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                                                                   EXHIBIT 10.23

                  THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
                      UNIVERSITY OF CALIFORNIA, LOS ANGELES
                             AGREEMENT NO. 081082716


This Agreement is entered into this April 4, 2001, by and between THE REGENTS OF
THE UNIVERSITY OF CALIFORNIA, a California corporation, on behalf of its Los
Angeles Campus, hereinafter called "University," and NORTHWEST BIOTHERAPEUTICS,
INC., hereinafter called "Sponsor."

1.      Statement of Work

        Work under this Agreement will commence on the date hereof and be
        performed by the University on a best effort basis in accordance with
        the statement of work attached as Exhibit A hereof ("Work").

2.      Deliverables

        A final technical report to Sponsor upon conclusion of work performed
        hereunder will be the only deliverable under this Agreement unless
        additional deliverables are set forth in Exhibit B hereof.

3.      Performance Period

        Work under this Agreement will be performed during the period of April
        4, 2001 through April 3, 2002 ("Performance Period") unless earlier
        terminated pursuant to Article 15. Sixty (60) days before the end of the
        Performance Period, Sponsor may give notice that it will fund the Work
        for an additional one (1) year period at the same level unless the
        Parties mutually agree in writing to a different amount.

4.      Cost to Sponsor

        The cost to Sponsor for University's performance hereunder will be
        $55,000 direct costs plus $34,150 indirect costs for a total of $84,150.

5.      Payment

        Payments will be made quarterly to University by Sponsor in accordance
        with Exhibit C hereof. Checks will be made payable to The Regents of the
        University of California, reference Agreement No. CE01082716, and will
        be sent to:

                      UCLA Remittance Center
                      10920 Wilshire Blvd., Ste. 107
                      Los Angeles, CA 90024



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6.      Principal Investigator

        University's performance hereunder will be under the direction of Dr.
        Michael Roth, Principal Investigator. In the event that the Principal
        Investigator becomes unable or unwilling to continue work under this
        Agreement and an alternate Principal Investigator is (i) not agreeable
        to Sponsor, or (ii) has not been designated within thirty (30) days
        after Dr. Roth ceases his services hereunder, Sponsor will have the
        option to terminate this Agreement in accordance with Article 15 hereof.

7.      Rights in Data

        University will have the right to copyright, publish (subject to Article
        12), disclose, disseminate and use, in whole and in part, any data and
        information developed or received by University under this Agreement
        that is not subject to the Confidentiality obligations of Article 11
        hereof. Sponsor will have the right to publish and use any technical
        reports and information specified to be delivered hereunder. It is
        agreed, however, that under no circumstances will Sponsor state or imply
        in any publication or other published announcement that University has
        tested or approved any product.

8.      Supplies and Equipment

        In the event that University purchases supplies or equipment hereunder,
        title to such supplies and equipment will vest in University.

9.      Patents and Inventions

        Inventorship of developments or discoveries first conceived and actually
        reduced to practice in the performance this Agreement ("Subject
        Inventions") will be determined in accordance with U.S. Patent Law and
        this Agreement. Except as stated below, all rights to Subject Inventions
        made solely by employees of University will belong solely to University
        and all rights to Subject Inventions made solely by employees of Sponsor
        will belong solely to Sponsor. All rights to Subject Inventions made
        jointly by employees of University and employees of Sponsor and any
        developments or discoveries conceived and actually reduced to practice
        as part of the Investigational New Drug work described in Exhibit A,
        Paragraph 1. will belong jointly to University and Sponsor. To the
        extent that Sponsor pays all direct and indirect costs set forth in
        Article 4 above, and to the extent that the University is legally able,
        Sponsor will be granted a time-limited first right to negotiate an
        option or license under University's rights in any Subject Invention
        that belongs either solely to University or jointly to University and
        Sponsor. With respect to filing patents where University and Sponsor are
        co-inventors, University is obligated to file such patent application
        upon Sponsors request and will allow Sponsor the opportunity, if it so
        elects, to review and have right to make reasonable changes to all
        documents prior to filing.

        University will promptly disclose to Sponsor any Subject Inventions.
        Sponsor will hold such disclosure on a confidential basis and will not
        disclose the information to any third


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        party without consent of University. Sponsor will advise the University
        in writing within sixty (60) days of such disclosure to Sponsor whether
        or not it wishes to secure an option or commercial license ("Election
        Period"). Sponsor will have ninety (90) days from the date of election
        to conclude an option or license agreement with University ("Negotiation
        Period"). Said license will contain reasonable terms, will require
        diligent performance by Sponsor for the timely commercial development
        and early marketing of Subject Inventions, and include Sponsor's
        obligation to reimburse University's patent costs for all Subject
        Inventions subject to the license. In the event it is necessary in the
        opinion of University to file any patent applications to protect a
        Subject Invention during the Election or Negotiation Periods, University
        will promptly notify Sponsor in writing of such decision and Sponsor
        will reimburse patent costs incurred by University during such period.
        If such option or license is not concluded within the Negotiation
        Period, neither party will have any further obligations to the other
        with respect to such Subject Invention. If Sponsor does not elect to
        secure such option or license, rights to such Subject Invention will be
        disposed of in accordance with University's policies, with no further
        obligation to Sponsor with respect to such Subject Invention.

        Nothing contained in this Agreement shall be deemed to grant either
        directly or by implication, estoppel, or otherwise, any rights under any
        patents, patent applications or other proprietary interests, whether
        dominant or subordinate, or any other invention, discovery or
        improvement of either party, other than the specific rights covering
        Subject Inventions under this Agreement.

10.     Copyright

        Copyright in works, including computer software, created or fixed in a
        tangible medium of expression by University under this Agreement will
        vest in University. At Sponsor's request and to the extent that
        University has the legal right to do so, University will grant to
        Sponsor a license to such works on reasonable terms and conditions,
        including reasonable royalties, as the parties mutually agree in a
        separate writing.

11.     Confidentiality

        During the Performance Period, Sponsor may provide University with
        certain information or material, including oral disclosure of
        information which will be reduced to writing within thirty (30) days,
        which Sponsor has marked as "Confidential." Except as required by law,
        University will receive and hold such information in confidence and
        agrees to use reasonable effort to prevent its disclosure to third
        parties. This obligation will continue in effect for three (3) years
        after expiration or termination of the Agreement.

        University will not consider information disclosed to it by Sponsor as
        confidential which: (1) is now public knowledge or subsequently becomes
        such through no breach of this Agreement; (2) is rightfully in
        University's possession prior to Sponsor's disclosure as shown by
        written records: (3) is rightfully disclosed to University by a third
        party; or (4)


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        is independently developed by or for University without reliance upon
        confidential information received from Sponsor.

        Sponsor acknowledges that University, as a public educational
        institution, does not have financial resources to sustain liability for
        disclosure of confidential information and cannot guarantee
        confidentiality.

12.     Publication

        University will have the right, at its discretion, to release
        information or to publish any material resulting from its performance
        hereunder. University will furnish Sponsor with a copy of any proposed
        written or oral publication (including manuscripts, abstracts, and oral
        presentations) at least thirty (30) days prior to submission for
        publication. Upon written notification by Sponsor, University agrees to
        delete Sponsor's name and/or any of Sponsor's confidential information
        and/or to delay publishing such proposed publication for a maximum of an
        additional forty-five (45) days in order to protect the potential
        patentability of any invention described therein.

13.     Notice

        Whenever any notice is to be given hereunder, it will be in writing and
        sent to the following address:

               University:       The Regents of the University of California
                                 Office of Contract and Grant Administration
                                 10920 Wilshire Blvd., Suite 1200
                                 Los Angeles, California 90024-1406

                                 Attention:     Laura Crowley
                                                Industry Contract Officer

               Sponsor:          Northwest Biotherapeutics, Inc.
                                 21720 23rd Dr. S.E., Suite 100
                                 Bothell, Washington 98021

                                 Attention:     Alton L. Boynton, Ph.D.



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14.     Termination

        Either University or Sponsor may terminate this Agreement by giving
        thirty (30) days written notice to the other. In the event of such
        termination, University will cease further obligation of project funds
        and will take all reasonable steps to cancel and otherwise minimize
        termination costs. Sponsor will pay University actual direct and
        indirect costs and noncancellable commitments incurred prior to the date
        of termination and fair close-out related costs. If the total of such
        costs is less than the total funds advanced, the balance will be
        promptly returned to Sponsor.

15.     Publicity

        Neither party will use the name, trade name, trademark or other
        designation of the other party in connection with any products,
        promotion, advertising, press release, or publicity without the prior
        written permission of the other party.

16.     Indemnification

        University will indemnify, defend and hold harmless Sponsor, its
        directors, officers, agents, and employees from and against any and all
        liability, loss, expense (including reasonable attorney's fees), or
        claims for injury or damages arising out of the performance of this
        Agreement, but only in proportion to and to the extent such liability,
        loss, expense, attorney's fees, or claims for injury or damages are
        caused by or result from the negligent or intentional acts or omissions
        of University, its trustees, officers, agents or employees.

        Sponsor will indemnify, defend and hold harmless University, its
        trustees, officers, agents, and employees from and against any and all
        liability, loss, expense (including reasonable attorney's fees), or
        claims for injury or damages arising out of the performance of this
        Agreement, but only in proportion to and to the extent such liability,
        loss, expense, attorney's fees, or claims for injury or damages are
        caused by or result from the negligent or intentional acts or omissions
        of Sponsor, its directors, officers, agents or employees.

17.     Excusable Delays

        University will be excused from performance hereunder if a delay is
        caused by inclement weather, fire, flood, strike, or other labor
        dispute, acts of God, acts of governmental officials or agencies, or any
        other cause beyond the control of University. The excusable delay is
        allowed for the period of time affected by the delay. If a delay occurs,
        the parties will revise the performance period or other provisions
        hereunder as appropriate.

18.     Assignment

        Neither party will assign its rights or duties under this Agreement to
        another without the prior express written consent of the other party;
        provided, however, that Sponsor may assign this Agreement to a successor
        in ownership of all or substantially all its business assets or to its
        successor in interest upon a merger in which Sponsor is not the
        surviving


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        entity, in the field to which this Agreement relates. Such successor
        will expressly assume in writing the obligation to perform in accordance
        with the terms and conditions of this Agreement. Any other purported
        assignment will be void.

19.     Amendments

        This document constitutes the entire agreement between parties, and may
        be modified or amended only by written agreement signed by both parties.

                                            THE REGENTS OF THE UNIVERSITY
                                            OF CALIFORNIA


By:___________________________________      By:_________________________________
   (Signature)                                 (Signature)
By: __________________________________      By: ________________________________

Title: _______________________________      Title: _____________________________

Date: ________________________________      Date: ______________________________


PRINCIPAL INVESTIGATOR

By:___________________________________
   (Signature)
By: __________________________________

Date: ________________________________




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                         EXHIBIT A -- STATEMENT OF WORK


This exhibit defines the nature, scope and content of work to be performed under
the direction of Michael D. Roth, M.D., as Principal Investigator, working on
behalf of the UNIVERSITY and to be delivered to the SPONSOR in accordance with
the terms of this contract.

1.  NATURE OF WORK: The University and Sponsor will jointly develop an
    Investigational New Drug (IND) application entitled, "A PHASE I TRIAL
    EVALUATING DENDRITIC CELLS PRIMED WITH IRRADIATED AUTOLOGOUS TUMOR CELLS FOR
    THE ADJUVANT TREATMENT OF STAGE IB/II/IIIA NON-SMALL CELL LUNG CANCER
    (NSCLC)," that will be submitted by the Sponsor to the Federal Drug
    Administration (FDA). This IND application is specifically intended to
    support a clinical trial performed by UCLA investigators in conjunction with
    the Sponsor and may not be used by the Sponsor for any other purpose unless
    specified and agreed to in writing by both parties.


2.  SCOPE OF WORK: The work to be performed by the University falls into three
    categories:

A.  Identification of reagents and resources for the IND protocol.

B.  Develop and validate a protocol for preparing GMP-quality suspensions of
    viable lung cancer cells from patients with stage IB/II/IIA NSCLC.

C.  Collaborate in the design and writing of sections for the IND application.



3.  CONTENT OF WORK:

A.  Identification of reagents and resources for the IND protocol. University
    investigators will identify and make known to the Sponsor a list of products
    and manufacturers conforming to FDA-approved good manufacturing practices
    (GMP) as required to carry out the protocol. This will include, as currently
    available in the marketplace, resources for enzymes required for the
    production of lung cancer cell suspensions (e.g. collagenase, DNAse,
    hyaluronidase) and for reagents required for tumor purification (e.g.
    antibodies and immunomagnetic beads) and characterization (e.g. tumor
    identification reagents).

B.  Develop and validate a protocol for preparing GMP-quality suspensions of
    viable lung cancer cells from patients with stage IB/II/IIIA NSCLC.
    University investigators will collect cancer specimens from the operating
    room and evaluate techniques for preparing purified tumor cell suspensions
    from these clinical samples. The goal will be to develop a GMP-quality
    process by which tumors recovered at the time of surgery can be placed into
    a transportation media and delivered to the Sponsor's cell processing
    facility in the form of a viable cell suspension. In addition, techniques
    for purifying and characterizing the tumor cell suspension after its arrival
    at the Sponsor's facility will be investigated. Results from these
    investigations will be formed into a detailed written protocol that will be
    delivered to the Sponsor. This protocol will employ GMP-quality reagents, as
    feasible given their current availability. The average viability, cell yield
    and purity of the cancer cell suspension will be reported to the Sponsor.


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C. Design and write sections of the IND protocol. University investigators will,
   in discussion and collaboration with the Sponsor, develop a Clinical Trial
   Protocol and sections of a corresponding IND application for a study
   entitled, "A PHASE I TRIAL EVALUATING DENDRITIC CELLS PRIMED WITH IRRADIATED
   AUTOLOGOUS TUMOR CELLS FOR THE ADJUVANT TREATMENT OF STAGE IB/II/IIIA
   NON-SMALL CELL LUNG CANCER (NSCLC)". The following sections will be prepared:

I.    General Investigational Plan

II.   Investigators Brochure

III.  Detailed Protocol to include an Introduction, Objectives, Study Hypothesis
   and Endpoints, Treatment Plan, Pretreatment Evaluation, On Study Evaluation,
   Concomitant Medications, Adverse Events, and Criteria for Disease Evaluation.

IV.   UCLA IRB application conforming to study guidelines





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                            EXHIBIT B -- DELIVERABLES


This exhibit defines the deliverables to be provided by Michael D. Roth, M.D.,
as Principal Investigator, working on behalf of the UNIVERSITY, to the SPONSOR
in accordance with the terms of this contract.

A.  Identification of reagents and resources for the IND protocol. University
    investigators will identify and make known to the Sponsor a list of products
    and manufacturers conforming to FDA-approved good manufacturing practices
    (GMP) as required to carry out the protocol.

B.  Develop and validate a protocol for preparing GMP-quality suspensions of
    viable lung cancer cells from patients with stage IB/II/IIIA NSCLC.
    University investigators will prepare a detailed written protocol that will
    be delivered to the Sponsor. This protocol will employ GMP-quality reagents,
    as feasible given their current availability. The average viability, cell
    yield and purity of the cancer cell suspension will be reported to the
    Sponsor.

C.  Design and write sections of the IND protocol. University investigators
    will, in discussion and collaboration with the Sponsor, deliver the
    following written sections of a Clinical Trial Protocol and corresponding
    IND application for a study entitled, "A PHASE I TRIAL EVALUATING DENDRITIC
    CELLS PRIMED WITH IRRADIATED AUTOLOGOUS TUMOR CELLS FOR THE ADJUVANT
    TREATMENT OF STAGE IB/II/IIIA NON-SMALL CELL LUNG CANCER (NSCLC)".

            i.    General Investigational Plan

            ii.   Investigators Brochure

            iii.  Detailed Protocol to include an Introduction, Objectives,
                  Study Hypothesis and Endpoints, Treatment Plan, Pretreatment
                  Evaluation, On Study Evaluation, Concomitant Medications,
                  Adverse Events, and Criteria for Disease Evaluation.

            iv.   UCLA IRB application conforming to study guidelines





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                          EXHIBIT C - Payment Schedule


One third (33.33% or $28,050) of total direct and indirect costs ($84,150) will
be paid to the University within ten (10) days of the signing date of this
agreement. One-half of the remaining balance ($28,050) will be paid to the
University when the validated protocol for preparing GMP-quality suspensions of
viable lung cancer cells, as described in Exhibit B, item B, is delivered to the
Sponsor and on-half of the remaining balance ($28,050) will be paid to the
University when the necessary sections of the IND protocol and documentation of
UCLA IRB submission, as described in Exhibit B, item C, are delivered to the
Sponsor.






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