<PAGE>
                                                                   Exhibit 10.17

                                          *CERTAIN CONFIDENTIAL INFORMATION
                                          CONTAINED IN THIS DOCUMENT, MARKED
                                          BY BRACKETS, HAS BEEN OMITTED AND
                                          FILED WITH THE SECURITIES AND EXCHANGE
                                          COMMISSION PURSUANT TO RULE 24B-2 OF
                                          THE SECURITIES EXCHANGE ACT OF 1934,
                                          AS AMENDED.

                            ASSET PURCHASE AGREEMENT

                                     AMONG

                              CORIXA CORPORATION,

                          COULTER PHARMACEUTICAL, INC.

                                      AND

                         SMITHKLINE BEECHAM CORPORATION
                            (D/B/A GLAXOSMITHKLINE)

                                DECEMBER 12, 2004
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>  <C>                                                                    <C>
1.   DEFINITIONS ........................................................     1

2.   SALE AND PURCHASE ..................................................    14
     2.1    Transfer of Assets; Exclusive License and Sublicense ........    14
     2.2    Transfer of Liabilities .....................................    15
     2.3    Excluded Liabilities ........................................    16
     2.4    Purchase Price ..............................................    16
     2.5    Intentionally Omitted .......................................    22
     2.6    Termination and Survival of Contracts and Agreements ........    22
     2.7    Allocation of Purchase Price ................................    23
     2.8    Reports .....................................................    23
     2.9    Payment Method ..............................................    24
     2.10   Currency of Payment .........................................    24
     2.11   Records; Inspection .........................................    24
     2.12   Late Payment Penalty ........................................    25
     2.13   Taxes .......................................................    25
     2.14   License and Sublicenses .....................................    25

3.   CLOSING AND EFFECTIVE TIME .........................................    25
     3.1    Closing .....................................................    25
     3.2    Actions at the Closing ......................................    25
     3.3    No Condition to the Closing .................................    27

4.   REPRESENTATIONS AND WARRANTIES OF SELLERS ..........................    27
     4.1    Organization and Good Standing ..............................    27
     4.2    Authority; Authorization; Enforceability ....................    27
     4.3    No Default or Violation .....................................    27
     4.4    Title to Assets .............................................    28
     4.5    Assigned Contracts ..........................................    28
     4.6    Litigation; Other Claims ....................................    28
     4.7    Brokers and Finders .........................................    29
     4.8    Fair Consideration; No Fraudulent Conveyance ................    29
     4.9    Intellectual Property Rights ................................    29
</TABLE>


                                       -i-
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>  <C>                                                                    <C>
     4.10   Assets ......................................................    30
     4.11   Product Registrations .......................................    30
     4.12   Amersham Agreements .........................................    30
     4.13   Required Consent ............................................    30
     4.14   Dana-Farber Agreements ......................................    30
     4.15   Compliance with Laws; GMP ...................................    30
     4.16   Equipment ...................................................    31

5.   REPRESENTATIONS AND WARRANTIES OF THE BUYER ........................    31
     5.1    Organization and Good Standing ..............................    31
     5.2    Authority; Authorization; Enforceability ....................    31
     5.3    No Default or Violation .....................................    31
     5.4    Brokers and Finders .........................................    31

6.   COVENANTS ..........................................................    32
     6.1    Access to Information .......................................    32
     6.2    Further Action; Commercially Reasonable Efforts .............    32
     6.3    Power of Attorney ...........................................    32
     6.4    Related Data, Records and Materials .........................    33
     6.5    Confidentiality .............................................    33
     6.6    Public Disclosure ...........................................    34
     6.7    Transfer Taxes ..............................................    34
     6.8    Intentionally Omitted .......................................    34
     6.9    Transfer of Product Registrations ...........................    34
     6.10   Zevalin Agreement ...........................................    34
     6.11   No Impairment of Value ......................................    35
     6.12   Consents ....................................................    35
     6.13   Dana-Farber Assignment ......................................    35
     6.14   Non-Competition .............................................    35
     6.15   Post-Closing Review of Assigned Contracts ...................    35

7.   SCHEDULED EMPLOYEES ................................................    36
     7.1    Transition Plans ............................................    36
</TABLE>


                                      -ii-
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>  <C>                                                                    <C>
     7.2    Transition of Scheduled Employees ...........................    37
     7.3    Compensation of New Buyer Employees .........................    38
     7.4    Compensation and Benefits of Scheduled Employees ............    39
     7.5    No Right to Continued Employment or Benefits ................    40

8.   INDEMNIFICATION ....................................................    40
     8.1    Survival ....................................................    40
     8.2    Indemnification by Sellers ..................................    40
     8.3    Indemnification by the Buyer ................................    41
     8.4    Indemnification for Product Liability Claims ................    42
     8.5    Retention of Indemnification Rights Under
               Assigned Contracts .......................................    42
     8.6    Indemnification Procedures ..................................    42
     8.7    Limitations on Indemnification ..............................    43
     8.8    Knowledge of Breach .........................................    45

9.   MISCELLANEOUS ......................................................    45
     9.1    Expenses ....................................................    45
     9.2    Amendments and Waivers ......................................    45
     9.3    Successors and Assigns ......................................    45
     9.4    Governing Law ...............................................    46
     9.5    Counterparts ................................................    46
     9.6    Titles and Subtitles ........................................    46
     9.7    Notice ......................................................    46
     9.8    Severability ................................................    47
     9.9    Cumulative Remedies .........................................    47
     9.10   Construction of Agreement ...................................    47
     9.11   No Implied Waiver ...........................................    47
     9.12   Entire Agreement ............................................    47
     9.13   Relationship of Parties .....................................    47
     9.14   Waiver of Jury Trial ........................................    47
</TABLE>


                                      -iii-
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>         <C>  <C>
Exhibit A   --   Form of Bill of Sale
Exhibit B   --   Form of Assignment and Assumption Agreement
Exhibit C   --   Form of Assignment of Patents
Exhibit D   --   Form of Assignment of Trademarks
Exhibit E   --   Form of Dana-Farber Sublicense
Exhibit F   --   Form of Dana-Farber Assignment and Assumption Agreement
Exhibit G   --   Form of Termination Letter
</TABLE>


                                      -iv-
<PAGE>
                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this "Agreement") is entered into as of
December 12, 2004, by and among SmithKline Beecham Corporation (doing business
as GlaxoSmithKline), a Pennsylvania corporation (the "Buyer"), Corixa
Corporation, a Delaware corporation ("Corixa"), Coulter Pharmaceutical, Inc., a
Delaware corporation and wholly-owned subsidiary of Corixa ("Coulter"), (Corixa
and Coulter being hereinafter collectively and/or individually referred to, as
the context requires and admits, as the "Sellers"). The Sellers, on the one
hand, and the Buyer, on the other hand, are each referred to herein as a "Party"
and, collectively, as the "Parties."

                                    RECITALS

     WHEREAS, the Sellers have rights to the Bexxar therapeutic regimen, a
therapeutic radiolabelled antibody approved by the FDA for the treatment of
patients with CD-20 positive, follicular non-Hodgkins lymphoma, whose disease
has relapsed following chemotherapy and is refractory to Rituximab; and

     WHEREAS, the Buyer wishes to purchase from the Sellers, and the Sellers
wish to sell to the Buyer, all of the Sellers' right, title and interest in and
to the Bexxar therapeutic regimen, together with certain assets related thereto,
all on the terms and subject to the conditions set forth in this Agreement.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:

1.   DEFINITIONS.

     In this Agreement, unless the context otherwise requires, the following
terms will have the following meanings:

     1.1 "1998 SPA" means the Stock Purchase Agreement entered into between
Coulter and the Buyer, dated October 23, 1998.

     1.2 "2000 SPA" means the Stock Purchase Agreement entered into between
Coulter and the Buyer, dated April 20, 2000.

     1.3 "AFFILIATE" means with respect to a Party, any corporation, firm,
partnership or other entity, which directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with a
Party to this Agreement. An entity will be deemed to control another entity if
it (a) owns, directly or indirectly, at least fifty percent (50%) of the
outstanding voting securities or capital stock (or such lesser percentage which
is the maximum allowed to be owned by a foreign corporation in a particular
jurisdiction) of such other entity, or has other comparable ownership interest
with respect to any entity other than a
<PAGE>
corporation; or (b) has the power, whether pursuant to contract or ownership of
securities, to direct the management and policies of the entity.

     1.4 "AGREEMENT" has the meaning given such term in the Preamble.

     1.5 "ALLOCATION" has the meaning given such term in Section 2.7.

     1.6 "AMERSHAM AGREEMENTS" means (a) the Development, Commercialization and
License Agreement between Corixa and Amersham plc, dated October 26, 2001, (b)
the Manufacturing and Supply Agreement between Corixa and Amersham plc, dated
October 26, 2001 and (c) a Letter Agreement between Corixa and Amersham plc,
dated October 26, 2001.

     1.7 "ANNUAL AUSTRALASIAN NET SALES" means, with respect to a particular
calendar year, the total Australasian Net Sales for such calendar year.

     1.8 "ANNUAL NET SALES" means, with respect to a particular calendar year,
the total Net Sales for such calendar year.

     1.9 "ANSTO" means the Australian Nuclear Science & Technology Organization.

     1.10 "ANSTO LICENSE AGREEMENT" means that certain Bexxar License Agreement
by and among Corixa, Coulter and ANSTO, dated as of May 15, 2004.

     1.11 "ANSTO SUPPLY AGREEMENT" means that certain Tositumomab Supply
Agreement by and among Corixa, Coulter and ANSTO, dated as of May 15, 2004.

     1.12 "APPLICATION FOR REGISTRATION" means an application for registration,
as defined in the Therapeutic Goods Act and its foreign equivalents for
countries in the Australasian Territory other than Australia.

     1.13 "ASSETS" means the assets set forth in Section 2.1(a).

     1.14 "ASSET MATERIAL ADVERSE EFFECT" means any event, change or effect that
materially diminishes the value of the Assets, taken as a whole.

     1.15 "ASSIGNED CONTRACTS" means the contracts (or surviving rights and
provisions of terminated or expired contracts, as applicable) listed on Schedule
2.1 to the Sellers Disclosure Memorandum or assigned to the Buyer after the
Closing pursuant to Section 6.2(b).

     1.16 "ASSIGNMENT AND ASSUMPTION AGREEMENT" has the meaning given such term
in Section 3.2(a).

     1.17 "ASSIGNMENT OF PATENTS" has the meaning given such term in Section
3.2(a).

     1.18 "ASSIGNMENT OF TRADEMARKS" has the meaning given such term in Section
3.2(a).

     1.19 "ASSUMED LIABILITIES" has the meaning given such term in Section 2.2.


                                       -2-
<PAGE>
     1.20 "AUDITOR" has the meaning given such term in Section 2.11.

     1.21 "AUSTRALASIA NET BREACH AMOUNT" means the net amount of any
compensation received by the Buyer or its Affiliates as a result of ANSTO's
breach of the ANSTO License Agreement, to the extent such compensation is
reasonably determined by the Buyer to constitute reimbursement for loss of
royalties in the Australasian Territory due to such breach, after deducting any
costs and fees incurred by the Buyer in connection with seeking such
compensation from ANSTO, to the extent such costs and fees are reasonably
determined by Buyer to be related to such actions taken in the Australasian
Territory.

     1.22 "AUSTRALASIAN INITIAL APPROVAL" means the first approval of an
Application for Registration of a new biological agent for the Product by the
TGA.

     1.23 "AUSTRALASIAN NET SALES" has the meaning set forth in Section 1.51 of
the ANSTO License Agreement.

     1.24 "AUSTRALASIAN PAYMENT REPORT" has the meaning given such term in
Section 2.8(b).

     1.25 "AUSTRALASIAN REGULATORY MILESTONES COMPONENT" has the meaning given
such term in Section 2.4.

     1.26 "AUSTRALASIAN ROYALTY COMPONENT" has the meaning given such term in
Section 2.4.

     1.27 "AUSTRALASIAN SALES MILESTONES COMPONENT" has the meaning given such
term in Section 2.4.

     1.28 "AUSTRALASIAN TERRITORY" means the countries of Australia, New
Zealand, Singapore, Vietnam, China, Thailand, Hong Kong, Philippines, Malaysia,
Indonesia, Myanmar, Laos, Cambodia, India, Bangladesh, Pakistan, Pacific Islands
(specifically, Cook Islands, Federated States of Micronesia, Fiji, Kiribati,
Nauru, Niue, Palau, Papua New Guinea, Republic of the Marshall Islands, Samoa,
Solomon Islands, Tonga, Tuvalu and Vanuatu) and all provinces and territories
thereof.

     1.29 "BILL OF SALE" has the meaning given such term in Section 3.2(a).

     1.30 "BLA" means a Biologics License Application, as defined by the
regulations promulgated under the FD&C Act and the United States Public Health
Service Act and any supplements thereunder, as amended from time to time.

     1.31 "BUYER" has the meaning given such term in the Preamble.

     1.32 "BUYER INDEMNIFIED PARTIES" has the meaning given such term in Section
8.2.

     1.33 "CANADIAN INITIAL APPROVAL" means the first approval of an NDS for the
Product by Health Canada.


                                      -3-
<PAGE>
     1.34 "CANADIAN MILESTONES COMPONENT" has the meaning given such term in
Section 2.4.

     1.35 "CANADIAN ROYALTY COMPONENT" has the meaning given such term in
Section 2.4.

     1.36 "CANADIAN ROYALTY TERM" has the meaning given such term in Section
2.4(d).

     1.37 "CANADIAN TERRITORY" means the country of Canada and all provinces and
territories thereof.

     1.38 "CLAIM NOTICE" has the meaning given such term in Section 8.6.

     1.39 "CLOSING" has the meaning given such term in Section 3.1.

     1.40 "CLOSING DATE" has the meaning given such term in Section 3.1.

     1.41 "COBRA" has the meaning given such term in Section 7.4(b).

     1.42 "COBRA ELECTION" has the meaning given such term in Section 7.4(b).

     1.43 "COLLABORATION AGREEMENT" means that certain Collaboration Agreement
by and among Coulter, Corixa and the Buyer, dated as of October 23, 1998, as
amended on October 23, 1998, November 30, 1998, December 3, 1998, April 20,
2000, February 12, 2001, October 18, 2001 and May 22, 2003.

     1.44 "COMPETING PRODUCT" has the meaning given such term in Section 6.14.

     1.45 "CONFIDENTIALITY AGREEMENT" has the meaning given such term in Section
6.5.

     1.46 "COPYRIGHTS" means all copyrights, and all other literary property and
authorship rights, and all right, title and interest in all copyrights,
copyright registrations, certificates of copyright and copyrighted interests
throughout the world.

     1.47 "CORIXA" has the meaning given such term in the Preamble.

     1.48 "CORIXA CHANGE OF CONTROL" means with respect to Corixa: (a) a sale of
all or substantially all of Corixa's assets, voting stock or securities; (b) a
merger, reorganization or consolidation involving Corixa, in which the
stockholders of Corixa immediately prior to such transaction cease to own
collectively a majority of the voting equity securities of its successor entity;
or (c) the acquisition by a Person or group of Persons acting in concert of
fifty percent (50%) or more of the voting equity securities of Corixa.

     1.49 "COULTER" has the meaning given such term in the Preamble.

     1.50 "DANA-FARBER AGREEMENTS" means, collectively: the Agreement by and
between Dana-Farber Cancer Institute, Inc. ("Dana-Farber") and Coulter
Corporation, dated as of April 1, 1994; the Dana-Farber Assignment Agreement;
and the Agreement Regarding


                                      -4-
<PAGE>
Sublicenses by and among Dana-Farber, Coulter Corporation and Coulter, dated as
of December 2, 1998.

     1.51 "DANA-FARBER ASSIGNMENT AGREEMENT" means that certain Assignment
Agreement by and among Coulter Corporation, Coulter and InterWest Partners V,
L.P., dated as of February 24, 1995, in which Coulter Corporation sublicensed to
Coulter its rights to certain intellectual property, a copy of which has been
provided to the Buyer.

     1.52 "DANA-FARBER ASSIGNMENT AND ASSUMPTION AGREEMENT" has the meaning
given such term in Section 2.1(c).

     1.53 "DANA-FARBER SUBLICENSE" has the meaning given such term in Section
2.1(c).

     1.54 "DATA" means the data related to the Program, as described on Schedule
2.1 to the Sellers Disclosure Memorandum or transferred to the Buyer after the
Closing pursuant to Section 6.2(b).

     1.55 "DISPOSITION COMPONENT" has the meaning given such term in Section
2.4.

     1.56 "DISPOSITION EVENT" means the sale, assignment, exclusive license or
sublicense, transfer, divestiture or other disposition of all or substantially
all of the Buyer's right, title or interest in and to the Product, the Program
or the Assets in the U.S. Territory (or any geographic portion thereof or any
broader territory that includes all or any portion of the U.S. Territory) to a
Third Party by the Buyer or its Affiliates, through one or more transactions, or
any other transaction or series of transactions in which all or substantially
all of the Buyer's economic rights to the Product, the Program or the Assets in
the U.S. Territory (or any geographic portion thereof or any broader territory
that includes all or any portion of the U.S. Territory) is transferred to a
Third-Party. For the avoidance of doubt, a Disposition Event shall include,
without limitation, a sale, transfer, divestiture or other disposition to a
Third Party of any of the equity interest in a Person that is an Affiliate of
the Buyer and that holds any right, title or interest to all or substantially
all of the Product, Program or Assets in the U.S. Territory (or any geographic
portion thereof or any broader territory that includes all or any portion of the
U.S. Territory). A Disposition Event shall not include a GSK Change of Control.

     1.57 "DISPOSITION PAYMENT" has the meaning given such term in Section
2.4(j).

     1.58 "DOSIMETRY SOFTWARE" means that certain dosimetry software that was
approved by the FDA on or about October 20, 2004 for use in connection with the
Product and the Program.

     1.59 "EFFECTIVE TIME" means 12:00 a.m. Pacific time on the Closing Date.

     1.60 "EMPLOYEE BENEFIT PLAN" means any plan, program, policy, practice,
contract, agreement or other arrangement providing for compensation, severance,
termination pay, deferred compensation, retirement benefits, performance awards,
stock or stock related awards, fringe benefits or other employee benefits or
remuneration of any kind, whether written or unwritten or otherwise, funded or
unfunded, including each "employee benefit plan," within the meaning of Section
3(3) of ERISA (whether or not ERISA is applicable thereto), which is or has


                                       -5-
<PAGE>
been maintained, contributed to, or required to be contributed to, by any Party
or such Party's Affiliates for the benefit of the Scheduled Employees.

     1.61 "EMPLOYMENT TERM" has the meaning given such term in Section 7.2.

     1.62 "EQUIPMENT" means the equipment identified on Schedule 2.1 to the
Sellers Disclosure Memorandum.

     1.63 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any regulations promulgated thereunder.

     1.64 "EU TERRITORY" means Andorra, Austria, Belgium, Bosnia, Bulgaria,
Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany,
Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania,
Luxembourg, Monaco, Netherlands, Norway, Poland, Portugal, Romania, Russia, San
Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, United
Kingdom, Vatican City and Yugoslavia.

     1.65 "EXCLUDED ASSETS" means all property and assets of the Sellers not
either set forth in Section 2.1(a) or transferred to the Buyer after the Closing
pursuant to Section 6.2(b), all of which are expressly excluded from the
transfer pursuant to this Agreement.

     1.66 "EXCLUDED LIABILITIES" has the meaning given such term in Section 2.3.

     1.67 "FDA" means the United States Food and Drug Administration or its
successor.

     1.68 "FD&C ACT" means the United States Federal Food, Drug and Cosmetic
Act, as amended, and any regulations promulgated thereunder.

     1.69 "FIRST COMMERCIAL SALE" means, as the case may require, the first
commercial sale of the Product in either (a) the Canadian Territory after the
Product has been granted Canadian Initial Approval by Health Canada or (b)
Australasia after the Product has been granted Australasian Initial Approval.

     1.70 "GMP" means (i) current good manufacturing practices required by the
FDA with respect to Product manufactured for sale or clinical trials in the U.S.
Territory and for clinical supply to clinics in the E.U. Territory for
FDA-mandated clinical trials, (ii) current good manufacturing practices required
by Health Canada with respect to Product manufactured for clinical supply for
clinical trials in the Canadian Territory or for product manufactured in the
Canadian Territory for sale in the U.S. Territory, (iii) current good
manufacturing practices required by the E.U. in The Rules Governing Medicinal
Products in the European Community with respect to products manufactured in the
E.U., (iv) current good manufacturing practices required by the E.U. in the
European Clinical Trial Directive with respect to clinical trials in the E.U.
and (v) all applicable rules, regulations, orders and guidances issued by the
FDA, Health Canada and the European Community with respect to the foregoing.

     1.71 "GOVERNMENTAL ENTITY" means any federal, state, municipal or other
governmental authority, department, commission, board, agency, court or other
instrumentality (domestic or foreign), including, without limitation, the FDA.


                                       -6-
<PAGE>
     1.72 "GSK CANADA" means GlaxoSmithKline Inc., a corporation amalgamated and
continued under the laws of Canada and an Affiliate of the Buyer.

     1.73 "GSK CHANGE OF CONTROL" means with respect to the Buyer: (a) a sale of
all or substantially all of the Buyer's assets, voting stock or securities; (b)
a merger, reorganization or consolidation involving the Buyer or GSK PLC, as the
case may be, in which the stockholders of the Buyer or GSK PLC, as the case may
be, immediately prior to such transaction cease to own collectively a majority
of the voting equity securities of its successor entity; or (c) the acquisition
by a Person or group of Persons acting in concert of fifty percent (50%) or more
of the voting equity securities of the Buyer or GSK PLC, as the case may be.

     1.74 "GSK PLC" means GlaxoSmithKline plc, an English corporation and the
corporate parent of the Buyer.

     1.75 "HEALTH CANADA" means the federal Canadian regulatory agency having
jurisdiction over the manufacture, distribution, use and sale of the Product in
the Canadian Territory, and includes the Biologic and Genetic Therapies
Directorate of Health Canada or its successor.

     1.76 "IDENTIFIED CONSENTS" has the meaning given such term in Section 4.5.

     1.77 "IFRS" means the International Financial Reporting Standards as
produced and updated, from time to time, by the International Accounting
Standards Board or United Kingdom generally accepted accounting principles,
whichever financial accounting method is used by the Buyer at the applicable
time.

     1.78 "INDEMNIFICATION CLAIM" has the meaning given such term in Section
8.6.

     1.79 "INDEMNIFIED PARTIES" has the meaning given such term in Section 8.3.

     1.80 "INDEMNIFYING PARTY" has the meaning given such term in Section 8.6.

     1.81 "INTELLECTUAL PROPERTY RIGHTS" means, collectively, Patents, Trade
Secrets, Copyrights, Trademarks, Know-how, moral rights, trade names, domain
names, rights in trade dress, and all other intellectual property rights and
proprietary rights, whether arising under the laws of the United States, Canada
or any other state, country or jurisdiction, including, without limitation, all
rights or causes of action for infringement or misappropriation of any of the
foregoing.

     1.82 "INVENTORY" means the inventory identified on Schedule 2.1 to the
Sellers Disclosure Memorandum.

     1.83 "IODINE I 131 TOSITUMOMAB" means a [*] product that contains or
comprises the [*] monoclonal antibody, as sublicensed to Coulter pursuant to the
terms and conditions of the Dana-Farber Agreements and including all
improvements thereto made by or on behalf of the Sellers prior to the Closing,
conjugated with (131)Iodine.


                                       -7-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
     1.84 "IT TRANSITION PLAN" has the meaning given such term in Section
7.1(d).

     1.85 "KNOW-HOW" means all information not in the public domain, including
ideas, discoveries, inventions, data (including all clinical and non-clinical
data), formulae, techniques, procedures for experiments and tests, manufacturing
and technical information, specifications, results of experiments and tests,
designs, sketches, records and confidential analyses and interpretations of
information.

     1.86 "KNOWLEDGE" OR "KNOWLEDGE" means the actual knowledge of either of the
Sellers or the Buyer, as the context requires.

     1.87 "LAW" means any federal, state, local, municipal or foreign statute,
law, regulation, legislation, constitution, requirement, interpretation, permit,
license, approval, authorization, rule, ordinance, code, treaty, policy or rule
of common law of any Governmental Entity, including any judicial or
administrative interpretation thereof.

     1.88 "LIABILITIES" means any and all debts, duties, liabilities and
obligations of any nature whatsoever, whether accrued or fixed, absolute or
contingent, mature or unmatured or determined or determinable, including,
without limitation, those arising under any Law, those arising under any
contract, agreement, commitment, instrument, permit, license, franchise or
undertaking and those arising as a result of any act or omission, regardless of
whether such debt, duty, liability or obligation would be required to be
disclosed on a balance sheet prepared in accordance with IFRS and regardless of
whether such debt, duty, liability or obligation is immediately due and payable.

     1.89 "LIABILITY LIMIT" has the meaning given such term in Section 8.7(d).

     1.90 "LICENSE AND SUPPLY AGREEMENT" means that certain License and Supply
Agreement by and among Coulter, Corixa and GSK Canada, dated as of May 27, 2003,
as amended or supplemented on August 8, 2003 and July 19, 2004.

     1.91 "LICENSED PATENTS" means those Transferred Patents listed on Schedule
4.4 to the Sellers Disclosure Memorandum that are designated as such.

     1.92 "LIEN" means any mortgage, pledge, lien, security interest, option,
covenant, condition, restriction, encumbrance, charge, equitable interest,
preference, right of possession, lease, tenancy, license, encroachment,
infringement, interference, right of first refusal, preemptive right or other
third-party claim of any kind (including any restriction on transfer, receipt of
income, use, possession or other attribute of ownership).

     1.93 "LOAN AGREEMENT" means that certain Loan Agreement by and between
Coulter and the Buyer, dated as of October 23, 1998, as amended on June 28, 2002
and August 26, 2003.

     1.94 "LOSSES" has the meaning given such term in Section 8.2.

     1.95 "MANUFACTURING DEVELOPMENT COSTS PAYMENT" means the payment(s)
currently required to be made by the Buyer to Coulter under the terms of Section
3.3.3 of the Collaboration Agreement, which have not yet been paid as of the
Closing Date.


                                       -8-
<PAGE>
     1.96 "MANUFACTURING TECHNOLOGY" means Know-how owned by the Sellers that is
specifically and exclusively related to the manufacturing of the Product.

     1.97 "MARKETING MATERIALS" means advertising materials, training materials,
product data, price lists, mailing lists, sales materials, market information
(e.g., customer, sales and competitor data), promotional materials, artwork for
the production of packaging components, and other materials specifically and
exclusively associated with the Product, to the extent such materials are
legally transferable by Sellers.

     1.98 "MATERIAL CONTRACTS" means those Assigned Contracts set forth on
Schedule 1.89 to the Sellers Disclosure Memorandum.

     1.99 "MATERIALS" means all on-hand materials listed on Schedule 2.1 to the
Sellers Disclosure Memorandum, including but not limited to all quantities of
antibodies, cell lines, hybridomas, and materials related to the manufacture or
quality control thereof in connection with the Program.

     1.100 "NDS" means a New Drug Submission or a Supplemental New Drug
Submission, as defined by regulations promulgated by Health Canada, or any other
application for Regulatory Approval in the Canadian Territory that is the
equivalent of a BLA.

     1.101 "NET SALES" means gross amounts invoiced for sales of the Product by
a Party, its Affiliates or sublicensees, as appropriate, to Third Parties, less
the following items: (i) trade, quantity and cash discounts or rebates actually
allowed and taken and any other adjustments, including, without limitation,
those granted on account of price adjustments, billing errors, rejected goods,
damaged goods and recall returns; (ii) credits, rebates, charge-back and prime
vendor rebates, fees, reimbursements or similar payments granted or given to
wholesalers and other distributors, buying groups, health care insurance
carriers, pharmacy benefit management companies, health maintenance
organizations or other institutions or health care organizations; (iii) any tax,
tariff, customs duties, excise or other duties or other governmental charge
(other than an income tax or other taxes imposed on or measured by income)
levied on the sale, transportation or delivery of the Product and borne by the
seller thereof; (iv) payments or rebates paid in connection with sales of the
Product to any governmental or regulatory authority in respect of any state or
federal Medicare, Medicaid or similar programs; (v) any charge for freight,
insurance or other transportation costs charged to the customer; and (vi) any
write-offs for bad debt.

     In the event the Buyer or its sublicensees or Affiliates transfers the
Product to a Third Party in a bona fide arm's length transaction, for
consideration, in whole or in part, other than cash or to a Third Party in other
than a bona fide arm's length transaction, the Net Sales price for such Product
shall be deemed to be the standard invoice price then being invoiced by the
Buyer or its sublicensee or Affiliate entity in a bona fide arms length
transaction with similar customers for the Product in the relevant country.

     Notwithstanding any implication to the contrary contained herein, if
Product is sold by Buyer or an Affiliate to a sublicensee and then to a Third
Party, Net Sales shall include only the sale of such Product to the Third Party,
and not the earlier sale or transfer of the Product to a


                                      -9-
<PAGE>
sublicensee. The provision of Product samples free of charge shall not be
included in the calculation of Net Sales.

     1.102 "NEW BUYER EMPLOYEES" has the meaning given such term in Section
7.2(a).

     1.103 "OPERATING PROFIT OR LOSS" has the meaning set forth on Exhibit B-1
to the Collaboration Agreement.

     1.104 "OPERATIVE DOCUMENTS" means (a) the Bill of Sale, (b) the Assignment
and Assumption Agreement, (c) the Assignment of Patents and (d) Assignment of
Trademarks.

     1.105 "ORDER" means any (a) writ, judgment, injunction, consent, order,
decree, stipulation, award, edict, ruling, pronouncement, determination,
decision, verdict, sentence, subpoena, writ or executive order of or by any
Governmental Entity, arbitrator or arbitration panel or (b) contract with any
Governmental Entity entered into in connection with any Proceeding.

     1.106 "PARTY" or "PARTIES" has the meaning given such term in the Preamble.

     1.107 "PATENTS" means all patent rights and all right, title and interest
in all letters patent or equivalent rights and applications, including, without
limitation, provisional applications, for letters patent or rights, industrial
and utility models, industrial designs, certificates of invention, and other
government issued or granted indicia of invention ownership, including, without
limitation, any reissue, extension, division, continuation or
continuation-in-part applications throughout the world.

     1.108 "PAYMENT REPORT" has the meaning given such term in Section 2.8.

     1.109 "PERSON" means an individual, corporation (including any non-profit
corporation), general partnership, limited partnership, limited liability
partnership, joint venture, association, estate, trust, cooperative, foundation,
society, government or political subdivision or agency or instrumentality
thereof, union, limited liability company, joint stock company, firm or other
entity or organization.

     1.110 "PROCEEDING" means any action, suit, litigation, arbitration,
proceeding (including any civil, criminal, administrative, investigative or
appellate proceeding and any informal proceeding), prosecution, contest,
hearing, inquiry, inquest, audit, examination or investigation commenced,
brought, conducted or heard by or before or otherwise involving, any
Governmental Entity or any arbitrator or arbitration panel.

     1.111 "PROCEEDS DISTRIBUTION AGREEMENT" means that certain Settlement
Proceeds Distribution Agreement by and among Coulter, Corixa, the Buyer and the
Regents of the University of Michigan, a constitutional corporation of the State
of Michigan, dated August 23, 2004.

     1.112 "PRODUCT" means Tositumomab and Iodine I 131 Tositumomab, either (a)
together or (b) individually for use in connection with each other.


                                      -10-
<PAGE>
     1.113 "PRODUCT LIABILITY CLAIM" means any product liability claim made by a
patient, or his or her executors or representatives, including such a claim in
tort, contract, strict liability, failure to comply with regulatory and other
legal requirements, failure to provide adequate warnings and misuse of the
Product or any other theory of product liability, in each case that is related
to the Product.

     1.114 "PRODUCT REGISTRATIONS" means with respect to any country in the
world, the registrations, permits, licenses, consents, authorizations and other
approvals and pending applications and requests therefore, required by
applicable Governmental Entities relating to the marketing, sale, distribution,
pricing and reimbursement of the Product in such country, including but not
limited to INDs, BLAs, NDAs, Applications for Registration, NDSs and MAAs, and
any supplements or amendments to any of the foregoing, and any other equivalent
of the foregoing, in existence for the Product as of the Closing Date.

     1.115 "PROGRAM" means the business and operations (including all research,
non-clinical evaluation, clinical investigation, development and
commercialization activities) carried out with respect to the Product or any
component thereof, including, without limitation, research and development,
non-clinical and clinical testing and evaluation, regulatory approval process
and permits, sales, manufacturing, marketing and distribution to the extent that
they related to the Product and the conduct of clinical trials and
commercialization with respect thereto.

     1.116 "PROGRAM MATERIAL ADVERSE EFFECT" means any event, change or effect
that is materially adverse to the operation of the Program, taken as a whole, as
operated by Sellers prior to the date of this Agreement.

     1.117 "PURCHASE PRICE" has the meaning given such term in Section 2.4.

     1.118 "PUT-BACK CONTRACT" means any Assigned Contract other than a Reviewed
Contract (a) that has expired by its terms or has been terminated prior to the
Effective Time, (b) that is not related to the Product or the Program, (c) that
is illegal on its face, (d) that contains any noncompetition or nonsolicitation
covenant, (e) that contains any standstill restriction on purchases of equity of
another Person, (f) that contains any right of first refusal or similar
preemptive right on any Asset or purportedly with respect to any asset of Buyer,
(g) that the Buyer and Sellers reasonably and mutually agree shall constitute a
Put Back Contract (unless it is terminable at the election of Buyer on thirty
(30) days' notice or less), (h) that contains a stock option grant or equity
compensation award, (i) a copy of which is not delivered to Buyer (including by
electronic means) prior to the Effective Time or (j) that Corixa designates as a
Put-Back Contract pursuant to Section 6.15(b).

     1.119 "RECORDS" means the records, documents and files identified on
Schedule 2.1 to the Sellers Disclosure Memorandum or transferred to the Buyer
after the Closing pursuant to Section 6.2(b), including files pertaining to the
Product Registrations, Transferred Intellectual Property, Drug Master Files,
correspondence with the FDA and other Governmental Entities, validation
documents and data, market studies, sales histories and quality control
histories pertaining to the Product, accounting records, sales records,
suppliers lists, price lists, forecasts, market studies, customer service and
inquiry or complaint records, laboratory notebooks, quality


                                      -11-
<PAGE>
assurance/control procedures and records, product and raw material
specifications, clinical and preclinical data or results, regulatory compliance
filings and other regulatory records, product operation manuals and
instructions, standard operating procedures and written medical records, to the
extent any of which are related to the Product and are in the possession of,
owned by and reasonably available to the Sellers.

     1.120 "REGISTRATION RIGHTS AGREEMENT" means that certain Registration
Rights Agreement by and between Corixa and the Buyer, dated as of August 26,
2003.

     1.121 "REGULATORY APPROVAL" means any and all approvals (including
supplements, amendments, label expansions, pre- and post-approvals, pricing and
reimbursement approvals), licenses, registrations or authorizations of any
national, regional, state, provincial or local regulatory agency, department,
bureau, commission, council or other governmental entity, that are necessary for
the manufacture, distribution, use or sale of a product in a regulatory
jurisdiction.

     1.122 "REQUIRED CONSENT" means the consent listed on Schedule 3.2 to the
Sellers Disclosure Memorandum that is designated as such.

     1.123 "RESOLVED CLAIM" means an Indemnification Claim as to which either
(a) an arbitrator or court having jurisdiction has entered a final judgment,
decision, order or decree that either is not subject to appeal or as to which
notice of appeal has not been timely, filed or served or (b) the Indemnifying
Party has acknowledged and agreed to in writing.

     1.124 "REVIEWED CONTRACTS" means those Assigned Contracts listed on
Schedule 2.1 to the Sellers Disclosure Memorandum that are designated as such.

     1.125 "SCHEDULED EMPLOYEES" has the meaning given such term in Section 7.2.

     1.126 "SELECTED IP" means the Patents listed on Schedule 1.126 to the
Sellers Disclosure Memorandum.

     1.127 "SELLERS" has the meaning given such term in the Preamble.

     1.128 "SELLERS DISCLOSURE MEMORANDUM" means the disclosure memorandum
delivered by the Sellers to the Buyer in connection with this Agreement.

     1.129 "SELLERS INDEMNIFIED PARTIES" has the meaning given such term in
Section 8.3.

     1.130 "SELLERS' SCHEDULED EMPLOYEE NUMBER" has the meaning given such term
in Section 7.1.

     1.131 "START TIME" has the meaning given such term in Section 7.2(a).

     1.132 "SUPPLEMENTAL BLA APPROVAL" means the approval by the FDA of that
certain Supplemental Biologics License Application No. STN125011.24.

     1.133 "SURVIVAL PERIOD" has the meaning given such term in Section 8.1.


                                      -12-
<PAGE>
     1.134 "TERMINATED CONTRACTS" has the meaning given such term in Section
2.6(a).

     1.135 "TERMINATION LETTER" has the meaning given such term in Section 3.2.

     1.136 "TERMINATION PAYMENTS" has the meaning given such term in Section
6.15(b).

     1.137 "TGA" means the Therapeutic Goods Administration, the federal
Australian regulatory agency having jurisdiction over the manufacture,
distribution, use and sale of the Product in Australia and, as appropriate, such
other regulatory agencies for countries in the Australasian Territory other than
Australia.

     1.138 "THERAPEUTIC GOODS ACT" means the Therapeutic Goods Act of 1989
(Commonwealth) and any regulations promulgated thereunder.

     1.139 "THIRD PARTY" means any Person other than a Party or an Affiliate of
the same.

     1.140 "THIRD-PARTY CLAIM" has the meaning given such term in Section 8.6.

     1.141 "THRESHOLD" has the meaning given such term in Section 8.7(a).

     1.142 "TOSITUMOMAB" means a [*] product that contains or comprises the [*]
monoclonal antibody, as sublicensed to Coulter pursuant to the terms and
conditions of the Dana-Farber Agreements and including all improvements thereto
made by or on behalf of the Sellers prior to the Closing.

     1.143 "TRADE SECRETS" means all right, title and interest in all trade
secrets and trade secret rights arising under Law.

     1.144 "TRADEMARKS" means all right, title and interest in all trademark,
service mark, trade name and trade dress rights arising under the common law,
state law, federal law, and laws of foreign countries, and all right, title, and
interest in all trademark, service mark, trade name, and trade dress
applications and registrations interests throughout the world, and all goodwill
associated with the foregoing.

     1.145 "TRANSFER TAXES" has the meaning given such term in Section 6.7.

     1.146 "TRANSFERRED INTELLECTUAL PROPERTY RIGHTS" means all Intellectual
Property Rights in the Product and Dosimetry Software, or related to the Program
that are held as of the date hereof by Corixa, including, without limitation,
the Manufacturing Technology, Transferred Patents, the Transferred Trademarks
and all Trade Secrets that are directly and exclusively related to the Product
or the Program, and that are (a) owned by Corixa and assigned to the Buyer as
set forth in this Agreement, (b) owned by a third party and either licensed or
sublicensed to either Seller, the rights to which are assigned to the Buyer
under the Assigned Contracts, or (c) owned by Dana-Farber and either licensed or
sublicensed to either Seller, the rights to which are assigned or sublicensed to
the Buyer under the Dana-Farber Agreements.

     1.147 "TRANSFERRED PATENTS" means the Patents listed on Schedule 2.1 to the
Sellers Disclosure Memorandum or transferred to the Buyer after the Closing
pursuant to Section 6.2(b).


                                      -13-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
     1.148 "TRANSFERRED TRADEMARKS" means the Trademarks listed on Schedule 2.1
to the Sellers Disclosure Memorandum or transferred to the Buyer after the
Closing pursuant to Section 6.2(b).

     1.149 "TRANSITION PERIOD" has the meaning given such term in Section 7.1.

     1.150 "TRANSITION PLANS" has the meaning given such term in Section 7.1.

     1.151 "U.S. REGULATORY MILESTONES COMPONENT" has the meaning given such
term in Section 2.4.

     1.152 "U.S. ROYALTY COMPONENT" has the meaning given such term in Section
2.4.

     1.153 "U.S. ROYALTY TERM" has the meaning given such term in Section
2.4(a).

     1.154 "U.S. SALES MILESTONES COMPONENT" has the meaning given such term in
Section 2.4.

     1.155 "U.S. TERRITORY" means the country of the United States of America
and all territories and protectorates thereof.

     1.156 "VALID CLAIM" means a claim of any (a) issued, unexpired patent that
has not been revoked or held unenforceable or invalid by a decision of a court
or Governmental Entity of competent jurisdiction from which no appeal can be
taken, or with respect to which an appeal is not taken within the time allowed
for appeal, and that has not been disclaimed or admitted to be invalid or
unenforceable through reissue, disclaimer or otherwise or (b) patent application
that has been pending for less than five (5) years.

     1.157 "ZEVALIN AGREEMENT" means that certain Settlement and License
Agreement by and among Biogen Idec Inc., a Delaware corporation, Corixa,
Coulter, The Regents of the University of Michigan, a constitutional corporation
of the State of Michigan, and the Buyer, dated as of February 27, 2004.

2. SALE AND PURCHASE.

     2.1 TRANSFER OF ASSETS; EXCLUSIVE LICENSE AND SUBLICENSE.

          (a) The Sellers shall sell, assign, grant, transfer, convey and
deliver (or cause to be sold, assigned, granted, transferred, conveyed and
delivered) to the Buyer as of the Effective Time, and the Buyer shall purchase,
receive and accept from the Sellers as of the Effective Time, free and clear of
all Liens (other than Assumed Liabilities or Liens contained in or arising under
the Assigned Contracts), all of the Sellers' rights, title and interest in and
to the Assets, as set forth below, which do not include the Excluded Assets:

               (i)  all Transferred Intellectual Property Rights;

               (ii) the Product Registrations;


                                      -14-
<PAGE>
               (iii) the Product;

               (iv) the Program;

               (v)  the Materials, Data and Records;

               (vi) the Dosimetry Software;

               (vii) all Assigned Contracts;

               (viii) all Marketing Materials;

               (ix) all Inventory; and

               (x)  all Equipment.

          (b) In addition, the Sellers hereby grant to the Buyer an exclusive,
worldwide, royalty-free, fully paid-up license (or sublicense, as the case may
be) to any other assets owned by or licensed to either of the Sellers that are
required for the development, manufacture or commercialization of the Product,
but that are not related specifically or exclusively to the Product, solely for
use in connection with the development, manufacture and commercialization of the
Product or conduct of the Program and solely to the extent any such assets are
licensable or sublicensable (as applicable) by Seller under the terms of the
applicable agreements and the license provided for herein does not otherwise
result in a breach by either of the Sellers of any third-party agreement;
provided, however, that the Buyer agrees to maintain and protect the
confidentiality of all of the foregoing licensed or sublicensed assets that
constitute trade secrets of either Seller, applying the same degree of care with
which it maintains its own trade secrets but only for so long as such trade
secrets are treated as such by the Sellers.

          (c) On the Closing Date, (i) Coulter and the Buyer shall enter into a
sublicense, substantially in the form attached hereto as Exhibit E, with respect
to those rights set forth in Section 2.2 of the Dana-Farber Assignment Agreement
(the "Dana-Farber Sublicense") or (ii) to the extent that Coulter has obtained
consent from Dana-Farber and Coulter Corporation to assign Coulter's rights
under the Dana-Farber Agreements, Coulter and Buyer shall, in lieu of entering
into the Dana-Farber Sublicense, enter into an assignment and assumption
agreement with respect to such rights, substantially in the form attached hereto
as Exhibit F (the "Dana-Farber Assignment and Assumption Agreement").

     2.2 TRANSFER OF LIABILITIES. The Buyer agrees, effective as of the
Effective Time, to assume all Liabilities arising after the Closing under the
Assigned Contracts (the "Assumed Liabilities"). It is understood and agreed that
the Buyer is not assuming any Liabilities arising prior to the Effective Time
under the Assigned Contracts.


                                      -15-
<PAGE>
     2.3 EXCLUDED LIABILITIES. The Buyer shall not by virtue of this Agreement
assume Liability or responsibility for any Liability of the Sellers that is not
included within the definition of Assumed Liabilities (the "Excluded
Liabilities"). For the avoidance of doubt, Excluded Liabilities includes all
Liabilities arising under the Assigned Contracts prior to the Effective Time
(including, without limitation, any and all actual or alleged breaches or
defaults on the part of either of the Sellers with respect to the Assigned
Contracts), all Liabilities arising in connection with the failure to obtain the
Required Consents with respect to the Assigned Contracts and any Liabilities
arising from fraud or willful misconduct of Sellers relating to the Assets prior
to the Effective Time.

     2.4 PURCHASE PRICE. In consideration of the acquisition of the Assets
under Section 2.1, the Buyer will assume the Assumed Liabilities under Section
2.2 and pay to Corixa an aggregate purchase price (the "Purchase Price")
consisting of: (i) a royalty component, if any, for U.S. sales to be paid in
cash in the amounts, for the applicable periods and upon the terms and
conditions set forth in Section 2.4(a) (the "U.S. Royalty Component"); (ii) a
U.S. sales milestones component, if any, to be paid in cash following the
Closing Date in the amounts and upon the terms and conditions set forth in
Section 2.4(b) (the "U.S. Sales Milestones Component"); (iii) a U.S. regulatory
milestone component, if any, to be paid in cash following the Closing Date in
the amount and upon the terms and conditions set forth in Section 2.4(c) (the
"U.S. Regulatory Milestone Component"); (iv) a royalty component, if any, for
Canadian sales to be paid in cash in the amounts, for the applicable periods and
upon the terms and conditions set forth in Section 2.4(d) (the "Canadian Royalty
Component"); (v) a Canadian regulatory milestone component, if any, to be paid
in cash following the Closing Date in the amounts and upon the terms and
conditions set forth in Section 2.4(e) (the "Canadian Regulatory Milestones
Component"); (vi) a Canadian sales milestone component, if any, to be paid in
cash following the Closing Date in the amounts and upon the terms and conditions
set forth in Section 2.4(f) (the "Canadian Sales Milestones Component"); (vii) a
royalty component, if any, for Australasian sales to be paid in cash in the
amounts, for the applicable periods and upon the terms and conditions set forth
in Section 2.4(g) (the "Australasian Royalty Component"); (viii) an Australasian
sales milestone component, if any, to be paid in cash following the Closing Date
in the amounts and upon the terms and conditions set forth in Section 2.4(h)
(the "Australasian Sales Milestones Component"); (ix) an Australasian regulatory
milestone component, if any, to be paid in cash following the Closing Date in
the amounts and upon the terms and conditions set forth in Section 2.4(i) (the
"Australasian Regulatory Milestones Component"); and (x) a disposition payment,
if any, to be paid in cash in the amounts and upon the terms and conditions set
forth in Section 2.4(j) (the "Disposition Component").

          (a) U.S. Royalty. The Buyer shall pay Corixa royalties on Annual Net
Sales of the Product in the U.S. Territory, as follows:

               (i) [*] percent ([*]%) of Annual Net Sales of between $[*] and
$[*];

               (ii) [*] percent ([*]%) of Annual Net Sales of between $[*] and
$[*]; and

               (iii) [*] percent ([*]%) of Annual Net Sales in excess of $[*].


                                      -16-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
The U.S. Royalty Component will be payable in full until the expiration of all
Patents set forth on Schedule 2.1 hereto, containing at least one Valid Claim
that would be infringed by the manufacture, sale or use of the Product in the
U.S. Territory, and after such expiration, for the period ending [*] years after
the First Commercial Sale in the U.S. Territory, the royalty amounts payable
pursuant to Sections 2.4(a)(i)-(iii) shall be [*] by [*] percent ([*]%) (the
"U.S. Royalty Term"). Upon the expiration of the U.S. Royalty Term, the Buyer's
obligation to pay royalties in the U.S. Territory will be deemed fully-paid. For
clarification, the royalty rates set forth above are meant to be applied in turn
and are not meant to be exclusive of each other, and no royalty will be paid
with respect to Annual Net Sales in the U.S. Territory in an amount less than
$[*]. By way of example, if Net Sales of a Product in the U.S. Territory equal
$[*] in a calendar year, the royalty rate on $[*] of Net Sales of the Product
will be zero, the royalty rate on $[*] will be [*] percent ([*]%) and the
royalty rate on the remaining $[*] will be [*] percent ([*]%) for a total
royalty payment of $[*].

          (b) U.S. Sales Milestones. The Buyer shall pay Corixa the following
non-refundable, non-creditable amounts no later than [*] ([*]) days after the
end of each calendar quarter in which a sale causes an event specified below,
and upon receipt of an invoice from Corixa designating the bank account to which
such payment should be made:

               (i) $[*] upon the first achievement of Annual Net Sales in the
U.S. Territory in an amount equal to or in excess of $[*]; and

               (ii) $[*] upon the first achievement of Annual Net Sales in the
U.S. Territory in an amount equal to or in excess of $[*].

Buyer shall provide written notice to Corixa of the occurrence of any of the
foregoing events no later than [*] ([*]) days after the end of each calendar
quarter in which such an event occurs. For the avoidance of doubt, in the event
that Annual Net Sales in a particular year exceed more than both of the
threshold amounts specified in Sections 2.4(b)(i) and (ii) for the first time,
then the Buyer shall make both of the milestone payments specified in Sections
2.4(b)(i) and (ii). It is understood and agreed that each of the milestone
payments specified in Sections 2.4(b)(i) and (ii) will be paid only once, if at
all.

          (c) U.S. Regulatory Milestone. The Buyer shall pay Corixa a
non-refundable, non-creditable payment of $[*] within [*] ([*]) days after the
FDA grants the [*]. It is understood and agreed that the milestone payment
specified in this Section 2.4(c) will be paid only once, if at all. The Buyer
shall notify Corixa within [*] ([*]) days of the achievement of the milestone
specified in this Section 2.4(c), upon which notice Corixa shall issue to the
Buyer an invoice designating the bank account to which such payment should be
made. For the avoidance of doubt, the payment of the milestone set forth in this
Section 2.4(c) is the only regulatory milestone payable by the Buyer to either
Seller in the U.S. Territory, and no milestones contained in the Collaboration
Agreement shall be payable by the Buyer to either Seller under any
circumstances.

          (d) Canadian Royalty. From and after the First Commercial Sale in the
Canadian Territory, the Buyer shall pay Corixa a royalty of [*] percent ([*]%)
of Annual Net Sales, if any, in the Canadian Territory. The Canadian Royalty
Component will be payable in


                                      -17-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
full until the expiration of all Patents set forth on Schedule 2.1 hereto,
containing at least one Valid Claim that would be infringed by the manufacture,
sale or use of the Product in the Canadian Territory, and after such expiration,
for the period ending [*] years after the First Commercial Sale in the Canadian
Territory, the royalty amounts payable pursuant to this Section 2.4(d) shall be
reduced by [*] percent ([*]%) (the "Canadian Royalty Term"). Upon the expiration
of the Canadian Royalty Term, the Buyer's obligation to pay royalties in the
Canadian Territory shall be deemed fully-paid.

          (e) Canadian Regulatory Milestones. The Buyer shall pay Corixa the
following non-refundable, non-creditable amounts no later than [*] ([*]) days
after occurrence of each of the events specified below:

               (i) CAD$[*] upon Canadian Initial Approval of the Product in the
Canadian Territory; and

               (ii) CAD$[*] upon the earlier to occur of:

                    (A) the date that is [*] ([*]) months after the Canadian
Initial Approval; and

                    (B) the date of the issuance of the last-to-issue of the
reimbursement approvals for the provinces of Ontario, Quebec, British Columbia
and Alberta.

The Buyer shall notify Corixa within [*] ([*]) days of the achievement of the
milestones specified in this Section 2.4(e), upon which notice Corixa shall
issue to the Buyer an invoice designating the bank account to which such payment
should be made.

          (f) Canadian Sales Milestones. The Buyer shall pay Corixa the
following non-refundable, non-creditable amounts no later than [*] ([*]) days
after the end of each calendar quarter in which a sale causes an event specified
below, and upon receipt of an invoice from Corixa designating the bank account
to which such payment should be made:

               (i) CAD$[*] upon the first achievement of Annual Net Sales in the
Canadian Territory in excess of CAD$[*]; and

               (ii) CAD$[*] upon the first achievement of Annual Net Sales in
the Canadian Territory in excess of CAD$[*].

Buyer shall provide written notice to Corixa of the occurrence of any of the
foregoing events no later than [*] ([*]) days after the end of each calendar
quarter in which such an event occurs. For the avoidance of doubt, in the event
that Annual Net Sales in the Canadian Territory in a particular calendar year
exceed more than both of the threshold amounts specified in Sections 2.4(f)(i)
and (ii) for the first time, then the Buyer shall make both of the milestone
payments specified in Sections 2.4(f)(i) and (ii). It is understood and agreed
that each of the milestone payments specified in Sections 2.4(e)(i), 2.4(e)(ii),
2.4(f)(i) and 2.4(f)(ii) will be paid only once, if at all.


                                      -18-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
          (g) Australasian Royalty.

               (i) ANSTO. From and after the First Commercial Sale in the
Australasian Territory by ANSTO pursuant to the ANSTO License Agreement, the
Buyer shall pay Corixa [*] percent ([*]%) of any royalties on Australasian Net
Sales of the Product in the Australasian Territory received from ANSTO. As of
the date hereof, the Parties anticipate that the Buyer will receive from ANSTO
royalties as follows:

                    (A) [*] percent ([*]%) of Australasian Net Sales made during
the period commencing upon the Closing Date and ending on [*];

                    (B) [*] percent ([*]%) of Australasian Net Sales made during
the period commencing upon [*] and ending on [*];

                    (C) [*] percent ([*]%) of Australasian Net Sales made during
the period commencing upon [*] and ending on the date that the ANSTO License
Agreement is terminated or expired;

                    (D) Subject to the terms of Section 10.7(g) of the ANSTO
License Agreement, [*] percent ([*]%) of Australasian Net Sales made after the
date of termination of the ANSTO License Agreement, for so long as the Buyer,
its Affiliates, licensees, sublicensees or assigns continue to supply
Tositumomab to ANSTO under the ANSTO Supply Agreement; and

                    (E) Notwithstanding the foregoing, if the ANSTO Supply
Agreement is terminated by ANSTO under Sections 7.4, 7.6 or 7.7 of the ANSTO
Supply Agreement, or by the Sellers prior to the Closing pursuant to Sections
7.5, 7.6 or 7.7 of the ANSTO Supply Agreement or by the Buyer after the Closing
pursuant to Sections 7.5, 7.6 or 7.7 of the ANSTO Supply Agreement, then the
royalty rates payable by the Buyer under Section 2.4(g)(i)(A)-(C) will each be
[*] by [*] percent ([*]%) and the royalty rate payable by ANSTO under Section
2.4(g)(i)(D) will be [*] by [*].

For the avoidance of doubt, all the royalty rates set forth in Section 2.4(g)(i)
are the rates payable by ANSTO under the ANSTO License Agreement in effect as of
the date hereof. The Buyer shall pay to Seller [*] percent ([*]%) of the amounts
received by the Buyer from ANSTO (or its Affiliates or representatives), subject
to all the applicable reductions as set forth in the ANSTO License Agreement;
provided, that upon termination or expiration of the ANSTO License Agreement, no
further royalties will be payable by the Buyer to Corixa under the ANSTO License
Agreement that did not accrue prior to such termination or expiration.

               (ii) Third Party Australasian Sales. If the Buyer licenses its
rights to commercialize the Product in the Australasian Territory to a party or
parties other than ANSTO, or to ANSTO but pursuant to an agreement other than
the ANSTO License Agreement, then the Buyer shall pay to Corixa [*] percent
([*]%) of all royalties on Annual Net Sales, minimum annual royalties,
milestones, license fees, termination fees and other similar compensation, as
well as any compensation of the nature contemplated in Section 2.4(i)(iv),
received by the Buyer or its Affiliates from such other party(ies) or ANSTO, if
any, in the Australasian Territory. The royalties will be payable in full until
the expiration of all Patents set forth on Schedule 2.1


                                      -19-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
hereto, containing at least one Valid Claim that would be infringed by the
manufacture, sale or use of the Product in the Australasian Territory, and after
such expiration, for the period ending [*] ([*]) years after the First
Commercial Sale (regardless of which party makes the First Commercial Sale) in
the Australasian Territory, the royalty amounts payable pursuant to this Section
2.4(g)(ii) shall be reduced by [*] percent ([*]%). Upon the expiration of such
[*] ([*]) year period, no further royalties will be payable from the Buyer to
Corixa in the Australasian Territory.

               (iii) Buyer Australasian Sales. If the Buyer or its Affiliates
commercializes the Product in the Australasian Territory, then the Buyer shall
pay Corixa a royalty of [*] percent ([*]%) of Annual Net Sales, if any, in the
Australasian Territory. Such royalties will be payable in full until the
expiration of all Patents set forth on Schedule 2.1 hereto containing at least
one Valid Claim that would be infringed by the manufacture, sale or use of the
Product in the Australasian Territory. After such expiration, for the period
ending [*] ([*]) years after the First Commercial Sale (regardless of which
party makes the First Commercial Sale) in the Australasian Territory, the
royalty amounts payable pursuant to this Section 2.4(g)(iii) shall be [*] by [*]
percent ([*]%). Upon the expiration of such [*] ([*]) year period, no further
royalties will be payable from the Buyer to Corixa in the Australasian
Territory.

          (h) Australasian Sales Milestones. The Buyer shall pay Corixa the
following non-refundable, non-creditable amounts no later than [*] ([*]) days
after the end of each calendar quarter in which a sale causes an event specified
below, and upon receipt of an invoice from Corixa designating the bank account
to which such payment should be made:

               (i) $[*] upon the first achievement of Annual Australasian Net
Sales in the Australasian Territory in excess of $[*]; and

               (ii) $[*] upon the first achievement of Annual Australasian Net
Sales in the Australasian Territory in excess of $[*].

Buyer shall provide written notice to Corixa of the occurrence of any of the
foregoing events no later than [*] ([*]) days after the end of each calendar
quarter in which such an event occurs. For the avoidance of doubt, in the event
that Annual Australasian Net Sales in a particular year exceed more than both of
the threshold amounts specified in Sections 2.4(h)(i) and (ii) for the first
time, then the Buyer shall make both of the milestone payments specified in
Sections 2.4(h)(i) and (ii).

          (i) Australasian Regulatory Milestones. The Buyer shall pay Corixa the
following non-creditable and nonrefundable amounts in U.S. dollars within [*]
([*]) days of the occurrence of each of the events specified below:

               (i) $[*] upon Australasian Initial Approval of the Product in any
country in the Australasian Territory;

               (ii) $[*] upon date of establishment of the Medicare Benefits
Schedule price in Australia;


                                      -20-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
               (iii) $[*] upon the first approval by the TGA of an Application
for Registration for the Product for an indication other than an indication
covered by the Australasian Initial Approval; and

               (iv) an amount equal to [*] percent ([*]%) of any Australasia Net
Breach Amount.

It is understood and agreed that each of the milestones payments specified in
Sections 2.4(h)(i), 2.4(h)(ii), 2.4(i)(i), 2.4(i)(ii) and 2.4(i)(iii) will be
paid only once, if at all. In addition, subject to Section 2.4(i)(iv), if the
ANSTO License Agreement is terminated, the Buyer will not owe the Sellers any
unpaid milestone payment under Sections 2.4(h)(i), 2.4(h)(ii), 2.4(i)(i),
2.4(i)(ii) or 2.4(i)(iii) that were not achieved prior to termination of the
ANSTO License Agreement. The Buyer shall notify Corixa within [*] ([*]) days of
the achievement of the milestones specified in Sections 2.4(i)(i)-(iii), upon
which notice Corixa shall issue to the Buyer an invoice designating the bank
account to which such payment should be made.

          (j) Disposition Payment. If a Disposition Event occurs at any time up
to and including the [*] ([*]) anniversary of the Closing Date, the Buyer shall
pay to the Sellers in cash an amount equal to [*] percent ([*]%) of the net
value of all consideration paid (including through the forgiveness or assumption
of indebtedness), after deducting brokers fees, finders fees, investment banker
fees, attorneys fees and other similar transaction-related out-of-pocket costs
(a "Disposition Payment") to the Sellers or their Affiliates relating to such
Disposition Event no later than [*] ([*]) days following the closing of such
Disposition Event. Such payment shall be in addition to and not in lieu of any
royalty or milestone payment that may be payable to either of the Sellers by the
successor Person in such Disposition Event. For the avoidance of doubt, after
the [*] ([*]) anniversary of the Closing Date, the Buyer shall be free to effect
a Disposition Event without having to pay a Disposition Payment to the Sellers.

          (k) No Other Compensation. Other than the royalty and milestone
payments, the payments to be made under Section 2.4(i)(iv) and the Disposition
Payment, specifically enumerated in this Section 2.4, the Buyer will not owe any
other royalty, milestone or other compensation to the Sellers with respect to
the Assets, the Product or the Program, including, but not limited, to any
royalty or milestone payments with respect to the development or
commercialization of the Product in any country of the world other than the U.S.
Territory, the Canadian Territory or the Australasian Territory.


                                      -21-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
     2.5 INTENTIONALLY OMITTED.

     2.6 TERMINATION AND SURVIVAL OF CONTRACTS AND AGREEMENTS.

          (a) Effective as of the Effective Time, except for any obligations
arising out of this Agreement and the Operative Documents, all contracts,
agreements and arrangements of whatever nature relating to the development,
approval, marketing, manufacture, licensing, development or sale of the Product
or the Program, whether oral or in writing, between the Sellers or any of their
Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the
other hand, including, without limitation, the Collaboration Agreement, and the
Loan Agreement, as well as the 1998 SPA and the 2000 SPA (collectively, the
"Terminated Contracts"), are hereby terminated automatically without any further
action on the part of the Parties, and without liability to any Party, except
for those obligations, losses or Liabilities arising or accruing prior to the
Effective Time, subject to Section 8.4; provided, that under no circumstances do
such Liabilities include any milestone payments under the Collaboration
Agreement. In addition, the License and Supply Agreement will be terminated as
of the Effective Time, without liability to any Party or to GSK Canada, except
for those obligations, losses or Liabilities arising or accruing prior to the
Effective Time. Buyer shall cause GSK Canada to execute the Termination Letter
(as defined below) at the Closing. Notwithstanding anything to the contrary
herein, it is understood and agreed that nothing in this Agreement is intended
to change, prior to the Effective Time, the allocation of costs and liabilities
associated with the Program as between the Buyer and its Affiliates, on the one
hand, and the Sellers and their Affiliates, on the other hand, as currently
provided in the Operating Profit and Loss. The calculation, determination, audit
and settlement of the Operating Profit and Loss for the year ending December 31,
2004 shall survive the termination of the Collaboration Agreement and continue
in full force and effect in accordance with the terms set forth in the
Collaboration Agreement. Notwithstanding anything to the contrary in this
Agreement, the Zevalin Agreement (including, but not limited to, the economic
provisions of such agreement), the Proceeds Distribution Agreement, the
Registration Rights Agreement and any other agreement between the Parties not
related to the Products or the Program will remain in full force and effect
(other than the Terminated Contracts).

          (b) Except as otherwise provided in this Agreement, the Sellers, for
themselves, and their Affiliates and their respective representatives in their
capacities as such (together, in each case, with their successors), effective as
of the Effective Time, release and discharge the Buyer, each of its Affiliates
and each of their respective representatives in their capacities as such
(together, in each case, with their respective successors) from any and all
Liabilities, obligations and losses (whether by contract, in tort or otherwise,
and whether in law, in equity or both), rights of subrogation and contribution
and remedies of any nature whatsoever, known or unknown, relating to or arising
out of the Terminated Contracts and the License and Supply Agreement.


                                      -22-
<PAGE>
          (c) Except as otherwise provided in this Agreement, the Buyer, for
itself and its Affiliates and their respective representatives in their capacity
as such (together, in each case, with their successors), effective as of the
Effective Time, releases and discharges the Sellers and their Affiliates and
their respective representatives in their capacities as such (together, in each
case, with their respective successors) from any and all Liabilities,
obligations and losses (whether by contract, in tort or otherwise, and whether
in law, in equity or both) rights of subrogation and contribution and remedies
of any nature whatsoever, known or unknown, relating to or arising out of the
Terminated Contracts and License and Supply Agreement. Notwithstanding anything
to the contrary herein, it is understood and agreed that, except as otherwise
expressly provided in Section 8.4, nothing in this Agreement is intended to
change, prior to the Effective Time, the allocation of costs and liabilities
associated with the Program as between the Buyer and its Affiliates, on the one
hand, and the Sellers and their Affiliates, on the other hand, as currently
provided in the Operating Profit and Loss.

          (d) The obligation of the Buyer to make the Manufacturing Development
Costs Payment to the Sellers in an amount equal to $[*] is hereby terminated.

     2.7 ALLOCATION OF PURCHASE PRICE. The Parties agree that the Purchase Price
shall be allocated among the Assets in the manner set forth on Schedule 2.7 to
the Sellers Disclosure Memorandum (the "Allocation"). The Allocation will be
conclusive and binding upon the Parties for tax purposes, and neither Party will
make any statement or declaration to any taxing authority that is inconsistent
with the Allocation, except as provided below. Neither Party will take or permit
any of its Affiliates or representatives to take any position on any tax return,
with any taxing authority or in any judicial tax proceeding that is inconsistent
with the Allocation except as required by a final determination within the
meaning of Section 1313(a) of the Internal Revenue Code or any equivalent
provision of any applicable Law. Each Party will promptly provide the other
Party with any additional information required to complete Form 8594 if the
filing of such form is required. Each Party will timely notify the other Party,
and will timely provide the other Party with assistance, in the event of an
examination, audit or other proceeding regarding the Allocation.

     2.8 REPORTS.

          (a) With respect to the U.S. Royalty Component, the Canadian Royalty
Component and, if sales of the Product in the Australasian Territory are made by
the Buyer, its Affiliates, or a third party other than ANSTO, the Australasian
Royalty Component, the Buyer shall furnish to Seller a quarterly written report
showing in reasonable detail (i) an accounting of Net Sales in the U.S.
Territory, Canadian Territory and the Australasian Territory, if applicable and
as the case may be; (ii) royalties payable in U.S. dollars, if any, which shall
have accrued hereunder based upon Net Sales; (iii) withholding taxes, if any,
required by law to be deducted with respect to such sales; and (iv) the exchange
rates used to determine the amount of U.S. dollars (collectively, the "Payment
Report"). Payment Reports shall be due as soon as possible, but in any event no
later than [*] ([*]) days following the close of each applicable calendar
quarter. All royalties due to Corixa under this Agreement with respect to a
particular calendar quarter shall be paid together with, and be due at the same
time as, submission of the Payment Report.


                                      -23-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
          (b) With respect to the Australasian Royalty Component, so long as the
ANSTO License Agreement remains in effect and royalties are due thereunder, the
Buyer shall furnish to the Sellers in lieu of any Payment Report required
pursuant to Section 2.8(a), the payment report received by the Buyer from ANSTO
pursuant to Section 6.5 of the ANSTO License Agreement (the "Australasian
Payment Report"). For the avoidance of doubt, to the extent that ANSTO reduces
royalties paid to the Buyer pursuant to Section 6.4(b) of the ANSTO License
Agreement, the royalties paid by the Buyer to Seller under Section 2.4(g) will
be similarly reduced. The Australasian Payment Reports shall be due as soon as
possible, but in no event later than [*] ([*]) days following receipt of such
Australasian Payment Report from ANSTO. All royalties due to Corixa under this
Agreement shall be paid together with, and be due at the same time as,
submission of the Australasian Payment Report.

     2.9 PAYMENT METHOD. All payments due under this Agreement to the Sellers
shall be made by bank wire transfer in immediately available funds to an account
designated by Corixa. All payments hereunder shall be made in U.S. dollars.
Whenever conversion of payments from or to any foreign currency may be required,
such conversion shall be made using the Buyer's standard accounting practices
and procedures; provided, that such practices and procedures conform with IFRS;
and provided, further, that the Seller shall have the inspection and audit
rights set forth in Section 2.11 below. All payments hereunder shall be
non-creditable (unless otherwise specifically noted) and nonrefundable, unless
required in order to provide for the correction of mistakes or errors in
calculations.

     2.10 CURRENCY OF PAYMENT. All dollar amounts contained in this Agreement
are in United States dollars ($) unless specifically designated as Canadian
dollars (CAD$).

     2.11 RECORDS; INSPECTION. For a period of [*] ([*]) years after the
calendar quarter in which royalty payments are made by the Buyer to the Sellers
under Section 2.4, the Buyer shall keep complete and accurate records in
sufficient detail to permit the Seller to confirm the completeness and accuracy
of the information presented in each Payment Report and all payments due
hereunder. The Buyer shall permit an independent, certified public accountant
appointed by Corixa and reasonably acceptable to the Buyer (the "Auditor") to
audit and/or inspect those records of the Buyer (including but not limited to
financial records) that relate to Net Sales for the sole purpose of verifying
the completeness and accuracy of the Payment Reports hereunder. Such inspection
may only be conducted during the Buyer's normal business hours, no more than
once in any calendar year and upon at least thirty (30) days prior written
notice by the Seller to the Buyer. The Auditor shall execute a reasonable and
customary written confidentiality agreement with the Buyer and will disclose to
the Sellers only the amount and accuracy of payments reported and actually paid
or otherwise payable under this Agreement, and the basis for any discrepancy
thereof. The Auditor will send a copy of the report to the Buyer at the same
time it is sent to Sellers. If the Auditor concludes that such payments were
underpaid for the preceding year, the Buyer shall pay Seller the amount of any
such underpayments for the preceding year, plus interest as set forth in Section
2.12, within thirty (30) days of the date the Auditor delivers its report to the
parties so concluding that such payments were underpaid for the preceding year.
If the Auditor concludes that such payments were overpaid for the preceding
year, the Sellers shall provide the Buyer with a credit in the amount of any
such overpayments for the preceding year, within thirty (30) days of the date
the Auditor delivers its report to the parties so concluding that such payments
were overpaid for the preceding year. The Sellers shall


                                      -24-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
bear the full cost of such audit unless such audit discloses an underpayment by
more than [*] percent ([*]%) of the amount due for the preceding year. In such
case, the Buyer shall bear the full cost of such audit.

     2.12 LATE PAYMENT PENALTY. Any payment due under this Section 2 that is not
paid by fourteen (14) days after the payment's due date shall accrue interest,
which must be paid by the Party with the payment obligation to the recipient
Party, on a daily basis at a rate equal to the prime rate of interest published
from time to time in the Wall Street Journal as the prime rate; plus [*] percent
([*]%) from the date first owed until paid.

     2.13 TAXES. Any tax, duty or other levy required to be withheld by the
Buyer on account of royalties or other payments payable to the Sellers under
this Agreement, other than United States taxes and/or taxes imposed on or
measured by net income, will be deducted by the Buyer from the amount of
royalties or other payments otherwise due to the Sellers and promptly paid to
the relevant taxing jurisdiction. The Buyer will secure and send to the Sellers
proof of any such taxes, duties or other levies withheld and paid by the Buyer
for the benefit of the Sellers. The Buyer shall provide to the Sellers prompt
written notice of the requirements to withhold and shall cooperate with any
request made by the Sellers to ensure that amounts required to be withheld are
reduced to the fullest extent permitted by the relevant jurisdiction. The Buyer
shall cooperate with the Sellers in efforts required for the Sellers to receive
any and all benefits under applicable taxation treaties and any reimbursement or
refund of amounts so withheld and paid.

     2.14 LICENSE AND SUBLICENSES. In the event the Buyer or its Affiliates
licenses or sublicenses the right to develop or commercialize the Product in the
U.S. Territory, the Canadian Territory or the Australasian Territory, such
license(s) or sublicense(s) shall include an obligation for the licensee or
sublicensee to account for and report its milestone achievements and sales of
the Product on the same basis as if such achievements were made by the Buyer
and/or such sales were Net Sales by the Buyer, and the Buyer shall pay to
Corixa, with respect to such achievements and/or sales, milestone payments and
royalties with respect to the U.S. Territory, the Canadian Territory or the
Australasian Territory as if such achievements and/or sales of the licensee or
sublicensee were achievements and/or Net Sales of the Buyer.

3.   CLOSING AND EFFECTIVE TIME.

     3.1 CLOSING. The closing of the sale of the Assets, subject only to the
occurrence of the Effective Time, and the consummation of the other transactions
contemplated hereby (the "Closing") shall take place on December 31, 2004, at
9:00 a.m. local time at the offices of Orrick, Herrington & Sutcliffe LLP at 719
Second Avenue, Suite 900, Seattle, Washington, or at such other time, date or
place upon which the Parties may mutually agree in writing (the "Closing Date").

     3.2 ACTIONS AT THE CLOSING. At the Closing, the Sellers shall deliver the
Assets, and the Buyer and the Sellers shall take such actions and execute and
deliver the Operative Documents and such other agreements, instruments and
documents as are necessary or appropriate to effect the transactions
contemplated by this Agreement.


                                      -25-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
          (a) Conditions to the Buyer's Obligations at Closing. The purchase of
the Assets by the Buyer in accordance with the terms of this Agreement are
subject to the Sellers' delivery to the Buyer at the Closing of the following
instruments, agreements and certificates, and the delivery of each shall be the
sole condition to the Buyer's performance of its obligations at the Closing:

               (i) the general bill of sale substantially in the form attached
as Exhibit A (the "Bill of Sale") with respect to the Assets and the Program,
duly executed by the Sellers;

               (ii) a counterpart of the assignment and assumption agreement
substantially in the form attached as Exhibit B (the "Assignment and Assumption
Agreement") with respect to the Assigned Contracts, duly executed by the
Sellers;

               (iii) the assignment of Patents substantially in the form
attached as Exhibit C (the "Assignment of Patents") with respect to the
Transferred Patents (other than the Licensed Patents), duly executed by the
Sellers;

               (iv) the assignment of Trademarks substantially in the form
attached as Exhibit D (the "Assignment of Trademarks") with respect to the
Transferred Trademarks, duly executed by the Sellers;

               (v) the Required Consent;

               (vi) a certificate of the Secretary of each of the Sellers, in
form and substance reasonably satisfactory to the Buyer, as to the authenticity
and effectiveness of the actions of the board of directors of such Seller
authorizing the transactions contemplated by this Agreement and the Operative
Documents;

               (vii) a counterpart of a letter agreement terminating the License
and Supply Agreement as of the Closing Date, substantially in the form attached
hereto as Exhibit G (the "Termination Letter"), duly executed by the Sellers;
and

               (viii) either a counterpart of the Dana-Farber Sublicense or the
Dana-Farber Assignment and Assumption Agreement, as may be required by Section
2.1(c), duly executed by Coulter.

          (b) Conditions to the Sellers' Obligations at Closing. The sale of the
Assets by the Sellers in accordance with the terms of this Agreement are subject
to the Buyer's delivery to the Sellers at the Closing of the following
instruments, agreements and certificates, and the delivery of each shall be the
sole condition to the Sellers' performance of their respective obligations at
the Closing:

               (i) a counterpart of the Assignment and Assumption Agreement with
respect to the Assigned Contracts, duly executed by the Buyer;

               (ii) a certificate of the Secretary of the Buyer, in form and
substance reasonably satisfactory to the Sellers, as to the authenticity and
effectiveness of the actions of the


                                      -26-
<PAGE>
board of directors of the Buyer authorizing the transactions contemplated by
this Agreement and the Operative Documents;

               (iii) a counterpart of the Termination Letter, duly executed by
GSK Canada; and

               (iv) either a counterpart of the Dana-Farber Sublicense or
Dana-Farber Assignment and Assumption Agreement, as may be required by Section
2.1(c), duly executed by the Buyer.

     3.3 NO CONDITION TO THE CLOSING. For the avoidance of doubt, there shall be
no conditions to the Closing other than the execution and delivery by the
Sellers and the Buyer of the deliverables listed in Section 3.2, which
conditions may be waived at the discretion of the Party entitled to receive such
deliverables.

4.   REPRESENTATIONS AND WARRANTIES OF SELLERS.

     Except as otherwise set forth in the Sellers Disclosure Memorandum, in
order to induce the Buyer to enter into and perform this Agreement, the Sellers
represent and warrant to the Buyer as follows in this Section 4:

     4.1 ORGANIZATION AND GOOD STANDING. Each of Corixa and Coulter is a
corporation duly organized, validly existing and in good standing under the laws
of the state of Delaware.

     4.2 AUTHORITY; AUTHORIZATION; ENFORCEABILITY. Each Seller has full
corporate power and authority to execute and deliver this Agreement and each of
the Operative Documents to which it is a party, to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by each Seller of this Agreement and
each of the Operative Documents to which it is a party, the performance by each
Seller of its obligations hereunder and thereunder and the consummation by each
Seller of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of such Seller. This
Agreement and each of the Operative Documents has been duly executed and
delivered by each Seller that is a party to such Operative Document. This
Agreement and each of the Operative Documents constitutes a valid and binding
obligation of each Seller that is a party to such Operative Document,
enforceable against such Seller in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar Laws affecting creditors' rights generally or by general equitable
principles.

     4.3 NO DEFAULT OR VIOLATION. The execution, delivery and performance by
each Seller of this Agreement and each of the Operative Documents to which it is
a party, the performance of its obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby do not and will
not (with or without the giving of notice or lapse of time, or both): (a)
constitute a material violation of any provision of Law or any Order applicable
to such Seller; (b) require any consent, approval or authorization of, or
declaration, filing or registration with, any Governmental Entity; (c) result in
a default under, or acceleration or termination of, or the creation in any party
of the right to accelerate, terminate, modify or cancel, any material agreement,
license, permit, lease, note or other contract to which


                                      -27-
<PAGE>
such Seller is a party or by which it is bound or to which any of the Assets are
subject; (d) conflict with or result in a breach of or constitute a default
under any provision of the certificate of incorporation or bylaws (or similar
organizational documents) of such Seller; or (e) result in the imposition or
creation of any Lien on or with respect to any of the Assets (other than Liens
arising under the Assigned Contracts).

     4.4 TITLE TO ASSETS. The Sellers have good and marketable title in and to
the Assets. All of the Assets are owned by the Sellers free and clear of all
encumbrances, mortgages, pledges, liens or security interests and, except as
otherwise provided in the Assigned Contracts, free and clear of all other Liens,
and upon consummation of the transactions contemplated hereby, the Buyer will
have acquired all of the Sellers' rights, title and interest in and to the
Assets, free and clear of all Liens, and except for Liens created by or imposed
on the Buyer after the Closing through no act or fault of the Sellers. No Seller
has made any sale or assignment that would conflict with the sale and assignment
of its rights in and to the Assets to the Buyer as contemplated by this
Agreement. The Sellers make no representation or warranty regarding the probable
commercial success or profitability of, or resulting from the ownership, use,
operations, manufacturing, formulating, packaging, marketing or distribution of,
the Product after the Closing.

     4.5 ASSIGNED CONTRACTS. Schedule 2.1 to the Sellers Disclosure Memorandum
sets forth a list of all of the Assigned Contracts. Buyer acknowledges that the
contracts listed on Schedule 2.1 do not constitute all contracts related to the
Assets, the Product and the Program. The Reviewed Contracts constitute all
contracts which the Seller reasonably believes to be material to the Program or
the Product. All the Assigned Contracts are valid, binding and enforceable in
accordance with their terms by and against each Seller that is a party to such
Assigned Contract and, to the knowledge of each Seller, each other party
thereto, and are in full force and effect; provided that there may be Assigned
Contracts that have expired by their terms, but contain surviving rights or
Liabilities that will be assumed by the Buyer to the extent such rights or
Liabilities accrue after the Closing Date. Each Seller has performed in all
material respects all obligations imposed on it thereunder, and no Seller nor,
to the knowledge of any Seller, any other party thereto is in breach or default
thereunder. To the knowledge of each Seller, no event has occurred, and no
circumstance or condition exists, that would (with or without notice or lapse of
time): (i) constitute a material breach or material default by any Seller or, to
the knowledge of any Seller, any other party thereunder; (ii) result in a
material violation, material default or material breach of any of the provisions
of the Assigned Contracts; (iii) give any Person the right to declare a breach
or default or exercise any remedy for breach or default under the Assigned
Contracts; or (iv) give any Third Party the right to cancel, terminate or modify
any of the Assigned Contracts (except to the extent any such Assigned Contract
is by its terms terminable, cancelable or modifiable by such Third Party upon
prior notice or after the expiration of a specified term). The Sellers have not
received any written notice regarding any actual or alleged violation, breach or
default under any of the Assigned Contracts. Schedule 4.5 to the Sellers
Disclosure Memorandum sets forth a list of all Assigned Contracts that are also
Reviewed Contracts, which require the consent or waiver of any party to such
Assigned Contract as a result of the transactions contemplated hereby (the
"Identified Consents").

     4.6 LITIGATION; OTHER CLAIMS. There are no Proceedings against any Seller
relating to any of the Assets, the Product or the Program that are currently
pending or, to the knowledge


                                      -28-
<PAGE>
of any Seller, threatened at law or in equity before or by any Governmental
Entity, or that challenge or seek to prevent, make illegal, enjoin, alter, delay
or otherwise interfere with any of the transactions contemplated hereby or by
the Operative Documents. To the knowledge of the Sellers, no event has occurred
and no claim, dispute or other condition or circumstance exists, that might
directly or indirectly give rise to or serve as a basis for the commencement of
any such Proceeding. There is no Order to which any of the Assets, the Product
or the Program is subject. No Seller is in default under or with respect to any
Order of any court or any Governmental Entity. To the knowledge of each Seller,
there is no proposed Order that, if issued or otherwise put into effect, (a)
would have an Asset Material Adverse Effect, a Program Material Adverse Effect
or a material adverse effect on the ability of the Sellers to perform any
covenant or obligation under this Agreement or the Operative Documents, or (b)
would have the effect of preventing, delaying, making illegal or otherwise
interfering with the transactions contemplated by this Agreement and the
Operative Documents.

     4.7 BROKERS AND FINDERS. None of the Sellers, their Affiliates nor any of
their officers, directors or employees has employed any broker or finder or
incurred any liability for any brokerage fee, commission or finder's fee in
connection with the transactions contemplated by this Agreement.

     4.8 FAIR CONSIDERATION; NO FRAUDULENT CONVEYANCE. The sale of the Assets
pursuant to this Agreement is made in exchange for fair and equivalent
consideration and is not subject to any bulk sales or similar Law. Neither of
the Sellers is now insolvent and neither will be rendered insolvent by the sale,
transfer and assignment of the Assets pursuant to the terms of this Agreement.
Neither of the Sellers is entering into this Agreement or any of the other
agreements referenced in this Agreement with the intent to defraud, delay or
hinder its creditors, and the consummation of the transactions contemplated by
this Agreement, and the other agreements referenced by this Agreement, will not
have any such effect. The transactions contemplated in this Agreement or any
agreements referenced in this Agreement will not constitute a fraudulent
conveyance, or otherwise give rise to any right of any creditor of any Seller to
any of the Assets after the Closing.

     4.9 INTELLECTUAL PROPERTY RIGHTS. All of the Transferred Trademarks and
the Transferred Patents, other than the Licensed Patents, to the extent
registered or filed, have been duly registered or filed with the Governmental
Entities or registries designated on Schedule 2.1. The patent applications
included in the Transferred Patents, other than the Licensed Patents, have been
duly filed with the Governmental Entities or registries designated on Schedule
2.1. To the Sellers' knowledge, all of the Licensed Patents other than the
Selected IP, to the extent registered or filed, have been duly registered or
filed with the Governmental Entities or registries designated on Schedule 2.1.
To the Sellers' knowledge, neither the manufacture, development nor the
commercialization of the Product as currently being manufactured or
commercialized infringes upon any Third Party's patents or constitutes a
misappropriation of a Third Party's Trade Secrets or Know-how. There is no
interference action or litigation pending or, to the Sellers' knowledge, any
communication which threatens interference action, or other litigation before
any patent and trademark office, court, or any other Governmental Entity in any
jurisdiction in regard to the Transferred Patents or Transferred Trademarks. To
the Sellers' knowledge, no third party is infringing or misappropriating any of
the Transferred Intellectual Property Rights. There are no outstanding claims
asserted in writing or any claim threatened in


                                      -29-
<PAGE>
writing, against Sellers alleging the infringement or misappropriation by
Sellers of any Intellectual Property Rights of any other party that may have an
Asset Material Adverse Effect. There is no outstanding claim asserted in writing
or any claim threatened in writing to Sellers that any of the Transferred
Patents is invalid. The Sellers are not bound by any agreement, commitment or
arrangement that would limit the ability of Buyer to develop, manufacture or
commercialize the Product or the Assets or conduct the Program after the
Closing, except as otherwise indicated in the Material Contracts, copies of
which have been provided to the Buyer, or as would not have a Program Material
Adverse Effect.

     4.10 ASSETS. The Assets to be transferred to the Buyer hereunder include
all Intellectual Property Rights, information, files and materials and other
assets necessary for the Buyer to have manufactured, develop and commercialize
the Product and conduct the Program in a manner substantially similar to
Sellers' practices prior to the Closing, except that (other than expressly
provided in the third sentence of Section 4.5) Sellers make no representation or
warranty in this Section 4.10 regarding the completeness of the Assigned
Contracts.

     4.11 PRODUCT REGISTRATIONS. To the Sellers' knowledge, all of the Product
Registrations are valid and in full force and effect as of the date hereof.

     4.12 AMERSHAM AGREEMENTS. The Amersham Agreements have been terminated,
and accordingly, Amersham plc no longer has any rights under the Amersham
Agreements, or otherwise arising out of or related to the relationship between
the Sellers and Amersham plc, to develop or commercialize the Product, use any
of the Assets or conduct the Program in the EU Territory.

     4.13 REQUIRED CONSENT. The Required Consent has been obtained.

     4.14 DANA-FARBER AGREEMENTS. All the Dana-Farber Agreements are valid,
binding and enforceable in accordance with their terms by and against each
Seller that is a party to such Dana-Farber Agreement and, to the knowledge of
each Seller, each other party thereto, including Beckman Coulter, Inc., and are
in full force and effect as of the date hereof. Each Seller has performed in all
material respects all material obligations imposed on it thereunder, and no
Seller nor, to the knowledge of any Seller, any other party thereto, including
Beckman Coulter, Inc., is in breach or default thereunder. To the knowledge of
each Seller, no event has occurred, and no circumstance or condition exists,
that would (with or without notice or lapse of time): (i) constitute a material
breach or material default of the Dana-Farber Agreements by any Seller or, to
the knowledge of any Seller, any other party thereunder; (ii) result in a
material violation, material default or material breach of any of the provisions
of the Dana-Farber Agreements; (iii) give any Person the right to declare a
breach or default or exercise any remedy for breach or default under the
Dana-Farber Agreements; or (iv) give any Third Party the right to cancel,
terminate or modify any of the Dana-Farber Agreements. The Sellers have not
received any written notice regarding any actual or alleged violation, breach or
default under any of the Dana-Farber Agreements.

     4.15 COMPLIANCE WITH LAWS; GMP. To the Sellers' knowledge, the Inventory
has been stored, packaged and manufactured in compliance in all material
respects with all applicable Laws, including but not limited to GMP, and
specifications applicable to the Product,


                                      -30-
<PAGE>
and is fit for its intended use. To the Sellers' knowledge, the Sellers and
their suppliers have conducted their business with respect to the Product in
compliance in all material respects with all applicable Laws, including but not
limited to GMP.

     4.16 EQUIPMENT. To the Sellers' knowledge, the Equipment currently used to
manufacture the Product as currently manufactured is in sufficient working
order, normal wear and tear accepted, and is in operating condition sufficient
to manufacture the Product as manufactured on the date hereof.

5.   REPRESENTATIONS AND WARRANTIES OF THE BUYER.

     In order to induce the Sellers to enter into and perform this Agreement,
the Buyer represents and warrants to the Sellers as follows in this Section 5:

     5.1 ORGANIZATION AND GOOD STANDING. The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Pennsylvania.

     5.2 AUTHORITY; AUTHORIZATION; ENFORCEABILITY. The Buyer has full corporate
power and authority to execute and deliver this Agreement and each of the
Operative Documents to which it is a party, to perform its obligations hereunder
and thereunder and to consummate the transactions contemplated hereby and
thereby. The execution and delivery by the Buyer of this Agreement and each of
the Operative Documents to which it is a party, the performance by the Buyer of
its obligations hereunder and thereunder and the consummation by the Buyer of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of the Buyer. This Agreement and each
of the Operative Documents has been duly executed and delivered by the Buyer.
This Agreement and each of the Operative Documents constitutes a valid and
binding obligation of the Buyer, enforceable against the Buyer in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar Laws affecting creditors' rights generally
or by general equitable principles.

     5.3 NO DEFAULT OR VIOLATION. The execution, delivery and performance by the
Buyer of this Agreement and each of the Operative Documents to which it is a
party, the performance of its obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby do not and will
not (with or without the giving of notice or lapse of time, or both): (a)
constitute a material violation of any provision of Law or any Order applicable
to the Buyer; (b) require any consent, approval or authorization of, or
declaration, filing or registration with, any Governmental Entity; (c) result in
a default under, or acceleration or termination of, or the creation in any party
of the right to accelerate, terminate, modify or cancel, any material agreement,
lease, note or other contract to which the Buyer is a party or by which it is
bound; or (d) conflict with or result in a breach of or constitute a default
under any provision of the Amended and Restated Articles of Incorporation or
Bylaws of the Buyer.

     5.4 BROKERS AND FINDERS. Neither the Buyer, its Affiliates, nor any of
their officers, directors or employees has retained any broker or finder or
incurred any liability for any brokerage fee, commission or finder's fee in
connection with the transactions contemplated by this Agreement.


                                      -31-
<PAGE>
6.   COVENANTS.

     6.1 ACCESS TO INFORMATION.

          (a) If, after the Closing, to properly operate the Assets or prepare
documents or reports required to be filed with Governmental Entities or the
Buyer's consolidated financial statements, it is necessary that the Buyer obtain
additional information within any Seller's possession relating to the Assets
(other than the Data and Records, which are covered by Sections 6.4(a) and
6.4(b)), such Seller will furnish or cause their representatives to furnish such
information, at reasonable times and upon reasonable notice, to the Buyer and
its authorized representatives. Each Seller shall maintain and make available
the information and records specified in this Section 6.1(a) for a period of
three (3) years after the Closing Date.

          (b) If, after the Closing, to properly prepare documents or reports
required to be filed with Governmental Entities or Corixa's consolidated
financial statements, it is necessary that Corixa obtain additional information
within the Buyer's possession relating to the Assets (other than the Data and
Records, which are covered by Sections 6.4(a) and 6.4(b)), the Buyer will
furnish or cause its representative to furnish, at reasonable times and upon
reasonable notice, such information to Corixa and its authorized
representatives. The Buyer shall maintain and make available the information and
records specified in this Section 6.1(b) for a period of three (3) years after
the Closing Date.

     6.2 FURTHER ACTION; COMMERCIALLY REASONABLE EFFORTS.

          (a) Upon the terms and subject to the conditions hereof, each of the
Parties shall use commercially reasonable efforts to take, or cause to be taken,
all appropriate action, and to do, or cause to be done, all things necessary,
proper or advisable under applicable Laws to consummate and make effective the
transactions contemplated hereby. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the purposes
of this Agreement or the other Operative Documents, each Party shall use
commercially reasonable efforts to promptly take all such action. Without
limiting the foregoing, the Sellers shall execute and deliver such other
documents and instruments as the Buyer may reasonably deem necessary or
advisable to effect and perfect the transfer of the Assets to the Buyer as
contemplated herein.

          (b) To the extent that any Seller or the Buyer identifies assets owned
by or licensed to the Sellers after the date hereof that were not included on
Schedule 2.1 to the Seller Disclosure Memorandum (other than any Put-Back
Contract), but which are required for the Buyer to have manufactured, develop
and commercialize the Product and conduct the Program in a manner substantially
similar to the Sellers' operations prior to the date hereof, such Seller shall
transfer or sublicense, subject to any restrictions on transfer or sublicensing,
and other terms and conditions relating thereto, all of its right, title and
interest in such assets to the Buyer, with such transfer to be completed as
promptly as commercially reasonable after such identification.

     6.3 POWER OF ATTORNEY. Effective at the Effective Time, the Sellers hereby
constitute and appoint the Buyer and its successors, assigns and agents, as
Corixa's true and lawful attorney-in-fact, with full power of substitution, in
the name of Corixa and its successors and assigns, and for the benefit of Corixa
or the Buyer: (i) to demand and receive from time to time


                                      -32-
<PAGE>
any and all of the Assets and to give and make receipts, releases and
endorsements for and in respect of the same or any part thereof; (ii) to make
any and all necessary or appropriate filings with any applicable governmental or
regulatory body in order to evidence the transfer of the Assets to the Buyer;
(iii) to institute, prosecute, compromise and settle any and all actions or
proceedings at law, in equity or otherwise as the Buyer may deem necessary or
appropriate in order to assert or enforce any claim, right or title of any kind
in, to or under any of the Assets; (iv) to defend, compromise or settle any and
all actions or proceedings with respect to any of the Assets; and (v) to do all
such acts and things with respect to the matters set forth in the preceding
clauses (i) through (v) as the Buyer shall deem reasonably necessary or
appropriate. Corixa hereby agrees that the appointment made pursuant to this
Section 6.3 and the powers hereby granted are coupled with an interest and are
and shall be irrevocable.

     6.4  RELATED DATA, RECORDS AND MATERIALS.

          (a) The Parties will cooperate and work together to allocate the Data,
Records and Materials in accordance with this Section 6.4. To the extent that
any Data, Records or Materials are related exclusively to the Product or
Program, such Data, Records or Materials shall be transferred to Buyer within
thirty (30) days of the Closing Date; provided, however, that any Data, Records
or Materials related to the manufacturing and supply of the Product shall be
transferred to the Buyer within thirty (30) days after the expiration of the
Transition Period, or at such earlier time as the Buyer reasonably requests. To
the extent that any Data, Records or Materials are related, but not exclusively
related to the Program, then possession of such Data, Records and/or Materials
will be transferred to the Buyer not later than forty-five (45) days following
the Closing Date, except that the Sellers may redact any information contained
in such Data or Records that does not pertain to the Program and the Sellers may
make at their own expense and retain electronic copies or photocopies of the
portions of such Data and Records that do not pertain to the Program.
Notwithstanding the foregoing, the Sellers shall not redact any preclinical or
clinical data, regulatory filings, correspondence with any Governmental
Entities, Drug Master Files or Product Registrations relating to the Product or
Program prior to the transfer of such materials to the Buyer.

          (b) If either Party requires access for legal or regulatory purposes
to original copies of any Data or Records that have been transferred to or
retained by the other Party, the Party in possession of such originals will make
such originals available to the other Party on a temporary basis on such Party's
reasonable request. The Party receiving such originals will return them to the
Party that provided them as promptly as practicable and in any event promptly
after they are no longer need for such legal or regulatory purpose.

     6.5 CONFIDENTIALITY. Corixa and the Buyer have previously executed a mutual
non-disclosure agreement dated October 29, 2004 (the "Confidentiality
Agreement"), which shall continue in full force and effect in accordance with
its terms. The Parties agree that once the Assets have been transferred from the
Sellers to the Buyer at the Effective Time, the Sellers will no longer have any
interest in such Assets (except to the extent set forth in this Agreement), and
Buyer will have all right, title and interest in such Assets. Accordingly, in
order to protect the Buyer's interest in information concerning the Assets, the
Parties agree that from and after the date hereof, all information known by or
disclosed to the Sellers regarding the Assets will be deemed to be GSK
Confidential Information (as defined in the Confidentiality Agreement) for


                                      -33-
<PAGE>
purposes of the Confidentiality Agreement, so that Sellers will have an
obligation to keep such information confidential according to the terms of the
Confidentiality Agreement.

     6.6 PUBLIC DISCLOSURE. On or immediately following the date hereof, the
Parties will issue a press release publicly disclosing the transactions
contemplated by this Agreement, subject to each Parties' prior approval of the
form thereof, which approval shall not be unreasonably withheld or delayed.
Thereafter, no Party shall issue any press release or otherwise make any public
(or nonconfidential) disclosure (whether or not in response to an inquiry)
regarding the terms of this Agreement and the transactions contemplated hereby
without the prior approval of the other Party (which approval shall not be
unreasonably withheld or delayed), except as may be required by Law or by
obligations pursuant to the listing requirements of the London Stock Exchange,
New York Stock Exchange or NASDAQ. If either Party is required to make any such
public disclosure, the Party required to make the disclosure shall use its
reasonable efforts to give the other Party prior notice and an opportunity to
review the disclosure prior to the public release of information.

     6.7 TRANSFER TAXES. The Parties shall equally bear and pay any sales taxes,
use taxes, transfer taxes, stamp taxes, conveyance taxes, excise taxes, mortgage
taxes, intangible taxes, documentary recording taxes, and any similar taxes
whatsoever ("Transfer Taxes") imposed by any Governmental Entity, if any, upon
the transfer of the Assets to the Buyer or the assumption of the Assumed
Liabilities by the Buyer hereunder. The Parties shall cooperate with each other
and use commercially reasonable efforts to minimize the Transfer Taxes.

     6.8 INTENTIONALLY OMITTED.

     6.9 TRANSFER OF PRODUCT REGISTRATIONS. Sellers shall send letters to the
FDA, Health Canada and the TGA indicating that the Product Registrations are
transferred to Buyer and that Buyer is the new owner of the Product
Registrations as of the Closing Date. Sellers shall provide to Buyer a copy of
said letters within thirty (30) business days after the Closing Date. As of the
Closing Date, the Buyer agrees to undertake all regulatory responsibilities
related to the Product Registrations.

     6.10 ZEVALIN AGREEMENT. Pursuant to Section 10.5 of the Zevalin Agreement,
to the extent Sellers are assigning all of their right, title and interest in
and to the Kaminski Patent Family (as defined in the Zevalin Agreement) and/or
the Wahl Patent Family (as defined in the Zevalin Agreement) to the Buyer, Buyer
hereby confirms its understanding of and agreement to the terms of the Zevalin
Agreement, including Sections 3.1 and 6.1.1.


                                      -34-
<PAGE>
     6.11 NO IMPAIRMENT OF VALUE. During the period commencing on the date
hereof and ending on the Closing Date, the Sellers shall use commercially
reasonable efforts to (i) protect and preserve the Assets and all rights with
respect thereto in all material respects for the benefit of the Buyer and (ii)
maintain satisfactory relationships with all material licensors, material
licensees, suppliers, contract manufacturers, distributors, clinical trial
investigators and sites, institutional review boards, customers, prescribers and
others having business relationships with the Sellers (other than the Sellers'
employees) with respect to the Product, the Assets or the Program. The Sellers
agree that they will, as of the date hereof, discontinue selling and marketing
support; provided, that after the date hereof, Sellers' employees previously
responsible for sale and marketing of the Product will focus on transition of
materials and other matters as set forth in the Commercial Transition Plan
(defined in Section 7.1).

     6.12 CONSENTS. During the period commencing on the date hereof and ending
on the Closing Date, the Sellers shall use commercially reasonable efforts to
obtain the Identified Consents; provided, however, that the Sellers shall have
no obligation to pay any consideration to Third Parties in exchange for such
Identified Consents.

     6.13 DANA-FARBER ASSIGNMENT. If Coulter and the Buyer enter into the
Dana-Farber Sublicense Agreement instead of the Dana-Farber Assignment and
Assumption Agreement, then the Sellers shall use diligent efforts to effect an
assignment from Coulter to the Buyer of all rights sublicensed to the Buyer
under the Dana-Farber Sublicense, including, without limitation, obtaining all
required consents under the Dana-Farber Agreements, as applicable.
Notwithstanding the foregoing, the Sellers' use of diligent efforts to effect
the assignment set forth in this Section 6.13 shall not include any obligation
to pay any consideration to Dana-Farber, Beckman Coulter, Inc. or any Third
Party in exchange for such assignment.

     6.14 NON-COMPETITION. Until the earliest of (i) [*] ([*]) years from the
Closing Date, (ii) a Disposition Event or (iii) a Corixa Change of Control, the
Sellers agree not to promote, market, sell or manufacture any product in the [*]
(a "Competing Product") anywhere in the world, or to acquire directly or
indirectly any rights or interest in or to a Competing Product which is being
promoted, marketed, sold or manufactured anywhere in the world.

     6.15 POST-CLOSING REVIEW OF ASSIGNED CONTRACTS.

          (a) At any time after the Effective Time and on or before [*], in the
event that Buyer, after completing its review of the Assigned Contracts that are
not Reviewed Contracts, identifies in good faith any Put-Back Contract (after
reasonable consultation with Corixa), Buyer may elect to reassign such contract
to the applicable Seller, with such reassignment to be effective as of the
Effective Time. In such event, Buyer and the applicable Seller shall enter into
an assignment and assumption agreement with respect to such Put-Back Contract
substantially in the form of the Assignment and Assumption Agreement.

          (b) In the event that on or before [*], Buyer elects to terminate any
Assigned Contract other than a Reviewed Contract, Buyer shall provide at least
ten (10) days' notice of such intent to Corixa, together with a statement of any
termination payments necessary to be made in connection with such termination
(such payments, the "Termination Payments"). Corixa shall pay to Buyer no later
than [*], an amount equal to [*] percent ([*]%) of all


                                      -35-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
Termination Payments that exceed $[*] individually; provided, however, that
Corixa shall in no event be obligated to pay Buyer more than $[*] in the
aggregate pursuant to this section (i.e., [*]% of $[*] in Termination Payments);
provided, further, however, that Corixa shall have the option in lieu of making
any Termination Payment to designate the Assigned Contracts related to such
Termination Payment as a Put-Back Contract and to assume such Assigned Contract
pursuant to Section 6.15(a).

7.   SCHEDULED EMPLOYEES.

     7.1 TRANSITION PLANS. Set forth on Schedule 7.1 are the Manufacturing and
Supply Transition Plan, Clinical Transition Plan and Commercial Transition Plan
(collectively, the "Transition Plans"). The period commencing as of the date
hereof and ending on June 30, 2005 is referred to herein as the "Transition
Period."

          (a) Manufacturing and Supply. During the term of the Manufacturing and
Supply Transition Plan, the Sellers and the Buyer shall take those actions
described in the Manufacturing Transition Plan set forth on Schedule 7.1. In
addition to the performance of the activities set forth in the Manufacturing and
Supply Transition Plan, it is understood and agreed that the Sellers shall
remain responsible for the management of the manufacturing and supply chain with
respect to the Product, subject to this Section 7.1(a). Specifically, the
Sellers responsibilities shall include, but not be limited to: planning,
ordering, bill payment to manufacturers, management of manufacturers, contract
administration, distribution of the Product, management of Tositumomab inventory
and distribution, manufacture and distribution of Iodine I 131 Tositumomab,
trouble shooting, QA investigation of deviations, QA investigation of customer
complaints, QA release, labeling updates, recall management, engineering and
technical support, importation of product and provision of information for all
regulatory updates and filings. Notwithstanding the foregoing, the Buyer shall
use diligent efforts to develop the expertise and knowledge required to manage
the manufacturing and supply chain, and agrees that to the extent that the Buyer
assumes control of any discrete, identifiable portion of the manufacturing and
supply chain, the Buyer will be responsible for such portion.

          (b) Clinical. During the term of the Clinical Transition Plan, the
Sellers and the Buyer shall take those actions described in the Clinical
Transition Plan set forth on Schedule 7.1. Notwithstanding the foregoing, the
Buyer shall use diligent efforts to develop the expertise and knowledge required
to manage the clinical and regulatory activities associated with the Product,
and agrees that to the extent that the Buyer assumes control of any discrete,
identifiable portion of such activities, the Buyer will be responsible for such
portion.

          (c) Commercial. During the term of the Commercial Transition Plan, the
Sellers and the Buyer shall take those actions described in the Commercial
Transition Plan set forth on Schedule 7.1. Notwithstanding the foregoing, the
Buyer shall use diligent efforts to develop the expertise and knowledge required
to manage the commercial activities associated with the Product, and agrees that
to the extent that the Buyer assumes control of any discrete, identifiable
portion of such activities, the Buyer will be responsible for such portion.

          (d) Information Technology. Promptly after the Closing Date, the
Parties shall develop a mutually agreed upon plan for transition of information
technology from the


                                      -36-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
Sellers to the Buyer (the "IT Transition Plan"). Notwithstanding the foregoing
and the terms of the IT Transition Plan, the Buyer shall use diligent efforts to
develop the expertise and knowledge required to manage the information
technology activities associated with the Product, and agrees that to the extent
that the Buyer assumes control of any discrete, identifiable portion of such
activities, the Buyer will be responsible for such portion.

          (e) Assistance. For a period of [*] ([*]) years after the Closing
Date, if the Buyer reasonably requires further advice or assistance with respect
to the activities undertaken pursuant to the Transition Plans to properly carry
out the purposes of the Transition Plans, the Sellers shall make available to
the Buyer, on reasonable terms and on reasonable notice, such of Sellers'
employees, if any, that may have expertise to provide such advice or assistance.
Such advice or assistance will be provided at the Buyer's reasonable request,
during the Sellers' normal business hours, at the Sellers' principal place of
business and upon reasonable advance written notice by the Buyer to the Sellers;
provided, that during the term of the applicable Transition Plan, the Buyer
shall reimburse the Sellers for costs incurred by the Sellers at the request of
the Buyer that are not incurred in the ordinary course of business as it relates
to the Product; and provided further, that after expiration of the term of the
applicable Transition Plan, the Buyer shall reimburse the Sellers for FTE costs
at a rate of $[*] per hour (solely to the extent any instance of advice or
assistance requires more than one hour of employee time) and out-of-pocket
expenses paid for travel, meals and lodging associated with providing such
advice or assistance.

     7.2 TRANSITION OF SCHEDULED EMPLOYEES.

          (a) The employees of the Sellers listed on Schedule 7.2 are
collectively referred to as "Scheduled Employees." Subject to Section 7.2, the
Sellers agree to offer to continue to employ each of the Scheduled Employees, at
such Scheduled Employee's existing terms of employment for the time period set
forth next to each Scheduled Employee's name on Section 7.2 (the "Employment
Term"); provided, however, that it is understood that all such employees are
employed "at will" and may terminate their employment with the Sellers at any
time; and provided, further, that the Sellers may terminate or demote any of the
Scheduled Employees at their sole discretion at any time if any such employee
violates company policy. Notwithstanding the foregoing, no later than thirty
(30) days prior to the end of the applicable Employment Term, the Buyer shall
inform the Sellers which of the Scheduled Employees to whom the Buyer will make
offers of employment. Any Scheduled Employee to whom Buyer makes an offer of
employment and who accepts such offer of employment (the "New Buyer Employees")
shall be subject to the Buyer's standard employment practices and policies upon
the commencement date of such New Buyer Employee's employment with the Buyer,
such commencement date to be agreed upon by each New Buyer Employee and the
Buyer (the "Start Time"). The employment of each New Buyer Employee with the
Sellers shall terminate upon the earlier to occur of either (i) the Start Time
or (ii) the end of the applicable Employment Term. The terms of employment with
the Buyer (or the Buyer's Affiliates) shall be as mutually agreed between each
New Buyer Employee and the Buyer (or the Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7. As of the Start Time, all New Buyer
Employees will be under the exclusive supervision of the Buyer and subject to
the Buyer's policies and procedures. The Sellers shall waive any non-compete
provisions of employment or


                                      -37-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
other contracts with Sellers that would affect the ability of the New Buyer
Employees to be employed by the Buyer in connection with the Program from and
after the Start Time.

          (b) If the Buyer reasonably designates a Scheduled Employee as
critical to the performance of the Transition Plans, and if such Scheduled
Employee is terminated prior to the end of the applicable Employment Term for
any reason or no reason, the Sellers shall use commercially reasonable efforts
to identify another existing employee of the Sellers with skills substantially
similar to those of the terminated Scheduled Employee. If such terminated
Scheduled Employee was critical to the performance of either the Manufacturing
and Supply Transition Plan or the IT Transition Plan, then the Sellers will
temporarily reassign such identified existing employee to replace the terminated
Scheduled Employee for the remainder of the applicable Employment Term. If such
terminated Scheduled Employee was critical to the performance of either the
Commercial Transition Plan or the Clinical Transition Plan, then the Sellers
will temporarily reassign such identified existing employee to replace the
terminated Scheduled Employee only if such employee is then available for
reassignment. The Sellers agree to allow the Buyer access during the Transition
Period to the Scheduled Employees and to maintain the Sellers' facilities and
allow the Scheduled Employees and the Buyer (at reasonable times and with
reasonable notice) access to the Sellers' facilities as required to conduct the
activities in the Transition Plans.

     7.3 COMPENSATION OF NEW BUYER EMPLOYEES.

          (a) Subject to Section 7.3(b), the Buyer shall have no obligation with
respect to payments of salary, compensation, wages, health, welfare or similar
benefits, commissions, bonuses (deferred or otherwise), severance, accrued
vacation and sick leave, stock grants or stock options, any benefits due under
the Sellers' Employee Benefit Plans or any other sums due to any Scheduled
Employee (and their covered dependents) that accrued before the Start Time
(including any payments accruing due to the transactions contemplated by this
Agreement). The Sellers will be fully responsible for all amounts and benefits
owing to the Scheduled Employees (and their covered dependents) as a result of
their employment with the Sellers and shall under no circumstances be
responsible for any amounts payable to any New Buyer Employee that arise as a
result of their employment with the Buyer at or after the Start Time. The
Sellers shall pay each Scheduled Employee all compensation owed in accordance
with and to the extent applicable under its standard employment policies and
procedures, and applicable law, from the date hereof until the date of
termination of such employees' employment with the Sellers.

          (b) The "Sellers' Scheduled Employee Number" shall mean $[*]. To the
extent that one or more Scheduled Employees voluntarily terminates his or her
employment with the Sellers prior to the end of the applicable Employment Term,
any amounts otherwise designated to be paid to such terminating Scheduled
Employee shall not be paid to such Scheduled Employee, but instead shall be
reallocated, by mutual agreement of the Sellers and the Buyer, to serve as
additional retention compensation for one or more other Scheduled Employees. The
Buyer may determine in its reasonable discretion whether to increase the amount
paid to the Scheduled Employees, and if requested by the Buyer in writing, the
Sellers shall pay such amount to the Scheduled Employees designated by the Buyer
no later than thirty (30) days after the date that such payments are requested
to be made. Within ten (10) days of the expiration of the Transition Period,
Corixa shall provide to the Buyer a report detailing the


                                      -38-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
amounts paid to each Scheduled Employee during the Transition Period, along with
an invoice for the amount paid to the Scheduled Employees at the Buyer's
direction in excess of the Sellers' Scheduled Employee Number. The Buyer shall
pay to Corixa the amount paid by the Sellers to the Scheduled Employees at the
Buyer's direction in excess of the Sellers' Scheduled Employee Number within
thirty (30) days of receipt of such report and invoice. Notwithstanding anything
to the contrary herein, in no event shall Corixa be obligated to pay to the
Scheduled Employees (whether reimbursed by Buyer or not) an amount in excess of
[*] percent ([*]%) of the Sellers' Scheduled Employee Number.

     7.4 COMPENSATION AND BENEFITS OF SCHEDULED EMPLOYEES.

          (a) At the Start Time, with respect to each New Buyer Employee, and at
the termination of all other Scheduled Employees' employment with the Sellers,
coverage for and participation by such New Buyer Employee or Scheduled Employee
(and their covered dependents), as the case may be, under all of the Sellers'
compensation and Employee Benefit Plans and other programs shall terminate
(except as otherwise required by law) and, at the Start Time, with respect to
each New Buyer Employee, eligibility for participation under the Buyer's
compensation and Employee Benefit Plans and other programs shall commence.

          (b) The Sellers shall retain or assume responsibility for providing
health care coverage to all Scheduled Employees (or any individual who
constitutes a qualified beneficiary under Section 4980B of the Code ("COBRA")
with respect to a Scheduled Employee) who are receiving (or become entitled to
receive) continuation health coverage pursuant to an election made under COBRA
or Sections 601-608 of ERISA (such an election to be called a "COBRA election")
relating to a qualifying event occurring (i) prior to the Start Time for New
Buyer Employees and (ii) prior to, at or after the Start Time for all employees
of the Sellers who are not New Buyer Employees. The Buyer shall be responsible
for providing health care coverage attributable to a COBRA election made by a
New Buyer Employee (or any individual who constitutes a qualified beneficiary
under COBRA with respect to a New Buyer Employee) that relates to a qualifying
event which occurs at or after the Start Time.

          (c) After the date hereof, the Sellers shall remain solely liable for
all claims under the Sellers' compensation and Employee Benefit Plans that are
incurred by (i) all employees of the Sellers who are not Scheduled Employees
(and their beneficiaries and covered dependents), (ii) New Buyer Employees and
their beneficiaries and covered dependents and (iii) all Scheduled Employees
(and their beneficiaries and covered dependents) who are not offered employment
by the Buyer. The Buyer shall be solely liable for all claims under the Buyer's
compensation and Employee Benefit Plans that are incurred by New Buyer Employees
and their beneficiaries and covered dependents at or after the Start Time. For
these purposes, a claim shall be deemed to have been incurred at the time when
the events giving rise to the claim occurred.

          (d) The Sellers shall remain responsible and liable for workers'
compensation claims relating to occupational illnesses resulting from exposure
occurring prior to the Start Time and injuries that are incurred (i) prior to
the Start Time with respect to the New Buyer Employees and (ii) prior to, at or
after the Start Time with respect to all employees of Sellers who are not New
Buyer Employees.


                                      -39-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
     7.5 NO RIGHT TO CONTINUED EMPLOYMENT OR BENEFITS. No provision in this
Agreement shall create any Third Party beneficiary or other right in any Person
(including any beneficiary or dependent thereof) for any reason, including,
without limitation, in respect of continued, resumed or new employment with the
Sellers or the Buyer (or any Affiliate of the Sellers or the Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by the Sellers, the Buyer or any Affiliate of the
Sellers or the Buyer. The Buyer is not under any obligation to hire any employee
of the Sellers, provide any employee with any particular benefits, or make any
payments or provide any benefits to those employees of the Sellers whom the
Buyer chooses not to employ.

8.   INDEMNIFICATION.

     8.1 SURVIVAL. All representations and warranties contained in this
Agreement or in the other Operative Documents or in any certificate delivered
pursuant hereto or thereto shall survive until 5:00 p.m., Pacific time, on the
[*] ([*]) anniversary of the Closing (the "Survival Period") and shall not be
deemed waived or otherwise affected by any investigation made or any knowledge
acquired with respect thereto. For purposes of this Agreement, each statement or
other item of information set forth in the Sellers Disclosure Memorandum shall
be deemed to be a representation and warranty made by the Sellers in this
Agreement. The covenants and agreements contained in this Agreement shall
survive and continue until all obligations with respect thereto shall have been
performed or satisfied or shall have been terminated in accordance with their
terms.

     8.2 INDEMNIFICATION BY SELLERS. From and after the Closing, each Seller
jointly and severally shall indemnify, defend and hold harmless the Buyer and
its Affiliates, and their respective officers, directors, stockholders,
employees, agents and controlling Persons (the "Buyer Indemnified Parties"),
from and against and shall compensate and reimburse any such party for any and
all liability, damage, deficiency, loss, judgment, assessment, cost and expense,
including reasonable attorneys' fees, expert witness fees, and other fees and
costs of investigating and defending against lawsuits, complaints, actions or
other pending or threatened litigation (and including any appeal thereof), but
excluding all speculative or consequential damages ("Losses"), to the extent
arising from or attributable to:

          (a) any inaccuracy in the representations and warranties made by a
Seller in this Agreement;

          (b) any failure of a Seller to perform or observe any covenant or
agreement to be performed or observed by such Seller pursuant to this Agreement;

          (c) subject to Section 8.4, the ownership, use or operation of the
Assets, or the manufacture, distribution, use or sale of the Product, by a
Seller on or prior to the Closing (except to the extent any such Losses are the
responsibility of the Buyer Indemnified Parties under the Operating Profit and
Loss);

          (d) the Excluded Liabilities and Excluded Assets;


                                      -40-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
          (e) any amounts owing to the Scheduled Employees as a result of their
employment at or prior to the Start Time;

          (f) investigations or actions by Governmental Entities involving the
Assets that relate to actions of any Seller Indemnified Party (other than the
Buyer) that occurred on or prior to the Closing or conditions or events that
existed at or prior to the Closing and are not predominantly attributable to the
actions of any Buyer Indemnified Party after the Closing; and

          (g) any Proceeding commenced by a Buyer Indemnified Party for the
purpose of enforcing any of its rights under this Section 8 to the extent a
Buyer Indemnified Party is the prevailing party in such Proceeding.

     8.3 INDEMNIFICATION BY THE BUYER. The Buyer shall indemnify, defend and
hold harmless each Seller and its Affiliates, and its respective officers,
directors, stockholders, employees, agents and controlling Persons (the "Sellers
Indemnified Parties" and, together with a Buyer Indemnified Parties, the
"Indemnified Parties") from and against and shall reimburse any such party for
any and all Losses to the extent arising from or attributable to:

          (a) any inaccuracy in the representations and warranties made by the
Buyer in this Agreement;

          (b) any failure of the Buyer to perform or observe any covenant or
agreement to be performed or observed by the Buyer pursuant to this Agreement;

          (c) the ownership, use or operation of any of the Assets, or the
manufacture, distribution, use or sale of the Product, after the Closing;

          (d) the Assumed Liabilities;

          (e) any amounts owing to New Buyer Employees as a result of their
employment after the Start Time;

          (f) any investigations or actions by Governmental Entities involving
the Assets that relate to actions of a Buyer Indemnified Party that occurred
prior to, at or after the Closing or conditions or events that occurred or came
into existence after the Closing and are not predominantly attributable to the
actions of the Sellers Indemnified Party prior to or at the Closing;

          (g) any Proceeding commenced by any Sellers Indemnified Party for the
purpose of enforcing any of its rights under this Section 8 to the extent such
Sellers Indemnified Party is the prevailing party in such Proceeding; and

          (h) any act or omission of a Scheduled Employee within the scope of
his or her employment during the Transition Period, except to the extent such
Losses are caused by the gross negligence or willful misconduct of such
Scheduled Employee; and


                                      -41-
<PAGE>
          (i) Sellers' management of the manufacturing and supply chain with
respect to the Product during the Transition Period pursuant to Section 7.1(a),
except to the extent such Losses are caused by the gross negligence or willful
misconduct of either Seller, their Affiliates, or any of their respective
officers, directors, employees, agents and controlling Persons.

     8.4 INDEMNIFICATION FOR PRODUCT LIABILITY CLAIMS. Each Party shall be
responsible for and shall indemnify the other Party and its Affiliates,
officers, directors, stockholders, employees, agents and controlling Persons for
[*] percent ([*]%) of all Losses arising from Product Liability Claims in the
U.S. Territory with respect to the Product manufactured prior to the Effective
Time. Seller shall be responsible for and shall indemnify the Buyer Indemnified
Parties for all Losses arising from Product Liability Claims in any territory
other than the U.S. Territory with respect to the Product manufactured prior to
the Effective Time. Buyer shall be responsible for and shall indemnify the
Seller Indemnified Parties for all Losses arising from Product Liability Claims
worldwide with respect to the Product manufactured after the Effective Time.

     8.5 RETENTION OF INDEMNIFICATION RIGHTS UNDER ASSIGNED CONTRACTS.
Notwithstanding the Sellers' assignment of the Assigned Contracts to the Buyer
hereunder, the Sellers shall retain their existing rights under the Assigned
Contracts to seek and obtain indemnification from the other parties to such
Assigned Contracts with respect to events occurring prior to the Effective Time;
provided, that prior to the Sellers pursuing any such indemnification, the
Sellers shall first provide notice and a summary of the claim to the Buyer, and
shall afford the Buyer a reasonable opportunity to discuss such claim with the
Sellers. To the extent the Sellers have a claim against a party to a Material
Contract that is related to the Product or the Program and that is not otherwise
covered by indemnification under such Material Contract, then prior to the
Sellers pursuing any such claim, the Sellers shall first provide notice and a
summary of the claim to the Buyer, and shall afford the Buyer a reasonable
opportunity to discuss such claim with the Sellers. The Parties shall keep
confidential and shall not disclose any discussions between them under this
Section 8.5 unless required to pursue claims as provided herein.

     8.6 INDEMNIFICATION PROCEDURES. Any Indemnified Party seeking
indemnification hereunder shall give written notice (a "Claim Notice") of any
claim for indemnification under this Section 8 (an "Indemnification Claim") to
the other Party (the "Indemnifying Party") as promptly as practicable after the
discovery of facts upon which the Indemnified Party intends to base an
Indemnification Claim or, if such indemnification claim relates to the assertion
against the Indemnified Party of any claim by a Third Party (a "Third-Party
Claim"), promptly after the receipt by the Indemnified Party of notice of the
Third-Party Claim. The written notice of an Indemnification Claim shall describe
the facts and circumstances on which the asserted Indemnification Claim is
based, the amount thereof if then ascertainable (or, if not then ascertainable,
the estimated maximum amount thereof) and the provisions of this Agreement on
which the Indemnification Claim is based. After giving such notice of a
Third-Party Claim, the Indemnified Party shall permit the Indemnifying Party,
subject to the rights of or duties to any insurer or other Third Party having
potential liability therefor, to assume the defense of any such claim or any
litigation resulting from such claim, and, upon such assumption, shall cooperate
fully with the Indemnifying Party in the conduct of such defense. If the
Indemnifying Party has notified the Indemnified Party of the Indemnifying
Party's election to defend any such action


                                      -42-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
within fifteen (15) days after notice thereof has been given to the Indemnifying
Party, the provisions of Section 8.6(a) shall govern. If the Indemnifying Party
elects not to assume defense of a Third-Party Claim, or fails to provide
notification of its election within the fifteen-day period, the Indemnifying
Party shall be deemed to have waived its right to defend such action and the
provisions of Section 8.6(b) shall govern.

          (a) If the Indemnifying Party assumes the defense of any Third-Party
Claim or litigation resulting therefrom, the obligations of the Indemnifying
Party as to such claim shall be limited to taking all steps necessary in the
defense or settlement of such claim or litigation resulting therefrom. The
Indemnified Party may participate, at its expense, in the defense of such
Third-Party Claim or litigation, provided that the Indemnifying Party shall
direct and control the defense of such claim or litigation. The Indemnifying
Party shall not, in the defense of such Third-Party Claim or any litigation
resulting therefrom, consent to entry of any judgment that would adversely
affect the Indemnified Party, except with the written consent of the Indemnified
Party, or enter into any settlement that would adversely affect the Indemnified
Party, except with the written consent of the Indemnified Party, which judgment
or settlement does not include as an unconditional term thereof the delivery by
the claimant or the plaintiff to the Indemnified Party of a release from all
liability in respect of such Third-Party Claim or litigation. In addition, all
awards and costs payable by a Third Party to the Indemnified Party or the
Indemnifying Party shall belong to the Indemnifying Party. Any settlement by the
Indemnifying Party shall not, without the prior written consent of the
Indemnified Party, impose any obligation on the Indemnified Party or adversely
affect the Indemnified Party's rights hereunder.

          (b) If the Indemnifying Party shall not assume the defense of a
Third-Party Claim or litigation resulting therefrom, the Indemnified Party may
defend against such claim or litigation in such manner as it may deem
appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified
Party for the amount of all expenses, legal or otherwise, and other amounts for
which the Indemnifying Party is obligated hereunder, incurred by the Indemnified
Party in connection with the defense against or settlement of such Third-Party
Claim or litigation. If no settlement of such Third-Party Claim or litigation is
made, the Indemnifying Party shall promptly reimburse the Indemnified Party for
the amount of any final and nonappealable judgment rendered with respect to such
Third-Party Claim or in such litigation and of all expenses, legal or otherwise,
and other amounts for which the Indemnifying Party is obligated hereunder,
incurred by the Indemnified Party in the defense against such claim or
litigation.

     8.7  LIMITATIONS ON INDEMNIFICATION.

          (a) The Indemnified Parties shall not be entitled to receive any
indemnification payment with respect to any Indemnification Claim under Sections
8.2(a) and (b) and Section 8.3(a) and (b), as applicable, until the aggregate
Losses for which such Indemnified Parties would be otherwise entitled to receive
indemnification exceed $[*] (the "Threshold"); provided, however, that once the
aggregate Losses exceed the Threshold, such Indemnified Parties shall be
entitled to indemnification for the aggregate amount of all Losses without
regard to the Threshold.


                                      -43-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
          (b) The indemnification provided in this Section 8 shall be the sole
and exclusive remedy after the Closing for damages available to the Parties for
breach of any of the representations or warranties or covenants contained
herein; provided, however, this exclusive remedy for damages does not preclude a
Party from bringing an action for (i) fraud or (ii) specific performance or
other equitable remedy to require a Party to perform its obligations under this
Agreement or the Operative Documents.

          (c) An Indemnifying Party shall not be obligated to defend and hold
harmless an Indemnified Party, or otherwise be liable to such Party, with
respect to any claims made by the Indemnified Party pursuant to Section 8.2(a)
or 8.3(a) after the expiration of the Survival Period or other applicable time
limitation described in Section 8.1, except that indemnity may be sought after
the expiration of the Survival Period or other applicable time limitation for
any Indemnification Claim described in a Claim Notice that is delivered to the
Indemnifying Party prior to the expiration of the Survival Period or such other
time limitation applicable to such Indemnification Claim.

          (d) Notwithstanding anything to the contrary herein, except for Losses
based on fraud, the aggregate Liability of any Indemnifying Party under this
Section 8 for Losses arising from or attributable to (i) any inaccuracy in the
representations and warranties made by such Indemnifying Party in this Agreement
or any of the Operative Documents and (ii) any failure of such Indemnifying
Party to perform or observe any covenant or agreement to be performed or
observed by such Indemnifying Party pursuant to this Agreement or any of the
Operative Documents shall not exceed $[*] (the "Liability Limit"); provided,
however, that the amount of the Liability Limit shall be increased by an
additional amount equal to the amount of any royalties that the Sellers are paid
by the Buyer pursuant to Sections 2.4(a), (d) and (g) hereof in excess of $[*]
up to a maximum aggregate Liability Limit of $[*]. The Liability Limit shall not
be applicable to any other matter set forth in Section 8.2(c)-(g) or Section
8.3(c)-(i) or Section 8.4.

          (e) The amount of an Indemnifying Party's liability under this
Agreement shall be reduced by the amount of any applicable insurance proceeds
actually received by the Indemnified Party.

          (f) IN NO EVENT SHALL ANY PARTY OR THEIR AFFILIATES BE LIABLE FOR
SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND IRRESPECTIVE OF WHETHER SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE; PROVIDED
THAT THIS LIMITATION SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATIONS OF THE
PARTIES PURSUANT TO ARTICLE 8 FOR SUCH DAMAGES CLAIMED BY A THIRD PARTY.


                                      -44-    *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
          (g) No Buyer Indemnified Party shall have any right to offset, deduct,
counterclaim or otherwise withhold any amount from the payments due to Seller
under Section 2 with respect to any pending or unresolved claim under this
Section 8; provided, however, that a Buyer Indemnified Party shall have the
right to offset, deduct, counterclaim and otherwise withhold any amount from the
payments due to Seller under Section 2 with respect to any Resolved Claim under
this Section 8 that has not been paid in full, or any reimbursement properly due
to the Buyer pursuant to Section 8.6(b).

     8.8 KNOWLEDGE OF BREACH. For purposes of this Section 8, neither of the
Sellers shall be deemed to have breached (a) any representation or warranty
contained in Section 4.6 or (b) solely with respect to the Selected IP, any
representation or warranty contained in Section 4.9, if the Buyer has, on or
prior to the date hereof, any knowledge of the breach of, or of any facts or
circumstances constituting or resulting in a breach of, such representation or
warranty.

9.   MISCELLANEOUS.

     9.1 EXPENSES. Subject to the provisions of Section 8, regardless of whether
the transactions contemplated by this Agreement are consummated, each Party will
pay its own fees and expenses incident to the negotiation, preparation and
execution of this Agreement and the other Operative Documents and the
consummation of the transactions contemplated hereby and thereby (including
legal fees and accounting expenses).

     9.2 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended,
modified or waived only in a writing designated as an amendment and signed by
representatives of the Parties or their respective successors and assigns. Any
amendment or waiver effected in accordance with this Section 9.2 shall be
binding on the Parties and their respective successors and assigns.

     9.3 SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to
the benefit of the Parties and their respective successors and permitted
assigns. None of the Parties may assign any of its rights or obligations
hereunder without the prior written consent of all of the other Parties;
provided, however, that any Party may make such an assignment without the other
Parties' consent to Affiliates or to a successor to substantially all of the
business of such Party, whether in a merger, sale of stock, sale of assets or
other transaction. Any permitted successor or assignee of rights and/or
obligations hereunder shall, in a writing to the other Parties, expressly assume
the obligation for the performance of such rights and/or obligations. Any
permitted assignment shall be binding on and inure to the benefit of the
successors of the assigning Party. Any assignment or attempted assignment by any
Party in violation of the terms of this Section 9.3 shall be null and void and
of no legal effect. Except for the provisions of Section 8 hereof, none of the
provisions of this Agreement is intended to provide any rights or remedies to
any Third Party. Without limiting the generality of the foregoing, (a) no
employee of the Sellers shall have any rights under this Agreement or any of the
Operative Documents and (b) no creditor of the Sellers shall have any rights
under this Agreement or the Operative Documents.


                                      -45-
<PAGE>
     9.4 GOVERNING LAW. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the Parties shall be governed,
construed and interpreted in accordance with the Laws of the state of New York,
without giving effect to principles of conflict of Laws.

     9.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

     9.6 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

     9.7 NOTICE. Any notice required or permitted by this Agreement shall be in
writing and shall be deemed sufficient upon receipt, when delivered personally
or by courier, overnight delivery service or confirmed facsimile, or forty-eight
(48) hours after being deposited in the regular mail as certified or registered
mail (airmail if sent internationally) with postage prepaid, if such notice is
addressed to the Party to be notified at such Party's address or facsimile
number as set forth below, or as subsequently modified by written notice:

     (a)  if to the Sellers, to:

          Corixa Corporation
          Coulter Pharmaceuticals, Inc.
          1900 9th Avenue
          Seattle, Washington 98101
          Attention: General Counsel
          Facsimile No.: (206) 366-3700
          Telephone No.: (206) 366-4700

          with a copy to:

          Orrick, Herrington & Sutcliffe LLP
          719 Second Avenue, Suite 900
          Seattle, Washington 98104
          Attention: Stephen M. Graham
                     Alan C. Smith
          Facsimile No.: (206) 839-4301
          Telephone No.: (206) 839-4300

     (b)  if to the Buyer, to:

          GlaxoSmithKline
          2301 Renaissance Boulevard (Mailcode RN0220)
          King of Prussia, PA 19406-2772
          Attn: Vice President and Associate General Counsel
          Telephone: (610) 787-3626
          Fax: (610) 787-7084


                                      -46-
<PAGE>
     9.8 SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the Parties agree to renegotiate such
provision in good faith in order to maintain the economic position enjoyed by
each Party as close as possible to that under the provision rendered
unenforceable. In the event that the Parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then: (a) such provision shall
be excluded from this Agreement; (b) the balance of this Agreement shall be
interpreted as if such provision were so excluded; and (c) the balance of this
Agreement shall be enforceable in accordance with its terms.

     9.9 CUMULATIVE REMEDIES. All rights and remedies available to either Party
for breach of this Agreement are cumulative (and not alternative) and may be
exercised concurrently or separately, and the exercise of any one remedy will
not be deemed an election of such remedy to the exclusion of any other remedy.
The Parties agree that they would be irreparably damaged if this Agreement is
not performed in accordance with its specific terms or were otherwise breached.
It is accordingly agreed that the Parties shall be entitled to an injunction or
injunctions to prevent breaches or threatened breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in any court of
the United States, this being in addition to any other remedy to which the
Parties are entitled at law or in equity.

     9.10 CONSTRUCTION OF AGREEMENT. Each Party has cooperated in the drafting
and preparation of this Agreement and no principles of construction will be
applied against either Party on the basis that such Party drafted this
Agreement.

     9.11 NO IMPLIED WAIVER. No right under this Agreement or breach hereof may
be waived except in writing signed by the Parties. Neither the failure of a
Party to require performance of any provision of this Agreement nor the delay in
enforcing any right hereunder will be construed or act as a waiver of such
Party's rights to insist on performance of such provision or any other provision
or enforce any such right at some other time.

     9.12 ENTIRE AGREEMENT. This Agreement, the Confidentiality Agreement and
the Operative Documents constitute the entire agreement between such Parties
with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, both written and oral, between the Parties with
respect to the subject matter hereof and thereof.

     9.13 RELATIONSHIP OF PARTIES. For the purposes of this Agreement, each
Party is an independent contractor and not an agent, partner or employee of the
other Party. Neither Party shall have the authority to make any statements,
representations, nor commitments of any kind, or to take any action which shall
be binding on the other Party, except as may be explicitly provided for herein
or otherwise authorized in writing and executed by both Parties.

     9.14 WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTIES IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.


                                      -47-
<PAGE>
                            [Signature page follows.]


                                      -48-
<PAGE>
     IN WITNESS WHEREOF, this Asset Purchase Agreement has been duly executed
and delivered by the duly authorized representatives of each Seller and the
Buyer as of the date first above written.

                                        THE BUYER:

                                        SMITHKLINE BEECHAM
                                        CORPORATION (D/B/A
                                        GLAXOSMITHKLINE)


                                        By: /s/ J.P. Garnier
                                            ------------------------------------
                                            Name: J.P. Garnier
                                            Title: Authorized Representative

                                        THE SELLERS:


                                        CORIXA CORPORATION


                                        By: /s/ Steven Gillis
                                            ------------------------------------
                                            Name: Steven Gillis
                                            Title: CEO


                                        COULTER PHARMACEUTICAL, INC.


                                        By: /s/ Steven Gillis
                                            ------------------------------------
                                            Name: Steven Gillis
                                            Title: President
<PAGE>
                                                                       Exhibit A

                                  BILL OF SALE

     Each of Corixa Corporation, a Delaware corporation ("Corixa"), and Coulter
Pharmaceutical, Inc., a Delaware corporation and wholly-owned subsidiary of
Corixa (together with Corixa, the "Sellers"), for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, does
hereby sell, transfer, convey, assign and deliver to SmithKline Beecham
Corporation (doing business as GlaxoSmithKline), a Pennsylvania corporation (the
"Buyer"), all of its right, title and interest in and to the Assets, as defined
in that certain Asset Purchase Agreement (the "Asset Purchase Agreement") by and
among the Sellers and the Buyer, dated as of December 12, 2004, and which is
incorporated herein by reference.

1. All capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Asset Purchase Agreement.

2. Each Seller warrants that it has good and marketable title in and to the
Assets, free and clear of all Liens, except (a) as otherwise provided in the
Assigned Contracts, (b) for Liens created by or imposed on the Buyer after the
Closing through no act or fault of the Sellers and (c) as otherwise provided in
the Sellers Disclosure Memorandum.

3. This Bill of Sale is being delivered in connection with the Asset Purchase
Agreement and is subject to, and is entitled to the benefits in respect of, the
Asset Purchase Agreement.

4. This Bill of Sale shall be binding upon and inure to the benefit of the
Buyer, the Sellers and their respective successors and assigns.

                            [Signature page follows]
<PAGE>
     IN WITNESS WHEREOF, this Bill of Sale has been duly executed and delivered
by a duly authorized officer of each of the Sellers as of December 31, 2004.

                                        SELLERS:

                                        CORIXA CORPORATION


                                        By: /s/ Steven Gillis
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: CEO


                                        COULTER PHARMACEUTICAL, INC.


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: President


                                       -2-
<PAGE>
                                                                       Exhibit B

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Assignment and Assumption Agreement (this "Agreement") is entered into
as of December 31, 2004, by and among SmithKline Beecham Corporation (doing
business as GlaxoSmithKline, a Pennsylvania corporation (the "Buyer"), Corixa
Corporation, a Delaware corporation ("Corixa"), and Coulter Pharmaceutical,
Inc., a Delaware corporation and wholly-owned subsidiary of Corixa (together
with Corixa, the "Sellers"). Collectively, the Sellers and the Buyer are
referred to as the "Parties."

                                    RECITALS

     WHEREAS, the Sellers and the Buyer have entered into that certain Asset
Purchase Agreement (the "Asset Purchase Agreement"), dated as of December 12,
2004, pursuant to which the Buyer will purchase from the Sellers, and the
Sellers will sell to the Buyer, all of the Sellers' right, title and interest in
and to the Bexxar therapeutic regimen, together with certain assets related
thereto, all on the terms and subject to the conditions set forth in the Asset
Purchase Agreement.

                                    AGREEMENT

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

1.   Assignment and Assumption.

     (a) Subject to the terms and conditions of the Asset Purchase Agreement,
each Seller hereby sells, assigns, transfers, conveys and delivers to the Buyer
as of the Closing, all of such Seller's right, title and interest in and under
all of the Assigned Contracts and the Buyer hereby assumes all Liabilities
arising after the Closing under each of the Assigned Contracts; provided,
however, that the Buyer shall not assume any of the Excluded Liabilities,
including all Liabilities arising under the Assigned Contracts prior to the
Closing, all Liabilities arising in connection with the failure to obtain the
Required Consent with respect to the Assigned Contracts and any Liabilities
arising from fraud or willful misconduct of Sellers relating to the Assets prior
to the Closing, except as otherwise set forth in the Asset Purchase Agreement.

     (b) Notwithstanding the Sellers' assignment of the Assigned Contracts to
the Buyer hereunder, the Sellers shall retain their rights under the Assigned
Contracts to obtain indemnification from the other parties to such Assigned
Contracts with respect to events occurring prior to the Effective Time;
provided, that prior to the Sellers pursuing any such indemnification, the
Sellers shall first provide notice and a summary of the claim to the Buyer, and
shall afford the Buyer a reasonable opportunity to discuss such claim with the
Sellers. The Sellers and the Buyer shall keep confidential and shall not
disclose any discussions between them under the foregoing sentence unless
required to pursue claims as provided herein.

2.   Further Assurances.
<PAGE>
     The Sellers hereby agree to cooperate with the Buyer as reasonably
necessary to give full effect to and perfect the rights of the Buyer in the
Assets. The Sellers hereby covenant and agree to and with the Buyer, its
successors, legal representatives and assigns that the Sellers will, at the cost
and expense of the Buyer, sign and deliver all certificates, instruments, papers
and documents, make all lawful affidavits, testimonies, declarations and oaths,
and do all acts necessary or required to be done for the assignment of the
Assets to the Buyer in accordance with the terms and conditions of the Asset
Purchase Agreement.

3.   General.

     (a) Nothing contained in this Agreement is intended to provide any right or
remedy to any Person, other than the Parties to this Agreement.

     (b) This Agreement shall be binding upon and inure to the benefit of the
Sellers, the Buyer and their respective successors and assigns.

     (c) This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which shall constitute one
instrument.

     (d) This Agreement shall be governed, construed and interpreted in
accordance with the Laws of the state of New York, without giving effect to
principles of conflict of laws.

     (e) All capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Asset Purchase Agreement.

                            [Signature page follows]


                                       -2-
<PAGE>
     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of each of the Sellers and the Buyer as of the date
first above written.

                                        BUYER:

                                        SMITHKLINE BEECHAM CORPORATION
                                        (D/B/A GLAXOSMITHKLINE)


                                        By: /s/ DONALD F. PARMAN
                                            ------------------------------------
                                        Name: Donald F. Parman
                                        Title: Vice President & Secretary

                                        SELLERS:

                                        CORIXA CORPORATION


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: CEO


                                        COULTER PHARMACEUTICAL, INC.


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: President


                                       -3-
<PAGE>
                                                                       Exhibit C

                              ASSIGNMENT OF PATENTS

     This Assignment of Patents (this "Patent Assignment") is made by Corixa
Corporation, a Delaware corporation ("Corixa"), and Coulter Pharmaceutical,
Inc., a Delaware corporation and wholly-owned subsidiary of Corixa ("Coulter"
and, together with Corixa the "Assignors" and each individually, an "Assignor"),
to SmithKline Beecham Corporation (doing business as GlaxoSmithKline), a
Pennsylvania corporation (the "Assignee"). Collectively, the Assignors and the
Assignee are referred to as the "Parties."

                                    RECITALS

     WHEREAS, each of the Assignors and the Assignee has entered into that
certain Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of
December 12, 2004, pursuant to which the Assignee will purchase from the
Assignors and the Assignors will sell to the Assignee all of their right, title
and interest in and to the Bexxar therapeutic regimen, together with certain
assets related thereto, all on the terms and subject to the conditions set forth
in the Asset Purchase Agreement; and

     WHEREAS, each of the Assignors desires to assign its entire rights, title
and interest in and to each of the Transferred Patents (as listed in Annex A
hereof) to the Assignee;

                                    AGREEMENT

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

     1. ASSIGNMENT. Each of the Assignors hereby sells, assigns, transfers and
sets over, to the Assignee, its successors, legal representatives and assigns,
its entire right, title and interest in and to the following:

     (a) all applications for patents, provisional applications, and all patents
in the United States of America and all foreign countries granted therefor and
thereon, and in and to any and all divisions, continuations, and
continuations-in-part of said applications, reexaminations, reissues and
extensions of said patents, and all rights under the International Convention
for the Protection of Industrial Property that relate specifically and
exclusively to the Transferred Patents;

     (b) all things authored, developed, made, perfected, improved, designed,
engineered, acquired, produced, conceived or first reduced to practice by each
such Assignor or any of its employees or agents that are embodied in, derived
from or conceived directly from the Transferred Patents, in any stage of
development, including, without limitation, modifications, enhancements,
designs, concepts, techniques, methods, ideas, flow charts, coding sheets, notes
and all other information relating specifically and exclusively to the
Transferred Patents;

     (c) all other intellectual or intangible property contained in or conceived
directly from the Transferred Patents, whether pending, applied for or issued,
whether filed in the United States or in other countries and all rights with
respect to any of the foregoing;
<PAGE>
     (d) those Transferred Patents referred to in Annex A; and

     (e) the right to any damages, profits or other recoveries for past acts of
infringement of the Transferred Patents or any of the intellectual property set
forth in the foregoing clauses (a) through (d) above.

2.   GENERAL.

     (a) This Patent Assignment is being delivered in connection with the Asset
Purchase Agreement and is subject to, and is entitled to the benefits in respect
of, the Asset Purchase Agreement. The Assignor acknowledges and agrees that the
Transferred Patents are to be held and enjoyed by the Assignee, its successors
and assigns, for their own use as fully and entirely to the same extent as the
Transferred Patents would have been held and enjoyed by Assignor had this
assignment not been made.

     (b) Assignor hereby agrees to cooperate with Assignee as reasonably
necessary to give full effect to and perfect the rights of Assignee in the
Transferred Patents. Assignor hereby covenants and agrees to and with Assignee,
its successors, legal representatives and assigns that Assignor will, at the
cost and expense of the Assignee, sign and deliver all certificates,
instruments, papers and documents, make all lawful affidavits, testimonies,
declarations and oaths, and do all acts necessary or required to be done for the
recordation of this assignment of the Transferred Patents to the Assignee. The
Assignee may record this Patent Assignment in any and all patent offices around
the world, including but not limited to, the United States Patent and Trademark
Office.

     (c) Assignor hereby authorizes and requests the Commissioner of Patents and
Trademarks of the United States to issue to, and record in the name of, the
Assignee, any and all Letters Patent of the United States arising from such
Transferred Patents for the use and behalf of the Assignee, its successors,
legal representatives, and assigns.

     (d) This Patent Assignment shall be binding upon and inure to the benefit
of the Assignors and the Assignee and to their respective successors and
assigns.

     (e) This Patent Assignment may be executed in two or more counterparts,
each of which shall be deemed an original and all of which shall constitute one
instrument.

     (f) All capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Asset Purchase Agreement.

3. POWER OF ATTORNEY. Effective as of the date hereof, Coulter hereby
constitutes and appoints the Assignee and its successors, assigns and agents, as
Coulter's true and lawful attorney-in-fact, with full power of substitution, in
the name of Coulter and its successors and assigns, and for the benefit of
Coulter or the Assignee: (i) to demand and receive from time to time any and all
of the Transferred Patents and to give and make receipts, releases and
endorsements for and in respect of the same or any part thereof; (ii) to make
any and all necessary or appropriate filings with any applicable governmental or
regulatory body in order to evidence the transfer of the Transferred Patents to
the Assignee; (iii) to institute, prosecute, compromise and settle any and all
actions or proceedings at law, in equity or otherwise as the


                                       -2-
<PAGE>
Assignee may deem necessary or appropriate in order to assert or enforce any
claim, right or title of any kind in, to or under any of the Transferred
Patents; (iv) to defend, compromise or settle any and all actions or proceedings
with respect to any of the Transferred Patents; and (v) to do all such acts and
things with respect to the matters set forth in the preceding clauses (i)
through (v) as the Assignee shall deem reasonably necessary or appropriate.
Coulter hereby agrees that the appointment made pursuant to this Section 3 and
the powers hereby granted are coupled with an interest and are and shall be
irrevocable.

4. ASSIGNEE HAS NO DUTY. The powers conferred on Assignee hereunder are solely
to protect its interest in the Transferred Patents and shall not impose any duty
on it to exercise any such powers.

5. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of New York.

                            [Signature page follows]


                                       -3-
<PAGE>
     IN WITNESS WHEREOF, this agreement has been duly executed and delivered by
a duly authorized officer of each of the Assignors as of December 31, 2004.

                                        ASSIGNORS:

                                        CORIXA CORPORATION


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: CEO


                                        COULTER PHARMACEUTICAL, INC.


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: President

SUBSCRIBED AND SWORN TO before me this 31st day of December, 2004.


                                         /s/ MARC R. GREENOUGH
                                         ---------------------------------------
                                         NOTARY PUBLIC in and for the State of
                                         Washington, residing at Seattle
                                         My Commission Expires: Sept. 9, 2005


                                       -4-
<PAGE>
                                     ANNEX A

TRANSFERRED PATENTS:

The following Transferred Patents are transferred hereunder with respect to
Coulter's 100% undivided interest therein:

<TABLE>
<CAPTION>
COUNTRY     APP. NO./FILING DATE     PATENT NO./ISSUE DATE     STATUS
-------   -----------------------   ----------------------   ---------
<S>       <C>                       <C>                      <C>
  US      08/918,525/ 21-Aug-1997   5,961,955/ 05-Oct-1999    Granted

  US      09/453,985/ 02-Dec-1999   6,338,835/ 15-Jan-2002    Granted

  US      60/048,387/ 03-Jun-1997                            Converted

  WO      US98/11428/ 03-Jun-1998   98/55154/ 10 Dec-1998    Converted

  AT      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  AU      80570/98/ 03-Jun-1998     743823/ 23-May-2002       Granted

  BE      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  CA      2,290,987/ 03-Jun-1998                              Pending

  CH      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  CY      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  DE      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  DK      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  EP      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  ES      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  FI      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  FR      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  GB      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  GR      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  IE      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COUNTRY     APP. NO./FILING DATE     PATENT NO./ISSUE DATE     STATUS
-------   -----------------------   ----------------------   ---------
<S>       <C>                       <C>                      <C>
  IL      133271/ 03-Jun-1998                                 Allowed

  IT      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  JP      11-502818/ 03-Jun-1998    02-516612/ 04-Jun-2002*  Published

  LU      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  MC      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  NL      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  NO      1999 5906/ 03-Jun-1998    315-693/ 13-Oct-2003      Granted

  NZ      502029/ 03-Jun-1998       502029/ 04-Apr-2002       Granted

  PT      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted

  SE      98928875.8/ 03-Jun-1998   1003560/ 17-Sep-2003      Granted
</TABLE>

The following Transferred Patents are transferred hereunder with respect to
Coulter's 50% undivided interest therein:

<TABLE>
<CAPTION>
COUNTRY    APP. NO./FILING DATE      PATENT NO./ISSUE DATE     STATUS      THIRD PARTY INTEREST          THIRD PARTY
-------   -----------------------   ----------------------   ---------   -----------------------   ----------------------
<S>       <C>                       <C>                      <C>         <C>                       <C>
  US      09/326,502/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  US      60/088,327/ 04-Jun-1998                            Converted   Co-owned; licensed back   University of Michigan

  WO      US99/12506/ 04-Jun-1999   99/62565/ 09-Dec-1999    Converted   Co-owned; licensed back   University of Michigan

  AT      99955224.3/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  AU      43336/99/ 04-Jun-1999     766107/ 22-Jan-2004       Granted    Co-owned; licensed back   University of Michigan

  CA      2,331,064/ 04-Jun-1999                              Pending    Co-owned; licensed back   University of Michigan

  CH      99955224.3/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  DE      99955224.3/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  EP      99955224.3/ 04-Jun-1999   1083938/ 21-Mar-2001      Allowed    Co-owned; licensed back   University of Michigan
</TABLE>


                                       -2-
<PAGE>
<TABLE>
<S>       <C>                       <C>                      <C>         <C>                       <C>
  ES      99955224.3/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  FR      99955224.3/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  GB      99955224.3/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  HK      01103342.8/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  IL      140028/ 04-Jun-1999                                 Pending    Co-owned; licensed back   University of Michigan

  IT      99955224.3/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  JP      2000-551819/ 04-Jun-1999                            Pending    Co-owned; licensed back   University of Michigan

  NZ      508674/ 04-Jun-1999                                 Pending    Co-owned; licensed back   University of Michigan

  SE      99955224.3/ 04-Jun-1999                             Pending    Co-owned; licensed back   University of Michigan

  US      08/121,582/ 16-Sept-1993  5,595,721/ 21-Jan-1997    Granted    Co-owned; licensed back   University of Michigan

  US      08/711,527/ 10-Sept-1996  6,015,542/ 18-Jan-2000    Granted    Co-owned; licensed back   University of Michigan

  US      08/972,900/ 18-Nov-1997   6,090,365/ 18-Jul-2000    Granted    Co-owned; licensed back   University of Michigan

  US      09/087,392/ 29-May-1998   6,287,537/11-Sept-2001    Granted    Co-owned; licensed back   University of Michigan

  US      09/904,148/11-Jul-2001                             Abandoned   Co-owned; licensed back   University of Michigan

  US      09/924,360/ 07-Aug-2001   6,565,827/20-May-2003     Granted    Co-owned; licensed back   University of Michigan

  US      08/639,882/ 26-Apr-1996   5,843,398/ 01-Dec-1998    Granted    Co-owned; licensed back   University of Michigan

  US      08/639,988/ 26-Apr-1996                            Abandoned   Co-owned; licensed back   University of Michigan

  US      08/638,488/ 26-Apr-1996                            Abandoned   Co-owned; licensed back   University of Michigan

  US      10/355,335/ 31-Jan-2003                             Pending    Co-owned; licensed back   University of Michigan

  US      08/433,674/ 04-May-1995                            Abandoned   Co-owned; licensed back   University of Michigan

  US      08/538,095/ 2-Oct-1995    6,022,521/ 08-Feb-2000    Granted    Co-owned; licensed back   University of Michigan

  WO      US96/06240/ 03-May-1996   96/34632/ 07-Nov-1996    Converted   Co-owned; licensed back   University of Michigan

  CA      2,219,999/ 03-May-1996                              Pending    Co-owned; licensed back   University of Michigan
</TABLE>


                                       -3-
<PAGE>
<TABLE>
<S>       <C>                       <C>                       <C>        <C>                       <C>
  EP      96916440.9/ 03-May-1996                             Pending    Co-owned; licensed back   University of Michigan

  EP      [to come]/ 4-June-1999                              Pending    Co-owned; licensed back   University of Michigan

  JP      533529/96/ 03-May-1996                              Pending    Co-owned; licensed back   University of Michigan

  US      08/584,646  1-11-96       6,251,362  6/26/01        Granted    Co-owned; licensed back   University of Michigan

  AU      59187/96  5-3-96          723255  12/7/00           Granted    Co-owned; licensed back   University of Michigan
</TABLE>


                                       -4-
<PAGE>
                                                                       Exhibit D

                            ASSIGNMENT OF TRADEMARKS

     This Assignment of Trademarks (this "Trademark Assignment") is made by
Corixa Corporation, a Delaware corporation ("Corixa"), and Coulter
Pharmaceutical, Inc., a Delaware corporation and wholly-owned subsidiary of
Corixa ("Coulter" and, together with Corixa the "Assignors" and each
individually, an "Assignor"), to SmithKline Beecham Corporation (doing business
as GlaxoSmithKline), a Pennsylvania corporation (the "Assignee"). Collectively,
the Assignors and the Assignee are referred to as the "Parties."

                                    RECITALS

     WHEREAS, each of the Assignors and the Assignee has entered into that
certain Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of
December 12, 2004, pursuant to which the Assignee will purchase from the
Assignors and the Assignors will sell to the Assignee all of the Assignor's
right, title and interest in and to the Bexxar therapeutic regimen, together
with certain assets related thereto, all on the terms and subject to the
conditions set forth in the Asset Purchase Agreement; and

     WHEREAS, each of the Assignors desires to assign its entire right, title
and interest in and to each of the Transferred Trademarks (as listed in Annex A
hereof) to the Assignee;

                                    AGREEMENT

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

1. ASSIGNMENT.

     Each of the Assignors, either individually or jointly, as set forth in the
Asset Purchase Agreement, hereby assigns, transfers, grants, sells, and
otherwise conveys to the Assignee, its successors, legal representatives and
assigns, its entire right, title, and interest in and to the Transferred
Trademarks, including all statutory and common law rights therein and all
applications to register therefor, including the applications and registrations
identified on Annex A hereof, and including any and all renewals and extensions
of the Transferred Trademarks, free and clear of all Liens, except (a) for Liens
created by or imposed on the Buyers after the Closing through no act or fault of
the Sellers and (b) as otherwise provided on Schedule 4.4 of the Sellers
Disclosure Memorandum, together with the good will of the business symbolized by
and associated with the Transferred Trademarks, including all claims for
damages, profits or recoveries by reason of past infringements of the
Transferred Trademarks and the right to sue for and collect the same for its own
use and benefit, and for the use and on behalf of their successors, assigns, and
other legal representatives.

2. GENERAL.

     (a) This Trademark Assignment is being delivered in connection with the
Asset Purchase Agreement and is subject to, and is entitled to the benefits in
respect of, the Asset Purchase Agreement. The Assignor agrees that the
Transferred Trademarks are to be held and
<PAGE>
enjoyed by the Assignee, its successors and assigns, for their own use as fully
and entirely to the same extent as the Transferred Trademarks would have been
held and enjoyed by Assignor had this assignment not been made.

     (b) Assignor hereby agrees to cooperate with Assignee as reasonably
necessary to give full effect to and perfect the rights of Assignee in the
Transferred Trademarks. Assignor hereby covenants and agrees to and with
Assignee, its successors, legal representatives and assigns that Assignor will,
at the cost and expense of the Assignee, sign and deliver all certificates,
instruments, papers and documents, make all lawful affidavits, testimonies,
declarations and oaths, and do all acts necessary or required to be done for the
recordation of this assignment of the Transferred Trademarks to the Assignee.
The Assignee may record this Trademark Assignment in any and all trademark
offices around the world, including but not limited to, the United States Patent
and Trademark Office.

     (c) Assignor hereby authorizes and requests the Commissioner of Patents and
Trademarks of the United States to issue to, and record in the name of, the
Assignee, any and all registered trademarks of the United States arising from
such Transferred Trademarks for the use and behalf of the Assignee, its
successors, legal representatives, and assigns.

     (d) This Patent Assignment shall be binding upon and inure to the benefit
of the Assignors and the Assignee and to their respective successors and
assigns.

     (e) This Trademark Assignment may be executed in two or more counterparts,
each of which shall be deemed an original and all of which shall constitute one
instrument.

     (f) All capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Asset Purchase Agreement.

3. POWER OF ATTORNEY.  Effective as of the date hereof, Coulter hereby
constitutes and appoints the Assignee and its successors, assigns and agents, as
Coulter's true and lawful attorney-in-fact, with full power of substitution, in
the name of Coulter and its successors and assigns, and for the benefit of
Coulter or the Assignee: (i) to demand and receive from time to time any and all
of the Transferred Trademarks and to give and make receipts, releases and
endorsements for and in respect of the same or any part thereof; (ii) to make
any and all necessary or appropriate filings with any applicable governmental or
regulatory body in order to evidence the transfer of the Transferred Trademarks
to the Assignee; (iii) to institute, prosecute, compromise and settle any and
all actions or proceedings at law, in equity or otherwise as the Assignee may
deem necessary or appropriate in order to assert or enforce any claim, right or
title of any kind in, to or under any of the Transferred Trademarks; (iv) to
defend, compromise or settle any and all actions or proceedings with respect to
any of the Transferred Trademarks; and (v) to do all such acts and things with
respect to the matters set forth in the preceding clauses (i) through (v) as the
Assignee shall deem reasonably necessary or appropriate. Coulter hereby agrees
that the appointment made pursuant to this Section 3 and the powers hereby
granted are coupled with an interest and are and shall be irrevocable.

4. ASSIGNEE HAS NO DUTY.  The powers conferred on Assignee hereunder are solely
to protect its interest in the Transferred Trademarks and shall not impose any
duty on it to exercise any such powers.


                                       -2-
<PAGE>
5. GOVERNING LAW.  This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of New York.

                            [Signature page follows]


                                       -3-
<PAGE>
     IN WITNESS WHEREOF, this agreement has been duly executed and delivered by
a duly authorized officer of each of the Assignors as of December 31, 2004.

                                        ASSIGNORS:

                                        CORIXA CORPORATION


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: CEO


                                        COULTER PHARMACEUTICAL, INC.


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: President

SUBSCRIBED AND SWORN TO before me this 31st day of December, 2004.


                                        /s/ MARC R. GREENBOUGH
                                        ----------------------------------------
                                        NOTARY PUBLIC in and for the State of
                                        Washington, residing at Seattle

                                        My Commission Expires: Sept. 9, 2005


                                       -4-
<PAGE>
                                     ANNEX A

TRANSFERRED TRADEMARKS:

<TABLE>
<CAPTION>
  TRADEMARK        COUNTRY     APP. DATE    APP. NO.    REG. DATE    REG. NO.     STATUS     RENEWAL DATE
-------------   ------------   ---------   ----------   ---------   ---------   ----------   ------------
<S>             <C>            <C>         <C>          <C>         <C>         <C>          <C>
    BEXXAR        Australia     9/22/97      744543      7/15/99     744543     Registered      9/22/07

    BEXXAR         Canada       9/17/97      856,386                              Allowed

    BEXXAR         Mexico       9/22/97      308232      4/28/03     788294     Registered      9/22/07

    BEXXAR         Norway       9/22/97     19977655     7/22/99     198546     Registered      7/22/09

    BEXXAR       New Zealand    9/22/97      282594      3/20/97     282594     Registered      3/20/14

    BEXXAR       Switzerland    9/22/97     7617/1997    9/22/97     450381     Registered      9/22/07

    BEXXAR          U.S.        3/20/97    75/260,610    8/28/01    2,482,631   Registered      8/28/11

    BEXXAR         Canada       4/13/04     1,213,082                             Pending
  and Design
(BEXXAR LOGO)

    BEXXAR          U.S.       11/30/00    76/175,390                             Allowed
  and Design
(BEXXAR LOGO)

    BEXXAR      South Africa    9/22/97     97/14450     8/8/00     97/14450    Registered      9/22/07
</TABLE>


                                       -5-
<PAGE>
                                                                       Exhibit E

                                          *CERTAIN CONFIDENTIAL INFORMATION
                                          CONTAINED IN THIS DOCUMENT, MARKED
                                          BY BRACKETS, HAS BEEN OMITTED AND
                                          FILED WITH THE SECURITIES AND EXCHANGE
                                          COMMISSION PURSUANT TO RULE 24B-2 OF
                                          THE SECURITIES EXCHANGE ACT OF 1934,
                                          AS AMENDED.

                              SUBLICENSE AGREEMENT

     THIS SUBLICENSE AGREEMENT (this "Agreement") is entered into as of December
31, 2004, between Coulter Pharmaceutical, Inc., a Delaware corporation
("Coulter"), and SmithKline Beecham Corporation, a Pennsylvania corporation,
doing business as GlaxoSmithKline ("GSK"). Coulter and GSK are each referred to
herein as a "Party" and, collectively, as the "Parties."

                                    RECITALS

     WHEREAS, the Parties, along with Corixa Corporation, a Delaware corporation
and parent of Coulter ("Corixa"), have entered into that certain Asset Purchase
Agreement, dated as of December 12, 2004 (the "Purchase Agreement"), pursuant to
which GSK has agreed to purchase, and Corixa and Coulter have agreed to sell,
certain assets related to a therapeutic regimen known as Bexxar; and

     WHEREAS, pursuant to the Dana-Farber Agreements (as defined in the Purchase
Agreement), Coulter holds a license to make, have made, use, offer for sale,
sell, have sold and import an antibody known as B1 ("B1") and related technical
information for diagnostic and therapeutic applications (the "B1 Technology")
and to use the hybridoma from which B1 was derived to accomplish such purposes;
and

     WHEREAS, it is a condition to Closing (as defined in the Purchase
Agreement) that Coulter sublicense to GSK, on an exclusive basis, Coulter's
rights to the B1 Technology.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:

1.   DEFINITIONS.

     Capitalized terms used, but not defined, in this Agreement shall have the
meanings set forth in the Purchase Agreement. For the purposes hereof, the
following capitalized terms shall have the following meanings:

     1.1 "94 Agreement" shall mean the Agreement between Beckman and
Dana-Farber, dated April 1, 1994.
<PAGE>
     1.2 "98 Agreement" shall mean the Agreement Regarding Sublicenses among
Dana-Farber, Coulter and Beckman.

     1.3 "Beckman" shall mean Beckman Coulter, Inc., successor to Coulter
Corporation.

     1.4 "Dana-Farber" shall mean the Dana-Farber Cancer Institute, Inc.

     1.5 "Licensed Product" shall mean B1 and any product that contains B1.

     1.6 "Net Sales" shall mean the revenue derived by GSK and its
Sub-Sublicensee(s) from the sales of Licensed Products to independent third
parties (including affiliates) less:

          (a) transportation charges, inclusive of related insurance, or
allowances actually paid or granted;

          (b) trade, quantity, cash or other discounts and brokers' or agents'
commissions, if any, allowed and paid by GSK and its Sub-Sublicensee(s) to
independent parties in arm's-length transactions;

          (c) credits or allowances made or given on account of rejects, returns
or retroactive price reductions for any amount not collected; and

          (d) any tax or government charges directly on sales or transportation,
use or delivery of products paid by GSK and its Sub-Sublicensee(s) and not
recovered from the purchaser.

     For the purposes of the foregoing definition, Licensed Products shall be
considered "sold" when invoiced.

     1.7 "Sub-Sublicense Agreement" shall mean an agreement pursuant to which a
sub-sublicense to any of GSK's rights hereunder are granted.

     1.8 "Sub-Sublicensee" shall mean any corporation, partnership or business
organization to which GSK (or a further authorized sublicensee of GSK) grants
rights to enable such entity to sell Licensed Products. For purposes of this
Agreement, Sub-Sublicensee shall include ANSTO and any successor thereto, which
shall be deemed a Sub-Sublicensee of GSK.

     1.9 "Territory" shall mean all the countries of the world.

2.   SUBLICENSE.

     Subject to the terms and conditions of this Agreement and the Dana-Farber
Agreements, effective as of the Effective Time, Coulter hereby sublicenses to
GSK, on an irrevocable, perpetual and exclusive basis (even as against Coulter,
but subject to rights granted by Coulter to ANSTO pursuant to the ANSTO License
Agreement), all of Coulter's rights, licenses and sublicenses to the B1
Technology under the Dana-Farber Agreements.


                                        2
<PAGE>
3.   RETAINED RIGHTS BY DANA-FARBER.

     GSK acknowledges and agrees that Dana-Farber retains the right to use the
B1 Technology free of charge for its own research, and that Dana-Farber further
retains the right to distribute unconjugated B1 to others engaged in
non-commercial, basic research, free of charge and under a written material
transfer agreement which provides that the use of such materials will be
restricted to non-commercial research. The rights and licenses set forth herein
and in the Dana-Farber Agreements are subject to, where applicable, a
nonexclusive license to the United States government to the extent required by
Federal law and policy.

4.   DUE DILIGENCE.

     4.1 DILIGENCE. GSK shall use commercially reasonable efforts to diligently
make a therapeutic product based upon the B1 Technology available to the general
public.

     4.2 REPORTING. GSK shall provide annual reports to Dana-Farber on GSK's
specific goals and objectives for commercializing the B1 Technology. Such
reports shall be provided on January 15 of each year or on such other date as
GSK and Dana-Farber mutually agree in writing.

5.   ROYALTIES.

     5.1 ROYALTY RATE. GSK shall pay the following royalties in connection with
the exercise of its rights under this Agreement:

          (a) On account of Net Sales of Licensed Products made by GSK or any
Sub-Sublicensee(s), GSK shall pay a royalty at the rate of [*] percent ([*]%)
until [*] and thereafter the royalty on Licensed Products shall be [*] to the
rate of [*] percent ([*]%). Notwithstanding the foregoing, and subject to
Section 5.1(b) below, for so long as certain patent rights (that relate to the
use of an unlabeled and radiolabeled [*] such as B1 in accordance with a
radioimmunotherapy protocol) transferred or licensed by the University of
Michigan to GSK, including without limitation U.S. Patent No. [*], remain
outstanding and exclusive to GSK, and GSK has an obligation to pay and does pay
royalties to the University of Michigan in respect of such patent rights, the
royalty payable to Dana-Farber on Net Sales of Licensed Products in the United
States shall be [*] from [*] percent ([*]%) to [*] percent ([*]%).

          (b) Where GSK must obtain a license from a third party in order to
practice the B1 Technology, either because other commercial utility of such
licensed technology is dependent upon third party intellectual property or there
is a good faith determination by GSK or its Sub-Sublicensee(s) that practice of
the licensed technology may subject GSK or such Sub-Sublicensee(s) to an
infringement action, then the otherwise applicable royalty rate shall be [*] by
up to [*] percent ([*]%) to the extent that GSK or its Sub-Sublicensee(s)
actually pay royalties to the third party, but in no event will the royalty rate
payable hereunder be less than [*] percent ([*]%); provided, however, that such
reduction shall not apply with respect to payments made to the University of
Michigan in respect of Net Sales of Licensed Products outside of the United
States, which payments relate to patents covering the use of an unlabeled and/or
radiolabeled [*] such as B1 in accordance with a radioimmunotherapy protocol.


                                        3     *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
     5.2 ROYALTY CREDIT. The Parties agree that until the $[*] Royalty Credit
(as defined in the 98 Agreement) has been fully recouped by Beckman, GSK shall
pay the amounts accrued under Section 5.1 to Beckman. Following such time as
Beckman has fully recouped the Royalty Credit, GSK shall make all royalty
payments hereunder directly to Dana-Farber. No later than thirty (30) days
immediately following the date of this Agreement, Coulter shall notify GSK in
writing of the amount of the Royalty Credit that, as of the date of this
Agreement, remains unpaid to Beckman.

     5.3 ROYALTY TERM. GSK's obligations to pay royalties as provided in this
Section 5 shall commence on the date of first commercial sale of Licensed
Products by GSK or a Sub-Sublicensee and shall continue for as long as Licensed
Products are sold by GSK or a Sub-Sublicensee within the Territory. If the laws
of any foreign country(ies) within the Territory impose restrictions upon the
period of time that a licensor may receive royalties from its licensee(s) for
unpatented products such as B1, then GSK agrees to pay royalties on Net Sales of
Licensed Products in such country(ies) only for the maximum period of time
permitted by the law of such country(ies).

     5.4 PAYMENT. Subject to Section 5.2, the payment of royalties shall be made
by GSK to Dana-Farber within ninety (90) days after March 31, June 30, September
30 and December 31 each year during the term of this Agreement covering the
quantity of Licensed Products sold by GSK or its Sub-Sublicensee(s) during the
preceding calendar quarter. All payments hereunder shall be paid in United
States dollars in Boston, Massachusetts, or at such other place and in such
other way, as Dana-Farber may reasonably delegate, without deduction or
exchange, collection or other charges. For the purpose of determining royalties
due to Dana-Farber, Net Sales made in currencies other than United States
dollars will be converted to United States dollars at the exchange rate quoted
in the Wall Street Journal on the last day of the calendar quarter in which such
Net Sales were made or according to such other mechanism as Dana-Farber finds
reasonably acceptable. Only a single royalty shall be paid with respect to any
Licensed Product, irrespective of the number of claims of patent rights or
technical information. In the event that any payment due hereunder is not made
when due, the payment shall accrue interest beginning on the first day following
the due date as herein specified, calculated at the annual rate of the sum of
(a) [*] percent ([*]%) plus (b) the prime interest rate quoted by the Bank of
Boston on the date said payment is due, the interest being compounded on the
last day of each calendar quarter, provided that in no event shall said annual
rate exceed the maximum legal rate in Massachusetts. The payment of such
interest shall not foreclose Coulter or Dana-Farber from exercising any other
rights it or they may have as a consequence of the lateness of any payment.
Should GSK fail to pay Dana-Farber such royalties as are due and payable
hereunder, each of Coulter and Dana-Farber shall have the right to terminate the
license granted hereunder on sixty (60) days written notice, unless GSK shall
pay Dana-Farber within the sixty (60) day notice period all such royalties and
interest that are due and payable. Upon the expiration of such sixty (60) day
period, if GSK shall not have paid all such royalties and interest due and
payable, Coulter, at its sole option, may immediately terminate this Agreement
and all rights, privileges and licenses granted hereunder.


                                        4     *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
     5.5 SUB-SUBLICENSEE ROYALTIES. GSK has the right to enter into
Sub-Sublicense Agreements with Sub-Sublicensees for the rights, privileges and
licenses that GSK holds, as set forth in this Agreement, at royalty rates not
less than those delineated in this Section 5.

     5.6 DANA-FARBER CONSENT TO DIRECT PAYMENT. Within ten (10) business days of
the date hereof, Coulter shall use commercially reasonable efforts to obtain
Dana-Farber's consent to GSK's payment of the royalties provided for herein
directly to Dana-Farber following the payment in full of the Royalty Credit. In
the event that Dana-Farber does not agree to such direct payment by GSK,
notwithstanding the provisions hereof, GSK shall make all payments provided for
herein directly to Coulter no later than thirty (30) days immediately prior to
the due dates provided in Section 5.4 above.

6.   REPORTS AND RECORDS.

     Within ninety (90) days after March 31, June 30, September 30 and December
31 of each year in which this Agreement is in effect, GSK shall deliver to each
of Dana-Farber and Coulter full, true and accurate reports of GSK's activities
and those of its Sub-Sublicensee(s), if any, relating to this Agreement during
the preceding three (3) month period. These reports shall include at least the
following:

          (a)  number of Licensed Products sold;

          (b)  total billings for Licensed Products sole, where applicable;

          (c)  deductions applicable to determination of Net Sales; and

          (d)  total royalties due.

     GSK shall keep, and shall require any Sub-Sublicensee(s) to keep, true
books of account containing an accurate record of all data necessary for the
determination of the amounts payable to Dana-Farber. Such records (including
information received from any Sub-Sublicensee(s)) shall be kept at GSK's
principal place of business, or the principal place of business of the
appropriate division of GSK for which records are being maintained. Said records
shall be available for inspection by a certified public accountant, selected by
Dana-Farber and/or Coulter and reasonably acceptable to GSK, during regular
business hours for three (3) years following the end of the calendar year to
which they pertain, in order for Dana-Farber and/or Coulter to ascertain the
correctness of any report and/or payment. The provisions of this paragraph shall
survive termination of this Agreement.

7.   WARRANTIES, REPRESENTATION AND DISCLAIMERS.

     7.1 INTELLECTUAL PROPERTY. NEITHER COULTER NOR DANA-FARBER WARRANTS THE
VALIDITY OF ANY PATENT RIGHTS WHICH MAY BE LICENSED PURSUANT TO THIS AGREEMENT
OR MAKES ANY REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF ANY PATENT
RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY GSK OR AFFILIATE(S) OR
SUBLICENSEE(S) OF GSK WITHOUT INFRINGING OTHER PATENTS; PROVIDED, HOWEVER, THAT
COULTER REPRESENTS AND WARRANTS THAT IT SHALL TAKE


                                        5
<PAGE>
NO ACTION WHICH SHALL JEOPARDIZE ANY SUCH PATENT RIGHTS AND HAS NO KNOWLEDGE OF
ANY THIRD PARTY RIGHTS TO A LICENSED TECHNOLOGY OTHER THAN RIGHTS HERETOFORE
GRANTED TO THE UNITED STATES GOVERNMENT (AND THE RIGHTS GRANTED PURSUANT TO THE
ANSTO LICENSE AGREEMENT). IF UNPATENTED BIOLOGICAL MATERIALS ARE LICENSED
HEREUNDER, NEITHER COULTER NOR DANA-FARBER MAKES ANY REPRESENTATION THAT SUCH
MATERIALS OR THE METHODS USED IN MAKING OR USING SUCH MATERIALS ARE FREE FROM
LIABILITY FOR PATENT INFRINGEMENT.

     7.2 GENERAL. NEITHER COULTER NOR DANA-FARBER MAKES ANY WARRANTY, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, AND IMPLIED WARRANTIES OF MERCHANTABILITY
OR OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT, NON-PUBLIC OR
OTHER INFORMATION, OR TANGIBLE RESEARCH PROPERTY, LICENSED OR WHICH OTHERWISE
MAY BE PROVIDED TO GSK AND EACH OF COULTER AND DANA-FARBER HEREBY DISCLAIMS THE
SAME.

8.   TERM AND TERMINATION.

     8.1 TERM. Unless earlier terminated in accordance herewith or the
applicable agreement referenced herein, the license set forth in Section 1 above
shall remain an exclusive license and in full force and effect, subject to the
provisions of this Agreement, as long as Licensed Products are being developed
or sold.

     8.2 TERMINATION FOR BREACH. If either Party defaults in the performance of
its obligations under this Agreement and fails to remedy the default within
sixty (60) days for financial obligations and one hundred and twenty (120) days
for non-financial obligations after written notice from the non-defaulting
Party, the non-defaulting Party is entitled upon the giving of written notice to
immediately terminate this Agreement; provided, however, that if the defaulting
Party has undertaken and continues to undertake good faith efforts to cure, the
defaulting Party will be granted another sixty (60) days to cure.

     8.3 POST-TERMINATION. Upon termination of this Agreement for any reason,
nothing herein shall be construed to release any Party from any obligation that
matured prior to the effective date of such termination. GSK and any
Sub-Sublicensee(s) thereof may, after the effective date of such termination,
sell all Licensed Products which are in inventory at the time of termination,
and complete and sell Licensed Products which GSK can clearly demonstrate were
in the process of manufacture at the time of such termination, provided that GSK
shall pay to Dana-Farber the royalties thereon, as required by this Agreement
and shall submit the reports required by Section 6 of this Agreement on the Net
Sales of Licensed Products.

9.   INDEMNIFICATION BY GSK OF COULTER.

     During the term of this Agreement and thereafter, GSK shall indemnify,
defend and hold Coulter, its affiliates, and their respective directors,
officers, employees and agents harmless from and against any and all claims,
suits, actions, damages, settlements, losses, liabilities, costs and expenses
(including without limitation reasonable attorneys' fees) arising out of or in


                                        6
<PAGE>
connection the breach by GSK or any of its Sub-Sublicensees of any of the
obligations set forth in this Agreement.

10.  INSURANCE AND INDEMNIFICATION BY GSK OF DANA-FARBER.

     GSK hereby agrees that it owes, and shall require that all further
Sub-Sublicensee(s) owe, insurance and indemnification obligations to Coulter and
Beckman that are the equivalent of the insurance and indemnification obligations
owing to Dana-Farber under Article XV of the 94 Agreement and Article VIII of
the 94 Agreement's Appendix A.

11.  SUB-SUBLICENSE AGREEMENTS.

     GSK agrees that within sixty (60) days after execution of any
Sub-Sublicense Agreement, GSK will forward to Coulter and Dana-Farber a summary
of the Sub-Sublicense Agreement and copies of those provisions of the
Sub-Sublicense Agreement that GSK reasonably believes are relevant to GSK's
obligations to Coulter or Dana-Farber as provided herein, which shall in any
event include the provisions of the Sub-Sublicense Agreement addressing the
subject matter of the terms and conditions set forth in Sections 3, 4, 5, 6, 7
and 12 hereof. Each such Sub-Sublicense Agreement shall incorporate terms
substantially identical to those set forth in Sections 3, 4, 6, 7 and 12 of this
Agreement.

12.  RESTRICTION OF USE OF NAMES.

     GSK and its Sub-Sublicensee(s) shall not use the names of Dana-Farber, its
related entities, Stuart F. Schlossman, M.D. and/or other employees of
Dana-Farber, or any adaptations thereof, in any advertising, promotional or
sales literature, without the prior written consent of Dana-Farber in each case;
provided, however, that GSK and its sublicensee(s) (a) may refer to as
publications by employees of Dan-Farber in the scientific literature or (b) may
state that a sublicense with respect to Dana-Farber technology has been granted
as herein provided.

13.  GENERAL.

     13.1 THIRD-PARTY BENEFICIARY. Dana-Farber is an intended third-party
beneficiary of this Agreement and may enforce this Agreement against GSK in
accordance with its terms.

     13.2 AMENDMENT AND WAIVERS. Any term of this Agreement may be amended,
modified or waived only in a writing designated as an amendment and signed by
representatives of the Parties or their respective successors and assigns. Any
amendment or waiver effected in accordance with this Section 13.2 shall be
binding on the Parties and their respective successors and assigns.

     13.3 ASSIGNMENT. This Agreement shall be binding on and inure to the
benefit of the Parties and their respective successors and permitted assigns.
Neither of the Parties may assign any of its rights or obligations hereunder
without the prior written consent of the other Party; provided, however, that
either Party may make such an assignment without the other Party's consent to
Affiliates or to a successor to substantially all of the business of such Party,
whether in a merger, sale of stock, sale of assets or other transaction. Any
permitted successor or assignee of rights and/or obligations hereunder shall, in
a writing to the other Party, expressly


                                        7
<PAGE>
assume the obligation for the performance of such rights and/or obligations. Any
permitted assignment shall be binding on and inure to the benefit of the
successors of the assigning Party. Any assignment or attempted assignment by
either Party in violation of the terms of this Section 13.3 shall be null and
void and of no legal force or effect.

     13.4 GOVERNING LAW. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the Parties shall be governed,
construed and interpreted in accordance with the Laws of the State of New York,
without giving effect to principles of conflict of Laws.

     13.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

     13.6 HEADINGS. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

     13.7 NOTICE. Any notice required or permitted by this Agreement shall be in
writing and shall be deemed sufficient upon receipt, when delivered personally
or by courier, overnight delivery service or confirmed facsimile, or forty-eight
(48) hours after being deposited in the regular mail as certified or registered
mail (airmail if sent internationally) with postage prepaid, if such notice is
addressed to the Party to be notified at such Party's address or facsimile
number as set forth below, or as subsequently modified by written notice:

     (a)  if to Coulter, to:

          Coulter Pharmaceuticals, Inc.
          1900 9th Avenue
          Seattle, Washington 98101
          Attention: General Counsel
          Facsimile No.: (206) 366-3700
          Telephone No.: (206) 366-4700

          with a copy to:

          Orrick, Herrington & Sutcliffe LLP
          719 Second Avenue, Suite 900
          Seattle, Washington 98104
          Attention: Stephen M. Graham
                     Alan C. Smith
          Facsimile No.: (206) 839-4301
          Telephone No.: (206) 839-4300

     (b)  if to GSK, to:

          GlaxoSmithKline
          2301 Renaissance Boulevard (Mailcode RN0220)
          King of Prussia, PA 19406-2772
          Attn: Vice President and Associate General Counsel
          Telephone: (610) 787-3626
          Fax: (610) 787-7084


                                        8
<PAGE>
     13.8 SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the Parties agree to renegotiate such
provision in good faith in order to maintain the economic position enjoyed by
each Party as close as possible to that under the provision rendered
unenforceable. In the event that the Parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then: (a) such provision shall
be excluded from this Agreement; (b) the balance of this Agreement shall be
interpreted as if such provision were so excluded; and (c) the balance of this
Agreement shall be enforceable in accordance with its terms.

     13.9 CUMULATIVE REMEDIES. All rights and remedies available to either
Party for breach of this Agreement are cumulative (and not alternative) and may
be exercised concurrently or separately, and the exercise of any one remedy will
not be deemed an election of such remedy to the exclusion of any other remedy.
The Parties agree that they would be irreparably damaged if this Agreement is
not performed in accordance with its specific terms or were otherwise breached.
It is accordingly agreed that the Parties shall be entitled to an injunction or
injunctions to prevent breaches or threatened breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in any court of
the United States, this being in addition to any other remedy to which the
Parties are entitled at law or in equity.

     13.10 CONSTRUCTION OF AGREEMENT. Each Party has cooperated in the drafting
and preparation of this Agreement and no principles of construction will be
applied against either Party on the basis that such Party drafted this
Agreement.

     13.11 NO IMPLIED WAIVER. No right under this Agreement or breach hereof
may be waived except in writing signed by the Parties. Neither the failure of a
Party to require performance of any provision of this Agreement nor the delay in
enforcing any right hereunder will be construed or act as a waiver of such
Party's rights to insist on performance of such provision or any other provision
or enforce any such right at some other time.

     13.12 ENTIRE AGREEMENT. This Agreement and the documents referenced herein
constitute the entire agreement between the Parties with respect to the subject
matter hereof and thereof and supersede all prior agreements and understandings,
both written and oral, between the Parties with respect to the subject matter
hereof and thereof.

     13.13 RELATIONSHIP OF THE PARTIES. For the purposes of this Agreement,
each Party is an independent contractor and not an agent, partner or employee of
the other Party. Neither Party shall have the authority to make any statements,
representations or commitments of any kind, or to take any action which shall be
binding on the other Party, except as may be explicitly provided for herein or
otherwise authorized in writing and executed by both Parties.

     13.14 WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY


                                        9
<PAGE>
OR THE ACTIONS OF SUCH PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
AND ENFORCEMENT HEREOF.

                            [Signature Page Follows]


                                       10
<PAGE>
     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of each of the Parties as of the date first above
written.

                                        SMITHKLINE BEECHAM CORPORATION
                                        (D/B/A GLAXOSMITHKLINE)


                                        By: /s/ Donald F. Parman
                                            ------------------------------------
                                        Name: Donald F. Parman
                                        Title: Vice President & Secretary


                                        COULTER PHARMACEUTICAL, INC.


                                        By: /s/ Steven Gillis
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: President


                                       11
<PAGE>
                                                                       Exhibit F

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Assignment and Assumption Agreement (this "Agreement") is entered into
as of December 31, 2004, by and among SmithKline Beecham Corporation (doing
business as GlaxoSmithKline, a Pennsylvania corporation (the "Assignee"), Corixa
Corporation, a Delaware corporation ("Corixa"), and Coulter Pharmaceutical,
Inc., a Delaware corporation and wholly-owned subsidiary of Corixa (together
with Corixa, the "Assignors"). Collectively, the Assignee and the Assignors are
referred to as the "Parties."

                                    RECITALS

     WHEREAS, the Assignors and the Assignee have entered into that certain
Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of December
12, 2004, pursuant to which the Assignee will purchase from the Assignors, and
the Assignors will sell to the Assignee, all of the Assignors' right, title and
interest in and to the Bexxar therapeutic regimen, together with certain assets
related thereto, all on the terms and subject to the conditions set forth in the
Asset Purchase Agreement; and

     WHEREAS, pursuant to Section 6.13 of the Asset Purchase Agreement, the
Assignors agreed to use certain diligent efforts to effect an assignment from
Coulter to the Assignee of all rights that are or would otherwise be sublicensed
to the Assignee by the Assignors under the Dana-Farber Sublicense, including,
without limitation, obtaining all required consents under the Dana-Farber
Agreements, as applicable; and

     WHEREAS, the Assignors have received all consents necessary to assign all
such rights to the Assignee;

                                    AGREEMENT

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

1.   Assignment and Assumption.

     (a) Subject to the terms and conditions of the Asset Purchase Agreement,
each Assignor hereby sells, assigns, transfers, conveys and delivers to the
Assignee as of the Closing, all of such Assignor's right, title and interest in
and under all of the Dana-Farber Agreements and the Assignee hereby assumes all
Liabilities arising after the Closing under each of the Dana-Farber Agreements;
provided, however, that the Assignee shall not assume any of the Liabilities
arising under the Dana-Farber Agreements prior to the Closing, except as
otherwise set forth in the Asset Purchase Agreement.

     (b) Notwithstanding the Assignors' assignment of the Dana-Farber Agreements
to the Assignee hereunder, pursuant to Section 8.5 of the Asset Purchase
Agreement, the Assignors shall retain their rights under the Dana-Farber
Agreements to obtain indemnification from all other parties to the Dana-Farber
Agreements with respect to events occurring prior to the Effective Time;
provided, that prior to the Assignors pursuing any such indemnification, the
<PAGE>
Assignors shall first provide notice and a summary of the claim to the Assignee,
and shall afford the Assignee a reasonable opportunity to discuss such claim
with the Assignors. The Assignors and the Assignee shall keep confidential and
shall not disclose any discussions between them under the foregoing sentence
unless required to pursue claims as provided herein.

2.   Further Assurances.

     The Assignors hereby agree to cooperate with the Assignee as reasonably
necessary to give full effect to and perfect the rights of the Assignee in the
Dana-Farber Agreements. The Assignors hereby covenant and agree to and with the
Assignee, its successors, legal representatives and assigns that the Assignors
will, at the cost and expense of the Assignee, sign and deliver all
certificates, instruments, papers and documents, make all lawful affidavits,
testimonies, declarations and oaths, and do all acts necessary or required to be
done for the assignment of the Dana-Farber Agreements to the Assignee in
accordance with the terms and conditions of the Asset Purchase Agreement.

3.   General.

     (a) Nothing contained in this Agreement is intended to provide any right or
remedy to any Person, other than the Parties to this Agreement.

     (b) This Agreement shall be binding upon and inure to the benefit of the
Assignors, the Assignee and their respective successors and assigns.

     (c) This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which shall constitute one
instrument.

     (d) This Agreement shall be governed, construed and interpreted in
accordance with the Laws of the state of New York, without giving effect to
principles of conflict of laws.

     (e) All capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Asset Purchase Agreement.

                            [Signature page follows]


                                       -2-
<PAGE>
     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of each of the Assignors and the Assignee as of the
date first above written.

                                        ASSIGNEE:

                                        SMITHKLINE BEECHAM CORPORATION
                                        (D/B/A GLAXOSMITHKLINE)


                                        By: /s/ DONALD F. PARMAN
                                            ------------------------------------
                                        Name: Donald F. Parman
                                        Title: Vice President & Secretary

                                        ASSIGNORS:


                                        CORIXA CORPORATION


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: CEO


                                        COULTER PHARMACEUTICAL, INC.


                                        By: /s/ STEVEN GILLIS
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: President


                                       -3-
<PAGE>
                                                                       Exhibit G

                                          *CERTAIN CONFIDENTIAL INFORMATION
                                          CONTAINED IN THIS DOCUMENT, MARKED
                                          BY BRACKETS, HAS BEEN OMITTED AND
                                          FILED WITH THE SECURITIES AND EXCHANGE
                                          COMMISSION PURSUANT TO RULE 24B-2 OF
                                          THE SECURITIES EXCHANGE ACT OF 1934,
                                          AS AMENDED.

                               [Corixa Letterhead]

                                December 31, 2004

GlaxoSmithKline Inc.
7333 Mississauga Road North
Mississauga, Ontario Canada  L5N 6L4
Attn: [ ]

Dear  [ ]:

     Reference is hereby made to that certain License and Supply Agreement (the
"License and Supply Agreement"), dated as of May 27, 2003, as amended or
supplemented on August 8, 2003 and July 19, 2004, by and among Corixa
Corporation, a Delaware corporation ("Corixa"), Coulter Pharmaceutical, Inc., a
Delaware corporation and wholly-owned subsidiary of Corixa ("Coulter"), and
GlaxoSmithKline Inc. ("GSK Canada"), and to that certain Asset Purchase
Agreement (the "Asset Purchase Agreement"), dated as of December 12, 2004, by
and among Corixa, Coulter and SmithKline Beecham Corporation (doing business as
GlaxoSmithKline), a Pennsylvania corporation, and an affiliate of GSK Canada
("GSK"). Pursuant to the terms of the Asset Purchase Agreement and in connection
with the transactions contemplated thereby, Corixa and Coulter have agreed to
deliver their executed counterpart of this letter agreement to GSK and GSK has
agreed to deliver GSK Canada's executed counterpart of this letter agreement,
each effective as of the Effective Time (as defined in the Asset Purchase
Agreement).

     Notwithstanding any provisions to the contrary in the License and Supply
Agreement, Corixa, Coulter and GSK Canada each hereby agree to terminate the
License and Supply Agreement effective as of the Effective Time such that the
License and Supply Agreement will thereafter have no further legal force or
effect; provided, however, that Section 12.1 of such agreement, entitled
"Indemnification," shall survive indefinitely with respect to claims,
liabilities or similar matters arising out of facts or events occurring prior to
the Effective Time.

     In consideration for GSK Canada terminating its rights under the License
and Supply Agreement in connection with the transactions contemplated by the
Asset Purchase Agreement, GSK agrees to pay GSK Canada the sum of [*] Canadian
dollars (CAD$[*]) (the "Fee"). GSK will remit the Fee to GSK Canada within
thirty (30) days of the execution of this letter agreement.

     All capitalized terms used but not otherwise defined in this letter
agreement shall have the meanings ascribed to them in the Asset Purchase
Agreement. This letter agreement may be signed in counterparts, all of which
will constitute the same instrument.

                                              *CONFIDENTIAL TREATMENT REQUESTED.
<PAGE>
     Please indicate your agreement to the terms hereof by executing this letter
agreement as provided below.

                                        Sincerely,

                                        CORIXA CORPORATION


                                        By: /s/ Steven Gillis
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: CEO


                                        COULTER PHARMACEUTICAL, INC.


                                        By: /s/ Steven Gillis
                                            ------------------------------------
                                        Name: Steven Gillis
                                        Title: President

ACCEPTED AND AGREED:


GLAXOSMITHKLINE INC.


By: /s/ B. Markowsky
    ---------------------------------
Name: Barry Markowsky
Title: Director HOV Business Unit
       & Business Development


SMITHKLINE BEECHAM CORPORATION
(D/B/A GLAXOSMITHKLINE)


By: /s/ Donald F. Parman
    ---------------------------------
Name: Donald F. Parman
Title: Vice President & Secretary


                                       -2-