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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM  TO

Commission File Number: 000-30681

DENDREON CORPORATION

(Exact name of registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|DELAWARE                                                       |  | 22-3203193                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

3005 FIRST AVENUE, SEATTLE, WASHINGTON 98121

(206) 256-4545

(Address, including
zip code, of registrants principal executive offices and telephone number, including area code)



---

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ  Yes     No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated
filer ̈Accelerated
filer  x                 Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act.): ̈Yes    No  þ

The number of shares of the registrants common stock, $.001 par value, outstanding as of May 3, 2006 was 71,209,906.



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DENDREON CORPORATION

INDEX



|                              |  |                                                                                          |  |         
|----------------------------- |  | ---------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                          |  | PAGE NO.
|PART I. FINANCIAL INFORMATION |  |                                                                                         
|                              |  |                                                                                         
|Item 1.                       |  | Financial Statements                                                                     |  |         
|                              |  |                                                                                         
|                              |  | Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005                   |  | 3       
|                              |  |                                                                                         
|                              |  | Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005 |  | 4       
|                              |  |                                                                                         
|                              |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 |  | 5       
|                              |  |                                                                                         
|                              |  | Notes to Consolidated Financial Statements                                               |  | 6       
|                              |  |                                                                                         
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations    |  | 12      
|                              |  |                                                                                         
|Item 3.                       |  | Qualitative and Quantitative Disclosures About Market Risk                               |  | 17      
|                              |  |                                                                                         
|Item 4.                       |  | Controls and Procedures                                                                  |  | 17      
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                         
|                              |  |                                                                                         
|Item 6.                       |  | Exhibits                                                                                 |  | 18      
|                              | 
|SIGNATURES                    |  | 20                                                                                      
|                              | 
|EXHIBIT INDEX                 |  | 21                                                                                      



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

DENDREON CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)



|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                             |  | March 31,2006 |          |   | December 31,2005 |  
|                                                                                                                                                                             |  | (Unaudited)   |          |   |                  |  
|ASSETS                                                                                                                                                                       |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                    |  | $             | 65,511   |   |                  | $ | 81,949   |  
|Short-term investments                                                                                                                                                       |  |               | 46,324   |   |                  |   | 52,273   |  
|Accounts receivable                                                                                                                                                          |  |               | 5,722    |   |                  |   | 5,636    |  
|Restricted cash                                                                                                                                                              |  |               | 2,726    |   |                  |   | 1,974    |  
|Prepaid and other current assets                                                                                                                                             |  |               | 1,918    |   |                  |   | 2,255    |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                         |  |               | 122,201  |   |                  |   | 144,087  |  
|Property and equipment, net                                                                                                                                                  |  |               | 23,420   |   |                  |   | 22,296   |  
|Long-term investments                                                                                                                                                        |  |               | 26,297   |   |                  |   | 32,187   |  
|Long-term restricted cash                                                                                                                                                    |  |               | 7,562    |   |                  |   | 8,314    |  
|Deposits                                                                                                                                                                     |  |               | 585      |   |                  |   | 669      |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                                 |  | $             | 180,065  |   |                  | $ | 207,553  |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                         |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                         |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                             |  | $             | 1,051    |   |                  | $ | 428      |  
|Accrued liabilities                                                                                                                                                          |  |               | 10,036   |   |                  |   | 13,619   |  
|Accrued compensation                                                                                                                                                         |  |               | 2,534    |   |                  |   | 4,234    |  
|Deferred revenue                                                                                                                                                             |  |               | 151      |   |                  |   | 82       |  
|Current portion of capital lease obligations                                                                                                                                 |  |               | 1,747    |   |                  |   | 1,955    |  
|Current portion of long-term debt and lease obligation                                                                                                                       |  |               | 2,981    |   |                  |   | 2,237    |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                    |  |               | 18,500   |   |                  |   | 22,555   |  
|Deferred revenue, less current portion                                                                                                                                       |  |               | 540      |   |                  |   | 560      |  
|Capital lease obligations, less current portion                                                                                                                              |  |               | 1,624    |   |                  |   | 1,904    |  
|Long-term debt, less current portion                                                                                                                                         |  |               | 5,615    |   |                  |   | 5,283    |  
|Facility lease obligation, less current portion                                                                                                                              |  |               | 8,512    |   |                  |   | 8,542    |  
|Commitments and contingencies                                                                                                                                                |  |               |          |   |                  |   |          |  
|Stockholders equity:                                                                                                                                                        |  |               |          |   |                  |   |          |  
|Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued or outstanding                                                                             |  |               |         |   |                  |   |         |  
|Common stock, $0.001 par value; 150,000,000 shares authorized, 71,202,706 and 71,115,910 shares issued and outstanding at March 31, 2006
and December 31, 2005, respectively |  |               | 71       |   |                  |   | 71       |  
|Additional paid-in capital                                                                                                                                                   |  |               | 470,665  |   |                  |   | 469,845  |  
|Deferred stock-based compensation                                                                                                                                            |  |               |         |   |                  |   | (120     | )
|Accumulated other comprehensive loss                                                                                                                                         |  |               | (362     | ) |                  |   | (344     | )
|Accumulated deficit                                                                                                                                                          |  |               | (325,100 | ) |                  |   | (300,743 | )
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                   |  |               | 145,274  |   |                  |   | 168,709  |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                                   |  | $             | 180,065  |   |                  | $ | 207,553  |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  

See accompanying notes



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DENDREON CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



|                                                                   |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                   |  | Three Months EndedMarch 31, |        
|                                                                   |  | 2006                        |         |   | 2005 |  
|Revenue                                                            |  | $                           | 25      |   |      | $ | 57      |  
|Operating expenses:                                                |  |                             |         |   |      |   |         |  
|Research and development                                           |  |                             | 20,401  |   |      |   | 15,889  |  
|General and administrative                                         |  |                             | 5,164   |   |      |   | 4,772   |  
|                                                                   |  |                             |         |   |      |   |         |  
|Total operating expenses                                           |  |                             | 25,565  |   |      |   | 20,661  |  
|                                                                   |  |                             |         |   |      |   |         |  
|Loss from operations                                               |  |                             | (25,540 | ) |      |   | (20,604 | )
|Interest income                                                    |  |                             | 1,696   |   |      |   | 1,177   |  
|Interest expense                                                   |  |                             | (513    | ) |      |   | (74     | )
|                                                                   |  |                             |         |   |      |   |         |  
|Net loss                                                           |  | $                           | (24,357 | ) |      | $ | (19,501 | )
|                                                                   |  |                             |         |   |      |   |         |  
|Basic and diluted net loss per share                               |  | $                           | (0.34   | ) |      | $ | (0.33   | )
|                                                                   |  |                             |         |   |      |   |         |  
|Shares used in computation of basic and diluted net loss per share |  |                             | 71,171  |   |      |   | 59,136  |  
|                                                                   |  |                             |         |   |      |   |         |  

See accompanying notes



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DENDREON CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                            |  |                             |          |   |      |   |         |  
|--------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- | - | ------- | -
|                                                                            |  | Three Months EndedMarch 31, |         
|                                                                            |  | 2006                        |          |   | 2005 |  
|Operating Activities:                                                       |  |                             |          |   |      |   |         |  
|Net loss                                                                    |  | $                           | (24,357  | ) |      | $ | (19,501 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |          |   |      |   |         |  
|Depreciation and amortization expense                                       |  |                             | 932      |   |      |   | 759     |  
|Non-cash stock-based compensation expense                                   |  |                             | 801      |   |      |   | 357     |  
|Non-cash stock-based consulting expense                                     |  |                             | 6        |   |      |   | 76      |  
|Impairment of fixed assets                                                  |  |                             | 419      |   |      |   |        |  
|Changes in operating assets and liabilities:                                |  |                             |          |   |      |   |         |  
|Accounts receivable                                                         |  |                             | (86      | ) |      |   | (208    | )
|Other current assets                                                        |  |                             | 337      |   |      |   | 729     |  
|Deposits                                                                    |  |                             | 84       |   |      |   |        |  
|Deferred revenue                                                            |  |                             | 49       |   |      |   | (24     | )
|Accounts payable                                                            |  |                             | 623      |   |      |   | 533     |  
|Accrued liabilities and compensation                                        |  |                             | (5,283   | ) |      |   | (2,338  | )
|                                                                            |  |                             |          |   |      |   |         |  
|Net cash used in operating activities                                       |  |                             | (26,475  | ) |      |   | (19,617 | )
|                                                                            |  |                             |          |   |      |   |         |  
|Investing Activities:                                                       |  |                             |          |   |      |   |         |  
|Purchases of investments                                                    |  |                             | (130,003 | ) |      |   |        |  
|Maturities of investments                                                   |  |                             | 141,824  |   |      |   | 45,054  |  
|Purchases of property and equipment                                         |  |                             | (2,475   | ) |      |   | (1,688  | )
|                                                                            |  |                             |          |   |      |   |         |  
|Net cash provided by investing activities                                   |  |                             | 9,346    |   |      |   | 43,366  |  
|                                                                            |  |                             |          |   |      |   |         |  
|Financing Activities:                                                       |  |                             |          |   |      |   |         |  
|Proceeds from equipment financing arrangement, net of debt financing costs  |  |                             | 1,661    |   |      |   |        |  
|Payments on capital lease obligations                                       |  |                             | (488     | ) |      |   | (254    | )
|Payments on long-term debt                                                  |  |                             | (582     | ) |      |   |        |  
|Payments on facility lease obligation                                       |  |                             | (33      | ) |      |   |        |  
|Proceeds from exercise of stock options and warrants                        |  |                             | 133      |   |      |   | 178     |  
|Issuance of common stock under the Employee Stock Purchase Plan             |  |                             |         |   |      |   | 669     |  
|                                                                            |  |                             |          |   |      |   |         |  
|Net cash provided by financing activities                                   |  |                             | 691      |   |      |   | 593     |  
|                                                                            |  |                             |          |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                        |  |                             | (16,438  | ) |      |   | 24,342  |  
|Cash and cash equivalents at beginning of year                              |  |                             | 81,949   |   |      |   | 54,501  |  
|                                                                            |  |                             |          |   |      |   |         |  
|Cash and cash equivalents at end of period                                  |  | $                           | 65,511   |   |      | $ | 78,843  |  
|                                                                            |  |                             |          |   |      |   |         |  
|Supplemental Disclosure of Cash Flow Information:                           |  |                             |          |   |      |   |         |  
|Capital expenditures financed through capital lease                         |  | $                           |         |   |      | $ | 1,733   |  
|                                                                            |  |                             |          |   |      |   |         |  

See accompanying notes



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DENDREON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



|1. | BUSINESS, PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
|-- | ---------------------------------------------------------------

Business

Dendreon Corporation (unless the context suggests otherwise, Dendreon, Company,
we, us, or our), a Delaware corporation originally formed in 1992 as Activated Cell Therapy, Inc., is a biotechnology company whose mission is to target cancer and transform lives through the discovery,
development and commercialization of novel therapeutics to fight cancer. Our goal is to develop innovative cancer treatments that significantly improve cancer treatment options for patients. Our product portfolio includes active immunotherapy,
monoclonal antibody and small molecule product candidates to treat a wide range of cancers. Our most advanced product candidate is Provenge®(sipuleucel-T), an active immunotherapy that has completed two Phase 3 trials for the treatment of asymptomatic, metastatic,
androgen-independent prostate cancer. Prostate cancer is the most common non-skin cancer among men in the United States, with over one million men currently diagnosed with the disease, and the second leading cause of cancer deaths in men in the
United States. Based upon the significant survival benefit seen in our completed studies for Provenge, we intend to submit a Biologics License Application (BLA) to the Food and Drug Administration (FDA) for Provenge on a
rolling basis in 2006. We own worldwide commercialization rights for Provenge.

Principles of Consolidation

The consolidated financial statements include the accounts of Dendreon and its wholly-owned subsidiary, Dendreon San Diego, LLC. All material intercompany
transactions and balances have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited financial statements reflect, in the opinion of management, all adjustments (consisting of only normal recurring adjustments)
necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from the
accompanying statements. These interim financial statements should be read in conjunction with the audited financial statements and related notes thereto, which are included in our Annual Report on Form 10-K for the year ended December 31, 2005
(the 2005 Form 10-K). The accompanying financial information as of December 31, 2005 has been derived from audited financial statements. Operating results for the three-month period ended March 31, 2006 are not necessarily
indicative of future results that may be expected for the year ending December 31, 2006 or any other future period.

Net Loss Per Share

Basic and diluted net loss per share of common stock are presented in conformity with Statement of Financial Accounting Standards
(SFAS) No. 128, Earnings Per Share (SFAS 128). Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding. Because we report a net loss, diluted
net loss per share is the same as basic net loss per share. We have excluded all outstanding stock options, warrants and unvested restricted stock from the calculation of diluted net loss per common share because all such securities are
antidilutive. Shares excluded from the computation of net loss per share were 6,035,079 and 5,474,934 for the three months ended March 31, 2006 and 2005, respectively.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

Accounting for
Stock-Based Compensation

The Company maintains several stock equity incentive plans under which it may grant non-qualified stock
options, incentive stock options, restricted stock, restricted stock units or stock appreciation rights to employees, non-employee directors and consultants. The Company also has an employee stock purchase plan (ESPP).

Prior to the January 1, 2006 adoption of the Financial Accounting Standards Board (FASB) Statement No. 123(R), Share-Based
Payment (SFAS 123R), we accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations. Accordingly, when the stock option grant price equaled the market price on the date of grant, and any purchase discounts under the ESPP were within statutory limits, no compensation expense was recognized by the Company
for stock-based compensation. As permitted by SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123), stock-based compensation determined based on the fair value of options granted was included as a pro forma
disclosure in the notes to the consolidated financial statements.



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Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123R,
using the modified-prospective transition method. Under this transition method, stock-based compensation expense was recognized in the consolidated financial statements for granted, modified, or settled stock options and restricted stock awards and
for expense related to the ESPP, because the purchase discounts available under the ESPP exceeded the amount allowed under SFAS 123R for non-compensatory treatment. Compensation expense recognized included the estimated expense for stock options
granted on and subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R, and the estimated expense for options granted prior to, but not vested as of January 1, 2006, based
on the grant date fair value estimated in accordance with the original provisions of SFAS 123, except that the carryover amount is adjusted for the estimated forfeiture rate. Results for prior periods have not been restated, as provided for under
the modified-prospective transition method.

Total stock-based employee compensation expense recognized in the consolidated statement of
operations for the three months ended March 31, 2006 was $801,000 and consisted of stock option and restricted stock award expenses of $713,000 and ESPP expense of $88,000. Of the $801,000 of stock compensation expense, $467,000 was included in
research and development expense and $334,000 was included in general and administrative expense and increased our net loss per share by $0.01. As the Company uses the full valuation allowance with respect to deferred taxes, the adoption of SFAS123R
had no impact on deferred taxes.

During the preparation of the notes to the consolidated financial statements for the year ended
December 31, 2005, we determined that the calculation of our pro forma net loss reported under SFAS 123 for the three months ended March 31, 2005, as previously reported, was understated primarily as a result of our inadvertent exclusion
of the fair value of (and, therefore, the amortization expense related to) the rights granted pursuant to our ESPP. Accordingly, pro forma net loss reported under SFAS 123 for the three months ended March 31, 2005, presented in the tables
below, has been revised. These revisions had no effect on our previously reported consolidated results of operations or financial condition.

The following table shows the effect on net loss and loss per share had compensation cost been recognized based upon the estimated fair value on the grant date of stock options, and ESPP, in accordance with SFAS 123, as amended by SFAS
No. 148 Accounting for Stock-Based Compensation  Transition and Disclosure (in thousands, except per share amounts):



|                                                                    |  |                                |         |  
|------------------------------------------------------------------- |  | ------------------------------ | ------- | -
|                                                                    |  | Three MonthsEndedMarch 31,2005 |        
|Net loss                                                            |  | $                              | (19,501 | )
|Add: stock-based compensation expense included in reported net loss |  |                                | 357     |  
|Deduct: stock-based compensation expense                            |  |                                | (2,164  | )
|                                                                    |  |                                |         |  
|Pro forma net loss                                                  |  | $                              | (21,308 | )
|                                                                    |  |                                |         |  
|Net loss per share as reported                                      |  | $                              | (0.33   | )
|                                                                    |  |                                |         |  
|Pro forma net loss per share                                        |  | $                              | (0.36   | )
|                                                                    |  |                                |         |  

Disclosures for the period ended March 31, 2006 are not presented because the amounts are
recognized in the consolidated financial statements. The fair value for stock awards was estimated at the date of grant using the Black-Scholes-Merton (BSM) option valuation model with the following weighted average assumptions for the
three months ended March 31, 2006 and March 31, 2005:



|                                        |  |                        |      |   |                          |   |      |               |  |   |                          |   |  |   |      |  
|--------------------------------------- |  | ---------------------- | ---- | - | ------------------------ | - | ---- | ------------- |  | - | ------------------------ | - |  | - | ---- | -
|                                        |  | Employee Stock Options |      |   | ESPP                     |  
|                                        |  | March 31,2006          |      |   | March 31,2005(Pro forma) |   |      | March 31,2006 |  |   | March 31,2005(Pro forma) |  
|Expected term (in years)                |  |                        | 5.0  |   |                          |   | 5.0  |               |  |   | 0.49                     |   |  |   | 0.41 |  
|Expected stock price volatility         |  |                        | 81   | % |                          |   | 96   | %             |  |   | 80                       | % |  |   | 65   | %
|Risk-free interest rate                 |  |                        | 4.6  | % |                          |   | 3.9  | %             |  |   | 4.7                      | % |  |   | 3.3  | %
|Expected dividend yield                 |  |                        | 0.0  | % |                          |   | 0.0  | %             |  |   | 0.0                      | % |  |   | 0.0  | %
|Estimated forfeiture rate               |  |                        | 13.9 | % |                          |   |     |               |  |   |                         |   |  |   |     |  
|Estimated fair value per option granted |  | $                      | 3.49 |   |                          | $ | 5.04 |               |  | $ | 1.94                     |   |  | $ | 2.17 |  

The expected term of the options represents the estimated period of time until exercise and is
based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. For 2006, expected stock price volatility is based on the historical volatility of the
Companys stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. The Company has not paid dividends in the past and does not plan to pay any dividends in
the near future.



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The BSM option valuation model was developed for use in estimating the fair value of traded options,
which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, particularly for the expected term and expected stock price volatility. The Companys
employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. Because Company stock options do not trade on a
secondary exchange, employees do not derive a benefit from holding stock options unless there is an increase, above the grant price, in the market price of the Companys common stock. Such an increase in stock price would benefit all
stockholders commensurately. See Note 7 for additional details.



|3. | RECENT ACCOUNTING PRONOUNCEMENTS
|-- | --------------------------------

In
November 2005, the FASB issued Staff Position No. FAS 123(R)-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards (FSP 123R-3). We elected to adopt the alternative
transition method provided in FSP 123R-3 for calculating the tax effects of stock-based compensation under SFAS 123R. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in-capital
pool (APIC pool) related to the tax effects of stock-based compensation, and for determining the subsequent impact on the APIC pool and consolidated statements of cash flows of the tax effects of stock-based compensation awards that are
outstanding upon adoption of SFAS 123R. We have determined this will have no impact on our APIC pool.



|4. | PROPERTY AND EQUIPMENT
|-- | ----------------------

Property and equipment
consisted of the followings:



|                                       |  |               |         |   |                  |   |         |  
|-------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|(in thousands)                         |  | March 31,2006 |         |   | December 31,2005 |  
|Furniture and office equipment         |  | $             | 1,241   |   |                  | $ | 1,232   |  
|Laboratory and manufacturing equipment |  |               | 9,277   |   |                  |   | 9,226   |  
|Computer equipment                     |  |               | 4,773   |   |                  |   | 2,822   |  
|Leasehold improvements                 |  |               | 4,439   |   |                  |   | 4,374   |  
|Construction in progress               |  |               | 16,751  |   |                  |   | 16,771  |  
|                                       |  |               |         |   |                  |   |         |  
|                                       |  |               | 36,481  |   |                  |   | 34,425  |  
|Less accumulated depreciation          |  |               | (13,061 | ) |                  |   | (12,129 | )
|                                       |  |               |         |   |                  |   |         |  
|                                       |  | $             | 23,420  |   |                  | $ | 22,296  |  
|                                       |  |               |         |   |                  |   |         |  

In January 2006, we incurred $419,000 impairment charge due to abandoned design costs for New
Jersey facility. Included in construction in progress at March 31, 2006 is $8.6 million, which is the capitalized amount of our leased facility.



|5. | ACCRUED LIABILITIES
|-- | -------------------

Accrued liabilities consisted
of the followings:



|                          |  |               |       |                  |   |       
|------------------------- |  | ------------- | ----- | ---------------- | - | ------
|(in thousands)            |  | March 31,2006 |       | December 31,2005
|Clinical trial costs      |  | $             | 2,856 |                  | $ | 3,103 
|Construction in progress  |  |               | 510   |                  |   | 2,681 
|Antigen manufacturing     |  |               | 2,742 |                  |   | 4,055 
|Deferred rent             |  |               | 831   |                  |   | 895   
|Other accrued liabilities |  |               | 2,742 |                  |   | 2,885 
|                          |  |               |       |                  |   |       
|                          |  | $             | 9,681 |                  | $ | 13,619
|                          |  |               |       |                  |   |       



|6. | RESTRUCTURING
|-- | -------------

In January 2006, we announced the
realignment of our resources to focus on achieving regulatory approvals for Provenge as expeditiously as possible and to reduce operating costs. The majority of our resources have now been deployed to complete the BLA during 2006 and prepare for the
commercialization of Provenge. As a result of the realignment, we reduced our workforce by 16% or 37 employees, primarily in early-stage research and development and in general and administrative facilities. We incurred a total of $1.3 million
restructuring charges for employee severance and outplacement costs and non-cash compensation of $60,000 due to the accelerated vesting of options and restricted stock awards of certain employees. Of the total $1.4 million restructuring charges,
$1.0 million was included in Research and Development expenses and $350,000 was included in General and Administrative expenses.



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|                                     |  |                                      |       |                          |   |      |             |  |                     |    |  |   |    
|------------------------------------ |  | ------------------------------------ | ----- | ------------------------ | - | ---- | ----------- |  | ------------------- | -- |  | - | ---
|Restructuring Charges (in thousands) |  | Incurred InThree MonthsEnded 3/31/06 |       | PaidInFirst Quarter 2006 |   |      | Adjustments |  | BalanceAs of3/31/06
|Severance and outplacement costs     |  | $                                    | 1,314 |                          | $ | (894 | )           |  | $                   | 21 |  | $ | 441
|Stock compensation expense           |  |                                      | 60    |                          |   | (60  | )           |  |                     |   |  |   |   
|                                     |  |                                      |       |                          |   |      |             |  |                     |    |  |   |    
|Total                                |  | $                                    | 1,374 |                          | $ | (954 | )           |  | $                   | 21 |  | $ | 441
|                                     |  |                                      |       |                          |   |      |             |  |                     |    |  |   |    



|7. | STOCK-BASED COMPENSATION
|-- | ------------------------

The Employee Stock Purchase Plan

Upon the completion of our initial public offering, we implemented the ESPP, which was approved by the Board of Directors on
March 1, 2000 and approved by the stockholders on May 1, 2000. A total of 1,485,000 shares of common stock were originally reserved for issuance under the ESPP. Each year, the number of shares reserved for issuance under the ESPP will
automatically be increased by the lesser of (i) 1% of the total number of fully diluted shares of our common stock then outstanding including convertible securities, (ii) 400,000 shares, or (iii) a number determined by our Board of
Directors. On January 1, 2006, the number of shares reserved for future issuance under the ESPP was automatically increased by an additional 400,000 shares, to an aggregate of 1,683,942 shares.

The ESPP permits eligible employees to purchase common stock at a discount, but only through payroll deductions during defined offering periods. The
price at which common stock is purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant purchase date.

For the three months ended March 31, 2005, 115,563 shares were issued under the ESPP at a price of $5.78. No shares have been issued for the three
months ended March 31, 2006. Since inception of the plan, 1,852,471 shares have been purchased, leaving 1,683,942 shares available for future issuance.

Stock Option Plans

In 2000, the Board of Directors and our stockholders approved the 2000 Equity Incentive Plan (the
2000 Plan), which amended and restated our 1996 Equity Incentive Plan. A total of 4,400,000 shares of common stock were originally authorized and reserved for issuance under the 2000 Plan, an increase of 550,000 shares over that
previously authorized under the 1996 Plan. In 2003, the Board of Directors and our shareholders approved amendments to the 2000 Plan: (i) to increase the number of shares of common stock authorized for issuance under the 2000 Plan by an
additional 2,000,000 shares; (ii) to increase the number of shares of common stock annually reserved for issuance under the 2000 Plan, effective as of January 1, 2004, from 550,000 to 750,000 shares; and (iii) to permit us to assume
existing options, stock bonuses and restricted stock awards that were granted or issued by another corporation and assumed by us in connection with a merger, consolidation or other corporate reorganization in which we are a party. Each year, the
number of shares reserved for issuance under the 2000 Plan is automatically increased by the lesser of (i) 5% of the total number of shares of our common stock then outstanding, (ii) 750,000 shares, or (iii) a number to be determined
by our Board of Directors. On January 1, 2006, the number of shares reserved for issuance under the 2000 Plan was automatically increased by 750,000 shares, to an aggregate of 10,300,000 shares.

The options granted under the 2000 Plan may be either incentive stock options or nonqualified stock options. Options granted under the 2000 Plan expire
no later than 10 years from the date of grant. The option price shall be at least 100% of the fair value on the date of grant for incentive stock options, and no less than 85% of the fair value for nonqualified stock options. The options generally
become exercisable in increments over a period of four years from the date of grant, with the first increment vesting after one year. Options may be granted with different vesting terms from time to time.

The 2002 Broad Based Equity Incentive Plan (the 2002 Plan) provides for the award of options, stock bonuses, and rights to acquire restricted
stock. The stock options granted under the 2002 Plan are nonqualified options and expire no later than 10 years from the date of the grant. The exercise price for each option must not be less than 85% of the fair market value of the common stock on
the date of the grant. Employees, officers, members of our Board of Directors and consultants are eligible to receive awards under the 2002 Plan. However, no more than 49% of the number of shares underlying options granted under the Plan may be
awarded to directors and senior officers of Dendreon. A total of 1,500,000 shares of common stock were authorized and reserved for issuance under the 2002 Plan. The Compensation Committee of the Board of Directors will determine the terms of each
option, including the number of shares, the option price, the term of the option, the vesting period, and the purchase price.



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The restricted stock awards granted during 2006 had a weighted average fair value of $5.35 per share and
vest over a four year period. A summary of restricted stock award activity under the 2000 Plan is as follows:



|                         |  |                        |  
|------------------------ |  | ---------------------- | -
|                         |  | OutstandingStockAwards |  
|Balance, January 1, 2006 |  | 20,143                 |  
|Units granted            |  | 195,131                |  
|Units vested             |  | (21,627                | )
|Units forfeited          |  | (21,250                | )
|                         |  |                        |  
|Balance, March 31, 2006  |  | 172,397                |  
|                         |  |                        |  

The fair value of each stock option granted is estimated on the date of grant using the BSM option
valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Companys experience. Options granted are valued using the multiple option
valuation approach, and the resulting expense is recognized using the graded, or accelerated, attribution method, consistent with the multiple option valuation approach. Compensation expense is recognized only for those options expected to vest,
with forfeitures estimated at the date of grant based on the Companys historical experience and future expectations. Prior to the adoption of SFAS 123R, the effect of forfeitures on the pro forma expense amounts was recognized as the
forfeitures occurred.

A summary of the Companys stock option activity during the three months ended March 31, 2006 is presented
in the following table:



|                             |  |                         |   |  |                                         |      |                                           |      |                          |   |        
|---------------------------- |  | ----------------------- | - |  | --------------------------------------- | ---- | ----------------------------------------- | ---- | ------------------------ | - | -------
|                             |  | SharesSubject toOptions |   |  | Weighted-AverageExercise Price perShare |      | Weighted-AverageRemainingContractual Life |      | Aggregate IntrinsicValue
|Outstanding, January 1, 2006 |  | 5,823,025               |   |  | $                                       | 8.37 |                                           |      |                          |   |        
|Granted                      |  | 837,193                 |   |  |                                         | 5.29 |                                           |      |                          |   |        
|Exercised                    |  | (65,341                 | ) |  |                                         | 2.04 |                                           |      |                          |   |        
|Forfeited                    |  | (751,883                | ) |  |                                         | 8.54 |                                           |      |                          |   |        
|                             |  |                         |   |  |                                         |      |                                           |      |                          |   |        
|Outstanding, March 31, 2006  |  | 5,842,994               |   |  | $                                       | 7.98 |                                           | 7.72 |                          | $ | 895,408
|                             |  |                         |   |  |                                         |      |                                           |      |                          |   |        
|                             |  |                         |   | 
|Exercisable, March 31, 2006  |  | 4,636,580               |   |  | $                                       | 8.65 |                                           | 7.22 |                          | $ | 809,006

The aggregate intrinsic value in the table above is before applicable income taxes, based on the
Companys closing stock price of $4.89 as of the last business day of the period ended March 31, 2006, which would have been received by the optionees had all options been exercised on that date. As of March 31, 2006, total
unrecognized stock-based compensation expense related to nonvested stock options was approximately $4.5 million, which is expected to be recognized over a weighted-average period of approximately 1.9 years. During the three months ended
March 31, 2006, the total intrinsic value of stock options exercised was $216,000. During the three months ended March 31, 2006, the total fair value of options vested was $50,000.

The Company issues new shares of common stock upon exercise of stock options.

Additional information regarding options outstanding as of March 31, 2006 is as follows:



|                         |  |                     |  |                                                  |  |                               |       |        |           |                               |   |      
|------------------------ |  | ------------------- |  | ------------------------------------------------ |  | ----------------------------- | ----- | ------ | --------- | ----------------------------- | - | -----
|                         |  | Options Outstanding |  | Options Exercisable                             
|Range of Exercise Prices |  | Shares              |  | Weighted-AverageRemainingContractualLife (Years) |  | Weighted-AverageExercisePrice |       | Shares |           | Weighted-AverageExercisePrice
|$   0.75  $   5.45      |  | 1,280,748           |  | 7.33                                             |  | $                             | 4.34  |        | 805,379   |                               | $ | 3.99 
|5.50       6.38         |  | 1,203,828           |  | 8.57                                             |  |                               | 5.72  |        | 509,283   |                               |   | 5.90 
|6.47       8.36         |  | 1,205,157           |  | 8.14                                             |  |                               | 7.41  |        | 1,176,157 |                               |   | 7.43 
|8.41     10.90          |  | 1,205,713           |  | 8.00                                             |  |                               | 9.86  |        | 1,198,213 |                               |   | 9.86 
|10.95     36.74         |  | 947,548             |  | 6.31                                             |  |                               | 14.07 |        | 947,548   |                               |   | 14.07
|                         |  |                     |  |                                                  |  |                               |       |        |           |                               |   |      
|$   0.75  $ 36.74       |  | 5,842,994           |  | 7.72                                             |  | $                             | 7.98  |        | 4,636,580 |                               | $ | 8.65 
|                         |  |                     |  |                                                  |  |                               |       |        |           |                               |   |      



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As of March 31, 2006, equity based awards (including stock option and stock awards) available for
future issuance are as follows:



|                           |  |                          |  
|-------------------------- |  | ------------------------ | -
|                           |  | AwardsAvailablefor Grant |  
|Balance, January 1, 2006   |  | 1,178,703                |  
|Granted                    |  | (1,032,324               | )
|Forfeited                  |  | 773,133                  |  
|Additional shares reserved |  | 750,000                  |  
|                           |  |                          |  
|Balance, March 31, 2006    |  | 1,669,512                |  
|                           |  |                          |  



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|8. | COMPREHENSIVE LOSS
|-- | ------------------

We reported comprehensive loss
in accordance with SFAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income (loss) and its components in financial statements. Comprehensive loss includes charges
and credits to stockholders equity that are not the result of transactions with stockholders. Our comprehensive loss consisted of net loss plus changes in unrealized gain or loss on investments as follows:



|                                         |  |                             |         |   |      |   |         |  
|---------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                         |  | Three months endedMarch 31, |        
|(in thousands)                           |  | 2006                        |         |   | 2005 |  
|Net loss                                 |  | $                           | (24,357 | ) |      | $ | (19,501 | )
|Net unrealized gain (loss) on securities |  |                             | (18     | ) |      |   | 27      |  
|                                         |  |                             |         |   |      |   |         |  
|Comprehensive loss                       |  | $                           | (24,375 | ) |      | $ | (19,474 | )
|                                         |  |                             |         |   |      |   |         |  



|9. | SUBSEQUENT EVENTS
|-- | -----------------

On April 4, 2006, we entered into an
amendment to our construction agreement with The Henderson Corporation dated November 4, 2005. Under the terms of the agreement, The Henderson Corporation will perform construction related services and arrange for, monitor, supervise,
administer and subcontract for the construction of our facility in Hanover, New Jersey. The agreement, as amended, allows us to use a phased approach to building out the facility and decreases the amount we will pay The Henderson Corporation from
$15 million to a price not to exceed $3.2 million.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

This quarterly report contains forward-looking statements concerning matters that involve risks and uncertainties. The statements contained in this report
that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These forward-looking statements
concern matters that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Words such as believes, expects, likely,
may and plans are intended to identify forward-looking statements, although not all forward-looking statements contain these words.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We are under no duty to update any of the forward-looking statements after the date hereof to conform such statements to actual results or to
changes in our expectations.

The following discussion should be read in conjunction with the consolidated financial statements and the
notes thereto included in Item 1 of this quarterly report on Form 10-Q. In addition, readers are urged to carefully review and consider the various disclosures made by us regarding the factors that affect our business, including without
limitation the disclosures made under the caption, Risk Factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2005 (2005 Form 10-K), and the audited financial statements and the notes
thereto and disclosures made under the caption, Managements Discussion and Analysis of Financial Condition and Results of Operations included in our 2005 Form 10-K.

OVERVIEW

We are a biotechnology company focused on the discovery, development and commercialization
of novel therapeutics that harness the immune system to fight cancer. Our portfolio includes active immunotherapy, monoclonal antibody and small molecule product candidates to treat a wide range of cancers. The product candidates most advanced in
development are active immunotherapies designed to stimulate a patients immune system for the treatment of cancer. Our most advanced product candidate is Provenge (sipuleucel-T), an active cellular immunotherapy for the treatment of prostate
cancer.

We have incurred significant losses since our inception. As of March 31, 2006, our accumulated deficit was $325.1 million. We
have incurred net losses as a result of research and development expenses, clinical trial expenses, contract manufacturing expenses and general and administrative expenses in support of our operations and marketing expenses. We anticipate incurring
net losses over at least the next several years as we continue our clinical trials, apply for regulatory approvals, develop our technology, expand our operations and develop the infrastructure to support the commercialization of Provenge and other
product candidates we may develop.



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We anticipate that we will not generate revenue from the sale of our potential commercial therapeutic
products during the next year. Without revenue generated from commercial sales, we anticipate that we will continue to fund our ongoing research, development and general operations from our available cash resources, future equity offerings and with
license fees and milestone payments received from our collaborators. The timing and level of funding from our existing or future collaborations will fluctuate based upon the success of our research programs, our ability to meet milestones and
receipt of approvals from government regulators. We expect research and development expenses to increase in the future as a result of increased clinical trial costs, contract manufacturing costs and costs associated with operating our New Jersey
manufacturing facility. In January 2006, we announced the realignment of our resources to focus on achieving regulatory approval for Provenge as expeditiously as possible and to reduce operating costs. The majority of our resources have now been
deployed to complete the Biologics License Application (BLA) for Provenge during 2006 and prepare for the commercialization of Provenge. We anticipate net cash utilized for operating and capital expenditures for 2006 to be approximately
$100 million. In addition, clinical trial costs may grow at a faster rate compared to research and other preclinical expenses as we continue our ongoing clinical trials.

Provenge (sipuleucel-T)

In September 2005, we announced plans to submit a BLA to the U.S. Food and
Drug Administration (the FDA) to market Provenge. This decision followed a pre-BLA meeting in which we reviewed safety and efficacy data with the FDA from our two completed Phase 3 clinical trials, D9901 and D9902A. In these discussions
the FDA agreed that the survival benefit observed in the D9901 study in conjunction with the supportive data obtained from study D9902A and the absence of significant toxicity in both studies is sufficient to serve as the clinical basis of a BLA
submission for Provenge. Specifically, our first Phase 3 clinical trial of Provenge, D9901, was a randomized double-blind placebo-controlled study in 127 men with asymptomatic, metastatic, androgen-independent prostate cancer. The trial was designed
to measure a delay in time to disease progression. Time to the onset of disease related pain was a secondary endpoint that was to be evaluated in concert with the results from a second, identical companion trial, D9902. The protocols for both trials
required patients to be followed for survival for three years after enrollment.

While trial D9901 approached, but did not meet, its
primary endpoint of showing a significant delay in time to disease progression in the overall patient population in the study, we completed the planned three year follow-up for survival on the D9901 patients and disclosed in February 2005 that a
significant survival advantage was seen in those patients who had been randomized to the Provenge arm compared to those who had been randomized to receive placebo. According to the final three year intent-to-treat analysis, patients who received
Provenge had a median survival of 25.9 months compared to 21.4 months for patients in the placebo arm, a 4.5 month or 21 percent improvement (p-value = 0.01, hazard ratio = 1.7). This hazard ratio implies that patients who received placebo have a
relative risk of dying that is 70 percent higher than that of patients who received Provenge. In addition, 34 percent of patients who received Provenge were alive at 36 months compared to 11 percent of patients who received placebo. The survival
benefit seen with Provenge was independent of a patients Gleason score. A Cox multivariate regression analysis was used to test the validity of the survival benefit seen in this study. The results showed that treatment with Provenge remained a
strong independent predictor of survival after adjusting for prognostic factors.

In October 2005, we disclosed results from the second
randomized Phase 3 trial, D9902A. Trial D9902A also did not meet its primary endpoint of showing a significant delay in time to disease progression. In the D9902A study, the three-year final survival analysis in the intent-to-treat population of the
double-blind, placebo-controlled study of Provenge in 98 men with asymptomatic, metastatic, androgen-independent prostate cancer showed those patients who received Provenge had a median survival of 19.0 months compared to 15.7 months for patients in
the placebo arm, a 3.3 month or 21 percent improvement (p-value = 0.331, hazard ratio = 1.3). A Cox multivariate regression analysis of overall survival, which adjusts for the same prognostic factors known to influence survival utilized in D9901,
met the criteria for statistical significance (p-value = 0.023; adjusted hazard ratio = 1.9). The hazard ratio observed in this analysis was similar to that seen in our D9901 trial. In addition, at the three-year final follow up, 32 percent of
patients who received Provenge were alive compared to only 21 percent of the patients who received placebo, a 52 percent improvement in the survival rate.

An integrated analysis of the survival data from these two companion Phase 3 clinical studies, D9901 and D9902A, showed a significant survival benefit in the overall intent-to-treat population of 225 patients. In this
analysis, those patients who received Provenge had a median survival of 23.2 months compared to 18.9 months for patients in the placebo arm (p-value = 0.011; hazard ratio = 1.5). A Cox multivariate regression analysis of the integrated data for
overall survival also met the criteria for statistical significance (p-value = 0.0006; adjusted hazard ratio = 1.8). In addition, at the three-year final follow up, 33 percent of patients who received Provenge were alive compared to only 15 percent
of the patients who received placebo. In both studies, Provenge was generally well tolerated.



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Summary of PROVENGE Studies



|                                            |  |                        |  |                        |  |                                 
|------------------------------------------- |  | ---------------------- |  | ---------------------- |  | --------------------------------
|                                            |  | Study 1 (D9901)N = 127 |  | Study 2 (D9902A)N = 98 |  | Studies 1 and 2IntegratedN = 225
|Median Survival in months:                  |  |                        |  |                        |  |                                 
|Provenge                                    |  | 25.9                   |  | 19.0                   |  | 23.2                            
|Placebo                                     |  | 21.4                   |  | 15.7                   |  | 18.9                            
|                                            |  |                        |  |                        |  |                                 
|Median Survival Benefit: % (months)         |  | 21% (4.5)              |  | 21% (3.3)              |  | 23% (4.3)                       
|                                            |  |                        |  |                        |  |                                 
|Hazard Ratio p-value (log rank)             |  | 1.7p=0.010             |  | 1.3p=0.331             |  | 1.5p=0.011                      
|                                            |  |                        |  |                        |  |                                 
|Hazard Ratio p-value (Cox regression, adj.) |  | 2.1p=0.002             |  | 1.9p=0.023             |  | 1.8p=0.0006                     
|                                            |  |                        |  |                        |  |                                 
|36-Month Survival: % (patients)             |  |                        |  |                        |  |                                 
|Provenge                                    |  | 34% (28)               |  | 32% (21)               |  | 33%(49)                         
|Placebo                                     |  | 11%(5)                 |  | 21%(7)                 |  | 15%(12)                         

Provenge has Fast Track designation from the FDA for the treatment of asymptomatic patients with
metastatic, androgen-independent prostate cancer. We anticipate submitting a BLA for Provenge to the FDA in 2006 on a rolling basis. We own commercialization rights for Provenge worldwide.

The build-out of our commercial manufacturing facility in Hanover, New Jersey is continuing and is expected to meet its scheduled completion date in
mid-2006. In the first quarter of 2006, we entered into amendments to our construction agreements with AES Clean Technology and The Henderson Corporation to reflect a phased approach to the build-out of the facility. The original design for the
facility provided for the installation of clean rooms on a modular basis. Our decision to use a phased approach to the construction improvements to the facility was based on our desire to have a commercially viable facility completed as quickly as
feasible, on a financially prudent basis and without compromising quality or capacity during the start up of the commercialization of Provenge.

As another integral part of our effort to prepare for the commercialization of Provenge, we are engaged with Diosynth RTP in the production of the antigen used in the preparation of Provenge and are expecting to complete the manufacture of
conformance lots this year. On December 22, 2005, we entered into a long-term supply agreement with Diosynth RTP, Inc. covering the production of the antigen used in the preparation of Provenge. Our first binding order to Diosynth for
commercial scale quantities of the antigen under this agreement was placed on the same day to commence production in January 2007. This order is noncancelable and obligates us to pay Diosynth $25.1 million over the next 18 months.

Other Provenge Clinical Trials

We are currently
conducting another Phase 3 clinical trial of Provenge, D9902B. Based on the results of the two completed Phase 3 studies, D9901 and D9902A, we met with the FDA and have amended the D9902B Special Protocol Assessment agreement to open the trial to
men regardless of Gleason score and to elevate survival to the primary endpoint. Approximately 500 men will be enrolled and men with asymptomatic or minimally symptomatic disease are eligible for the study. We expect to complete enrollment in the
D9902B study, now known as the IMPACT (IMmunotherapy for Prostate AdenoCarcinoma Treatment) study, next year. In June 2005, we disclosed that enrollment has been completed in a Phase 3 double-blind placebo controlled trial called PROTECT (PROvenge
Trial of Early Prostate Cancer Treatment) (P-11) in androgen-dependent prostate cancer.

Neuvenge (lapuleucel-T)

Neuvenge is our investigational active cellular immunotherapy for the treatment of patients with breast, ovarian and other solid tumors expressing
HER2/neu. In December 2004, we announced results from two Phase 1 studies of Neuvenge indicating that Neuvenge stimulated an immune response and may provide clinical benefit in patients with advanced, metastatic HER2/neu positive breast cancer. We
are evaluating future development plans for Neuvenge.

Preclinical Research and Development Programs

In addition to other active immunotherapies in preclinical research and development, we have monoclonal antibody and small molecule product candidates in
preclinical research and development programs. These also include product candidates being developed with our collaborators.

Our
collaboration with Genentech, Inc. targets the development of product candidates directed against trp-p8, an ion channel found in prostate cancer cells. We are currently engaged in discovering, evaluating and developing small molecule therapeutics
that modify trp-p8 function. We have discovered selective trp-p8 small molecule agonists that induce cell death and inhibit the growth of trp-p8 positive tumors in animals. Lead compounds are orally bio-available and potent agonists of trp-p8
function.

Our collaboration with Abgenix, Inc., which was recently acquired by Amgen, Inc., is focused on the discovery, development and
commercialization of fully-human monoclonal antibody candidates against a membrane-bound serine protease. Under the terms of the collaboration, Abgenix, Inc. will use its human antibody technologies to generate and select antibodies against this
serine protease. Both Dendreon and Abgenix have the right to co-develop and commercialize, or, if co-development is not elected, to solely develop and commercialize, any antibody product candidates discovered during the collaboration.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

As
discussed in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations section of the 2005 Form 10-K, we consider our policies on revenue recognition and research and development expenses to
be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements. With the adoption of SFAS 123R at the beginning of the Companys first fiscal quarter of 2006, we added Stock-Based
Compensation as a critical accounting policy.



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Stock-Based Compensation

Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123R, using the modified-prospective transition method. Under this transition method, stock-based compensation expense was
recognized in the consolidated financial statements for granted, modified, or settled stock options and restricted stock awards and for expense related to the ESPP, because the purchase discounts available under the ESPP exceeded the amount allowed
under SFAS 123R for non-compensatory treatment. We use the Black-Scholes-Merton option-pricing model, which requires the input of highly subjective assumptions. These assumptions include estimating the length of time employees will retain their
vested stock options before exercising them (the expected term), the estimated volatility of our common stock price over the expected term and the number of options that will ultimately not complete their vesting requirements
(forfeitures). Changes in these subjective assumptions can materially affect the estimate of fair value of stock-based compensation and consequently, the related amount recognized as an expense on the consolidated statements of
operations. As required under the accounting rules, we review our valuation assumptions at each grant date and, as a result, we are likely to change our valuation assumptions used to value employee stock-based awards granted in future periods.

Total stock-based employee compensation expense recognized in the consolidated statement of operations for the three months ended March
31, 2006 was $801,000 and consisted of stock option and restricted stock award expenses of $713,000 and ESPP expense of $88,000. Of the $801,000 of stock compensation expense, $467,000 was included in research and development expense and $334,000
was included in general and administrative expense. As of March 31, 2006, total unrecognized stock-based compensation expense related to nonvested stock and stock options was approximately $4.5 million, which is expected to be recognized over a
weighted-average period of approximately 1.9 years. As the Company uses the full valuation allowance with respect to deferred taxes, the adoption of SFAS123R had no impact on deferred taxes.

There was no stock-based compensation expense related to employee stock options and employee stock purchases recognized under FAS 123R during the three
months ended March 31, 2005.

Recent Accounting Pronouncements

In November 2005, the FASB issued FSP 123R-3. We elected to adopt the alternative transition method provided in FSP 123R-3 for calculating the tax effects of stock-based compensation under SFAS 123R. The
alternative transition method includes simplified methods to establish the beginning balance of the APIC pool related to the tax effects of stock-based compensation, and for determining the subsequent impact on the APIC pool and consolidated
statements of cash flows of the tax effects of stock-based compensation awards that are outstanding upon adoption of SFAS 123R. We have determined this will have no impact on our APIC pool.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

Revenue

Revenue decreased to $25,000 for the three months ended March 31, 2006, compared to $57,000 for the three
months ended March 31, 2005. The decrease in 2006 was due to revenue recognized in 2005 related to royalty income. Our revenue in 2006 includes recognition of deferred revenue related to two license agreements.

Research and Development Expenses

Research and
development expenses increased to $20.4 million for the three months ended March 31, 2006, from $15.9 million for the three months ended March 31, 2005. The increase in the first quarter of 2006 was primarily due to increased contract
manufacturing costs of $3.2 million, non-cash stock based compensation expense of $467,000, severance costs related to our January 2006 restructuring of $1.0 million and an impairment charge of $419,000 due to amended construction agreements related
to our manufacturing facility. Contract manufacturing costs are expected to increase in the future to prepare commercial level production runs and to support the D9902B clinical trial.



15



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##### Table of Contents

Financial data from our research and development-related activities is compiled and managed by us as
clinical programs and discovery research. Our research and development expenses for the three ended March 31, 2006 and 2005 were as follows (in millions):



|                                       |  |                             |      |      |   |     
|-------------------------------------- |  | --------------------------- | ---- | ---- | - | ----
|                                       |  | Three months endedMarch 31,
|                                       |  | 2006                        |      | 2005
|Clinical programs:                     |  |                             |      |      |   |     
|Cancer                                 |  | $                           | 6.1  |      | $ | 5.5 
|Indirect costs                         |  |                             | 12.4 |      |   | 8.6 
|                                       |  |                             |      |      |   |     
|Total clinical programs                |  |                             | 18.5 |      |   | 14.1
|Discovery research                     |  |                             | 1.9  |      |   | 1.8 
|                                       |  |                             |      |      |   |     
|Total research and development expense |  | $                           | 20.4 |      | $ | 15.9
|                                       |  |                             |      |      |   |     

Direct research and development costs associated with our clinical programs include clinical trial
site costs, clinical manufacturing costs, costs incurred for consultants and other outside services, such as data management and statistical analysis support, and materials and supplies used in support of the clinical programs. Indirect costs of our
clinical program include wages, payroll taxes and other employee-related expenses including rent, restructuring, stock based compensation, utilities and other facilities-related maintenance. The costs in each category may change in the future and
new categories may be added. Costs attributable to our discovery research programs represent our efforts to develop and expand our product pipeline.

General and Administrative Expenses

General and administrative expenses increased to $5.2 million for the three months
ended March 31, 2006, compared to $4.8 million for the three months ended March 31, 2005. General and administrative expenses were primarily comprised of salaries and wages, consulting fees, marketing fees and administrative costs to
support our operations. The 2006 expenses included $350,000 of restructuring costs and $334,000 of non-cash stock compensation.

Interest Income

Interest income increased to $1.7 million for the three months ended March 31, 2006, from $1.2 million for the three months ended
March 31, 2005. The increase in 2006 was primarily due to higher average interest rates offset by a decrease in interest income earned on short-term receivables and declining cash and investment balances. We expect interest income to decrease
in the future due to a declining cash balance.

Interest Expense

Interest expense increased to $513,000 for the three months ended March 31, 2006, compared to $74,000 for the three months ended March 31, 2005. The increase in 2006 was primarily due to an increase in the
average capital and facility lease balances in 2006 compared to 2005.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2006, we had approximately $138.1 million in cash, cash equivalents and short- and long-term investments. We have financed our
operations primarily through proceeds from the sale of equity securities, cash receipts from collaborative agreements, interest income earned and debt instruments. We have received net proceeds of $230.7 million from the sale of our equity
securities since January 1, 2003, of which $48.3 million was received in our December 2005 common stock offering.

On April 4,
2006, we entered into an amendment to our construction agreement with The Henderson Corporation dated, November 4, 2005. Under the terms of the agreement, The Henderson Corporation will perform construction related services and arrange for,
monitor, supervise, administer and subcontract for the construction of our facility in Hanover, New Jersey. The agreement, as amended, allows us to use a phased approach to building out the facility and decreases the amount we will pay The Henderson
Corporation by $11.8 million to a price not to exceed $3.2 million.

On February 16, 2006, we entered into an amendment to our
construction agreement with AES Clean Technology, Inc., dated November 4, 2005. Under the terms of the agreement, AES Clean Technology will design and construct clean rooms, production modules, related corridors and ancillary systems to be
located in our facility in Hanover, New Jersey. AES Clean Technology, Inc. will coordinate with The Henderson Corporation and our architect in connection with all such design and construction services. The agreement, as amended, allows us to use a
phased approach to building out the facility and decreases the amount we will pay AES Clean Technology by $4.8 million to a guaranteed maximum price of $2.3 million.

On October 29, 2004, we entered into a second amendment to our Bioprocessing Services Agreement originally dated March 16, 2001 with Diosynth RTP, Inc. Pursuant to this agreement, Diosynth has undertaken to
produce the antigen used in Provenge, our investigational therapeutic active immunotherapy for the treatment of prostate cancer, at commercial manufacturing levels to support a BLA filing. Pursuant to the second amendment, Diosynth will perform
studies to verify the manufacturing process for the antigen and will manufacture the antigen at commercial scale to validate the manufacturing process. The total contract price payable by us for this work is $18.4 million. If we terminate the
agreement without cause, or if Diosynth were to terminate in the event of our default, we would be obligated to pay Diosynth a cancellation fee equal to a portion of the remaining uninvoiced contract amount. As of March 31, 2006, this amount
would not exceed $1.2 million.

On December 22, 2005, we entered into a supply agreement with Diosynth covering the production of the
antigen to be used in connection with Provenge. Our first binding order to Diosynth for commercial scale quantities of the antigen was placed on the same day to commence production in January 2007. This order is noncancelable and obligates us to pay
Diosynth $25.1 million over the next 18 months.

In December 2005, we entered into the first two of a series of anticipated Promissory
Notes (the Notes), with General Electric Capital Corporation (GE Capital), for the purchase of equipment and associated build-out costs for our Hanover, NJ manufacturing facility. The Notes, one with a principal amount of
$7.0 million bearing interest at 7.55% per year and one with a principal amount of $593,954 bearing interest at 10.2%, are to be repaid in 36 consecutive monthly installments of principal and interest. The Notes are secured by a Master Security
Agreement (the Security Agreement), and two Security Deposit Pledge Agreements (the Pledge Agreements). Pursuant to the Pledge Agreements, we deposited an aggregate of $7.0 million as a security deposit for the repayment of
the $7.0 million, which finances the soft costs (such as leasehold improvements and designs), and will be released pro rata upon the repayment of the loan or upon receipt of FDA approval of our active immunotherapy product, Provenge.
There is a material adverse change clause in the Security Agreement which may accelerate the maturity of the Notes upon the occurrence of certain events. We do not believe a material adverse change in our financial condition has occurred. The $7.0
million security deposit is recorded on our consolidated balance sheet in restricted cash and long-term restricted cash. On January 31, 2006, we entered into a commitment letter with GE Capital wherein GE Capital has committed to make a series
of loans to us up to an aggregate original principal amount of $13 million. We have drawn $2.3 million of the loan as of March 31, 2006. This loan facility expires on July 31, 2006.



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As of December 31, 2005, we had financed $4.2 million of leasehold improvements, laboratory,
computer and office equipment under several leases with GE Life Sciences and Technology Financings. In 2005, we entered into a $1.8 capital lease with Oracle Corporation to finance our Enterprise Resource Planning system. The amount of remaining
lease payments due under these leases as of March 31, 2006 was approximately $3.4 million.

On August 18, 2005, we entered into
an agreement to lease 158,242 square feet of commercial manufacturing space in Hanover, New Jersey. The lease term is seven years and we have the option to extend the lease for two ten-year periods and one five-year period, with the same terms and
conditions except for rent, which adjusts to market rate. We intend to outfit this facility to meet the anticipated clinical and commercial manufacturing needs for Provenge and our other immunotherapy product candidates in development. Property and
equipment on our consolidated balance sheet as of March 31, 2006 includes $5.0 million of construction in progress related to the build-out and construction of the New Jersey facility. The lease required us to provide the landlord with a letter
of credit in the amount of $3.1 million as a security deposit, which is recorded as long-term restricted cash on our consolidated balance sheet as of March 31, 2006. In addition to the letter of credit, the restricted cash balance includes a
collateral amount of $164,000, which is required by Wells Fargo, the bank that issued the letter of credit on our behalf.

On
August 12, 2005, we filed a shelf registration statement with the SEC to sell up to $150 million of our common stock from time to time. The SEC declared this registration statement effective in October 2005. In December 2005, we sold
11.5 million shares of common stock at a price of $4.50 per share for gross proceeds of $51.8 million, or $48.3 million net of underwriting discounts, commissions and other offering costs. As of March 31, 2006, $98.2 million of common
stock is available to be sold under this registration statement.

Net cash used in operating activities for the three months ended
March 31, 2006 and 2005 was $26.5 million and $19.6 million, respectively. Expenditures in all periods were a result of research and development expenses, clinical trial costs, contract manufacturing costs, general and administrative expenses
in support of our operations and marketing expenses. We expect cash used in operations to increase in the future as a result of increased contract manufacturing and clinical trial activity, costs associated with operating our New Jersey
manufacturing facility and the ongoing development of a commercial infrastructure to support the commercialization of Provenge.

Since our
inception, investing activities, other than purchases and maturities of short-term and long-term investments, consist primarily of purchases of property and equipment. At March 31, 2006, our aggregate investment in equipment and leasehold
improvements was $27.8 million.

As of March 31, 2006, we anticipate that our cash on hand, including our cash equivalents, short-term
and long-term investments and cash generated from our collaboration arrangements, will be sufficient to enable us to meet our anticipated expenditures for at least the next 12 months, including, among other things:



| |  |  | supporting our submission of a BLA for Provenge;
| | - |  | ------------------------------------------------



| |  |  | manufacturing scale-up and infrastructure development related to the commercialization of Provenge;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | supporting additional clinical trials of Provenge; and
| | - |  | ------------------------------------------------------



| |  |  | continuing internal research and development.
| | - |  | ---------------------------------------------

However,
we may need additional financing prior to that time. Additional financing may not be available on favorable terms or at all. If we are unable to raise additional funds through sales of our common stock under our shelf registration statement, or
otherwise, should we need them, we may be required to delay, reduce or eliminate some of our development programs and some of our clinical trials and this could adversely impact our intent to submit a BLA for Provenge during 2006.



|ITEM 3. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

As of March 31, 2006, we had short-term investments of $46.3 million and long-term investments of $26.3 million. Our short-term and long-term investments are subject to interest rate risk and will decline in value if market interest
rates increase. The estimated fair value of our short- and long-term investments as of March 31, 2006, assuming a 100 basis point increase in market interest rates, would decrease by approximately $240,000, which would not materially impact our
operations. We limit our exposure to adjustable interest rates on our Notes to GE Capital by capping the interest rate at a fixed amount. Our outstanding capital lease obligations are all at fixed interest rates and therefore have minimal exposure
to changes in interest rates.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

We evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this quarterly report. Our chief executive officer and principal financial officer supervised and participated in the evaluation.
Based on the evaluation, our chief executive officer and principal financial officer each concluded that, as of the date of the evaluation, our disclosure controls and procedures were effective in providing reasonable assurance that material
information relating to us and our consolidated subsidiary is recorded, processed and made known to management on a timely basis, including during the period when we prepare our periodic SEC reports. The design and operation of any system of
controls is based in part upon certain assumptions about the likelihood of future events and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.



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Changes in Internal Controls

On January 1, 2006, we implemented the Oracle Enterprise Resource Planning System (ERP), which will serve as our new general ledger of record going forward. The implementation of the ERP system
provides us a more technologically advanced information technology architecture that can be utilized throughout the Company and leveraged to interface with other Company systems. The implementation of the ERP system has impacted our operations by
eliminating certain manual processes and interfaces and automating and streamlining certain controls.

Other than as mentioned above,
during our most recently completed fiscal quarter, there have been no changes in our internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) under the Securities and Exchange Act of 1934, as amended, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 6. | EXHIBITS
|------- | --------



|               |  |                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                               
|               | 
|3.1            |  | Amended and Restated Certificate of Incorporation. (1)                                                                                                                    
|               | 
|3.2            |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation. (2)                                                                                        
|               | 
|3.3            |  | Amended and Restated Bylaws. (3)                                                                                                                                          
|               | 
|4.1            |  | Specimen Common Stock Certificate. (4)                                                                                                                                    
|               | 
|4.2            |  | Certificate of Designation of Series A Junior Participating Preferred Stock. (5)                                                                                          
|               | 
|4.3            |  | Rights Agreement between the registrant and Mellon Investor Services LLC, as Rights Agent, dated September 18, 2002. (6)                                                  
|               | 
|4.4            |  | Form of Right Certificate. (7)                                                                                                                                            
|               | 
|10.29          |  | Form of Restricted Stock Award Agreement (8)                                                                                                                              
|               | 
|10.35          |  | Commitment Letter, dated January 31,2006, between Dendreon Corporation and General Electric Capital Corporation. (9)                                                      
|               | 
|10.36          |  | First Amendment to the Construction Services Agreement between AES Clean Technology and Dendreon Corporation, dated February 16, 2005. (10)                               
|               | 
|10.37          |  | Release Agreement between Dendreon Corporation and Robert Hershberg, M.D., dated March 21, 2006 (11)                                                                      
|               | 
|10.38          |  | Consulting Agreement between Dendreon Corporation and Robert Hershberg, M.D., dated March 15, 2006 (12)                                                                   
|               | 
|10.39          |  | First Amendment to Construction Services Agreement between The Henderson Corporation and Dendreon Corporation, dated April 4, 2006. (13)                                  
|               | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                       
|               | 
|31.2           |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                   
|               | 
|32             |  | Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



|(1) | Incorporated by reference to Exhibit 3.1 filed with the registrants Form 10-Q for the quarter ended March 31, 2002, File No. 000-30681
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to Exhibit 3.1 filed with the registrants Form 8-K, filed with the SEC on June 13, 2005, File No. 000-30681.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(3) | Incorporated by reference to Exhibit 3.2 filed with the registrants Form 10-Q for the quarter ended June 30, 2004, File No. 000-30681.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(4) | Incorporated by reference to Exhibit 4.1 filed with the registrants Registration Statement on Form S-1/A, File No. 333-31920.
|--- | ------------------------------------------------------------------------------------------------------------------------------



|(5) | Incorporated by reference to Exhibit 4.1 filed with the registrants Registration Form 8-K, filed with the SEC on September 25, 2002, File No. 000-30681.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Incorporated by reference to Exhibit 99.2 filed with the registrants Registration Form 8-K, filed with the SEC on September 25, 2002, File No. 000-30681.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Incorporated by reference to Exhibit 99.3 filed with the registrants Form 8-K, filed with the SEC on September 25, 2002, File No. 000-30681.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Incorporated by reference to exhibit 10.46 filed with the registrants Form 8-K, filed with SEC on January 24, 2006, File No. 000-30681.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



18



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##### Table of Contents

|(9) | Incorporated by reference to Exhibit 10.47 filed with the registrants Form 8-K, filed with the SEC on February 3, 2006, File No. 000-30681.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



|(10) | Incorporated by reference to Exhibit 10.36 filed with the registrants Form 10-K, for the fiscal year ended December 31, 2005, File No. 000-30681.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------



|(11) | Incorporated by reference to Exhibit 10.37 filed with the registrants Form 8-K, filed with the SEC on March 21, 2006, File No. 000-30681.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------



|(12) | Incorporated by reference to Exhibit 10.38 filed with the registrants Form 8-K, filed with the SEC on March 21, 2006, File No. 000-30681.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------



|(13) | Incorporated by reference to Exhibit 10.39 filed with the registrants Form 8-K, filed with the SEC on April 7, 2006, File No. 000-30681.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------



19



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated this 9thday of May, 2006



DENDREON CORPORATIONBy:

/s/ Richard F. Hamm, Jr.Richard F. Hamm, Jr.Senior Vice President, Corporate Development,General Counsel and Secretary(Authorized Officer and Principal Financial Officer)




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##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                               
|               | 
|3.1            |  | Amended and Restated Certificate of Incorporation. (1)                                                                                                                    
|               | 
|3.2            |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation. (2)                                                                                        
|               | 
|3.3            |  | Amended and Restated Bylaws. (3)                                                                                                                                          
|               | 
|4.1            |  | Specimen Common Stock Certificate. (4)                                                                                                                                    
|               | 
|4.2            |  | Certificate of Designation of Series A Junior Participating Preferred Stock. (5)                                                                                          
|               | 
|4.3            |  | Rights Agreement between the registrant and Mellon Investor Services LLC, as Rights Agent, dated September 18, 2002. (6)                                                  
|               | 
|4.4            |  | Form of Right Certificate. (7)                                                                                                                                            
|               | 
|10.29          |  | Form of Restricted Stock Award Agreement (8)                                                                                                                              
|               | 
|10.35          |  | Commitment Letter, dated January 31,2006, between Dendreon Corporation and General Electric Capital Corporation. (9)                                                      
|               | 
|10.36          |  | First Amendment to the Construction Services Agreement between AES Clean Technology and Dendreon Corporation, dated February 16, 2005. (10)                               
|               | 
|10.37          |  | Release Agreement between Dendreon Corporation and Robert Hershberg, M.D., dated March 21, 2006 (11)                                                                      
|               | 
|10.38          |  | Consulting Agreement between Dendreon Corporation and Robert Hershberg, M.D., dated March 15, 2006 (12)                                                                   
|               | 
|10.39          |  | First Amendment to Construction Services Agreement between The Henderson Corporation and Dendreon Corporation, dated April 4, 2006. (13)                                  
|               | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                       
|               | 
|31.2           |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                   
|               | 
|32             |  | Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



|(1) | Incorporated by reference to Exhibit 3.1 filed with the registrants Form 10-Q for the quarter ended March 31, 2002, File No. 000-30681
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to Exhibit 3.1 filed with the registrants Form 8-K, filed with the SEC on June 13, 2005, File No. 000-30681.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(3) | Incorporated by reference to Exhibit 3.2 filed with the registrants Form 10-Q for the quarter ended June 30, 2004, File No. 000-30681.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(4) | Incorporated by reference to Exhibit 4.1 filed with the registrants Registration Statement on Form S-1/A, File No. 333-31920.
|--- | ------------------------------------------------------------------------------------------------------------------------------



|(5) | Incorporated by reference to Exhibit 4.1 filed with the registrants Registration Form 8-K, filed with the SEC on September 25, 2002, File No. 000-30681.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Incorporated by reference to Exhibit 99.2 filed with the registrants Registration Form 8-K, filed with the SEC on September 25, 2002, File No. 000-30681.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Incorporated by reference to Exhibit 99.3 filed with the registrants Form 8-K, filed with the SEC on September 25, 2002, File No. 000-30681.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Incorporated by reference to exhibit 10.46 filed with the registrants Form 8-K, filed with SEC on January 24, 2006, File No. 000-30681.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



|(9) | Incorporated by reference to Exhibit 10.47 filed with the registrants Form 8-K, filed with the SEC on February 3, 2006, File No. 000-30681.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



|(10) | Incorporated by reference to Exhibit 10.36 filed with the registrants Form 10-K, for the fiscal year ended December 31, 2005, File No. 000-30681.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------



|(11) | Incorporated by reference to Exhibit 10.37 filed with the registrants Form 8-K, filed with the SEC on March 21, 2006, File No. 000-30681.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------



|(12) | Incorporated by reference to Exhibit 10.38 filed with the registrants Form 8-K, filed with the SEC on March 21, 2006, File No. 000-30681.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------



|(13) | Incorporated by reference to Exhibit 10.39 filed with the registrants Form 8-K, filed with the SEC on April 7, 2006, File No. 000-30681.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------



21