exv10w2








Exhibit 10.2




AMENDMENT NO. 1 TO


COMMON STOCK PURCHASE AGREEMENT




     This Amendment No. 1 (the “First Amendment”) to that certain Common Stock Purchase
Agreement, dated October 11, 2007 (the “Agreement”), by and between Dendreon Corporation, a
Delaware corporation (the “Company”), and Azimuth Opportunity Ltd., an international business
company incorporated under the laws of the British Virgin Islands (the “Investor”), is entered into
as of October 8, 2008 (the “First Amendment Date”). Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Agreement.



Recitals




     Whereas, Section 4.18 of the Agreement provides that the Registration Statement was
declared effective by order of the Commission on May 25, 2007, the definition of “Base Prospectus”
in the Agreement refers to the Company’s prospectus, dated October 11, 2007, and the definition of
“Registration Statement” refers to the registration statement on Form S-3, Commission File Number
333-141388;



     Whereas, on June 11, 2008, the Company filed a new registration statement on Form
S-3, Commission File Number 333-51573, to register the offer and sale of shares of Common Stock
under the Agreement, which new registration statement was declared effective by order of the
Commission on August 29, 2008;



     Whereas, the Company and the Investor desire to utilize the new registration
statement on Form S-3, Commission File Number 333-51573, in connection with the offer and sale of
shares of Common Stock under the Agreement, in lieu of the registration statement on Form S-3,
Commission File Number 333-141388;



     Whereas, the Agreement remains in full force and effect;



     Whereas, Section 9.3 of the Agreement provides that the Agreement may be amended by a
written instrument signed by the Company and the Investor; and



     Whereas, the Company and the Investor now desire to amend the Agreement as set forth
herein.



Agreement




     Now, Therefore, in consideration of the mutual promises, representations, warranties,
covenants and conditions set forth in the Agreement and this First Amendment, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:



     1. Amendment of Section 4.18(i). Effective as of the First Amendment Date, Section
4.18(i) of the Agreement shall be amended and restated in its entirety to read as follows:




     “(i) The Company has prepared and filed with the Commission in accordance with the
provisions of the Securities Act the Registration Statement, including a base
prospectus relating to the Shares. The Registration Statement was declared effective
by



 









 







order of the Commission on August 29, 2008. As of the date hereof, no stop order
suspending the effectiveness of the Registration Statement has been issued by the Commission
or is continuing in effect under the Securities Act and no proceedings therefor are pending
before or, to the Company’s knowledge, threatened by the Commission. No order preventing or
suspending the use of the Prospectus or any Permitted Free Writing Prospectus has been
issued by the Commission.”



     2. Amendment of “Base Prospectus” Definition. Effective as of the First Amendment
Date, the definition of “Base Prospectus” in Section (c) of Annex A to the Agreement shall
be amended and restated in its entirety to read as follows:




“(c) “Base Prospectus” shall mean the Company’s prospectus, dated
August 12, 2008, a preliminary form of which is included in the Registration
Statement, including the documents incorporated by reference therein.”



     3. Amendment of “Registration Statement” Definition. Effective as of the First
Amendment Date, the definition of “Registration Statement” in Section (aaa) of Annex A to
the Agreement shall be amended and restated in its entirety to read as follows:




“(aaa) “Registration Statement” shall mean the registration
statement on Form S-3, Commission File Number 333-51573, filed by the
Company with the Commission under the Securities Act for the registration of
the Shares, as such Registration Statement may be amended and supplemented
from time to time, including the documents incorporated by reference therein
and the information deemed to be a part thereof at the time of effectiveness
pursuant to Rule 430A or Rule 430B under the Securities Act.”



     4. Continuing Effect of Agreement. Except as expressly set forth in this First
Amendment, all other provisions of the Agreement remain in full force and effect.



     5. Governing Law. This First Amendment shall be governed by and construed in accordance with
the internal procedure and substantive laws of the State of New York, without giving effect to the
choice of law provisions of such state.



     6. Counterparts. This First Amendment may be executed in counterparts, all of which taken
together shall constitute one and the same original and binding instrument and shall become
effective when all counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties hereto need not sign the same counterpart.



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     In Witness Whereof, the parties hereto have caused this Amendment No. 1 to the
Agreement to be executed and delivered as of the First Amendment Date.



	 	 	 	 	 
	 	





Company: DENDREON CORPORATION

 	 
	 	By:  	/s/ Richard F. Hamm, Jr.
 	 
	 	 	Name:  	Richard F. Hamm, Jr. 	 
	 	 	Title:  	Senior Vice President, Corporate
Development, General Counsel and
Secretary 	 
	 
	 	Investor: AZIMUTH OPPORTUNITY LTD.

 	 
	 	By:  	/s/ Deirdre M. McCoy
 	 
	 	 	Name:  	Deirdre M. McCoy 	 
	 	 	Title:  	Corporate Secretary