Agreement.
8.5 Notices. Any notice
required or permitted by this Agreement shall be in writing and shall be
delivered as follows with notice deemed given as indicated: (a) by
personal delivery when delivered personally; (b) by overnight courier upon
written verification of receipt; (c) by telecopy or facsimile transmission upon
acknowledgment of receipt of electronic transmission; or (d) by certified or
registered mail, return receipt requested, upon verification of
receipt. Notice shall be sent to the addresses set forth below, or
such other address as either party may specify in writing.
8.6 Survival. Section 6
(“Separation of Employee’s Employment”), Section 7 (“Agreement Not to Compete”),
Section 8 (“General Provisions”) of this Agreement shall survive Employee’s
employment by the Company.
8.7 Entire
Agreement. This Agreement,
the Offer Letter from Xxxx Xxxxxxxxxxx, dated November 25, 2009, the Company’s
stock option plan and documents reflecting options and restricted stock granted
to Employee, the Proprietary Information and Inventions Agreement entered into
by Employee at the commencement of employment with the Company, and
the Indemnity Agreement entered into by the Company and Employee, if any,
constitute the entire agreement between the parties relating to this subject
matter and supersede all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral. This Agreement
may be amended or modified only with the written consent of Employee and a duly
authorized officer of the Company. No oral waiver, amendment or
modification will be effective under any circumstances whatsoever.
8.8 Injunctive
Relief. Notwithstanding
the foregoing, any action brought by the Company under this Agreement seeking a
temporary restraining order, temporary and/or permanent injunction and/or decree
of specific performance of the terms of this Agreement may be brought in any
court of competent jurisdiction. The Company shall not be required to
post a bond as a condition for the granting of such relief.
8.9 Governing
Law and Venue. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
Washington as though made and to be fully performed in that
State. Venue for any action arising from this Agreement shall be
exclusively in King County, Washington.
9
8.10 Compliance
with Section 409A of the Code. To the extent
applicable, it is intended that this Agreement complies with the provisions of
Section 409A of the Code. This Agreement shall be administered in a
manner consistent with this intent, and any provision that would cause this
Agreement to fail to satisfy Section 409A of the Code shall have no force and
effect until amended to comply with Section 409A of the Code (which amendment
may be retroactive to the extent permitted by Section 409A of the Code and may
be made by the Company without the consent of Employee). In
particular, to the extent Employee becomes entitled to receive a payment or
benefit subject to Section 409A upon an event that does not constitute a
permitted distribution event under Section 409A(a)(2) of the Code, then
notwithstanding anything to the contrary in this Agreement, payment will be made
to Employee on the earlier of (a) Employee’s “separation from service” with the
Company (determined in accordance with Section 409A); provided, however, that if
Employee is a “specified employee” (within the meaning of Section 409A) and the
payment of any amounts described in this Agreement on account of Employee’s
“separation from service” (within the meaning of Section 409A of the Code) would
not meet the “short-term deferral” exemption under Section 409A of the Code (or
otherwise qualify for exemption under Section 409A of the Code), then the
Company will pay such amounts to Employee six months following Employee’s
"separation from service” (within the meaning of Section 409A of the Code) or
(b) Employee’s death. Notwithstanding the foregoing, the Company
shall not be obligated to guarantee any particular tax result for Employee with
respect to any payment or benefit provided to Employee hereunder, and Employee
shall be responsible for any taxes imposed on Employee in connection with any
such payment or benefit.
10
THE
PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT AND FULLY UNDERSTAND EACH AND
EVERY PROVISION.
| XXXX XXXXXX | |
|
Dated: January 4,
2010
|
/s/
Xxxx Xxxxxx
|
|
Address:
|
|
|
00 Xxxx 00xx Xxxxxx,
00X
|
|
| Xxx Xxxx, XX 00000 | |
| DENDREON CORPORATION | |
|
/s/ Xxxxxxxx X.
Gold, M.D.
|
|
|
Dated: January 4,
2010
|
Xxxxxxxx
X. Gold, M.D.
|
| Its: President & CEO |
11
