##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007
 or
 o
    
    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(Address of registrants principal executive offices)
    
    (Zip Code)
 (206) 256-4545
(Registrants telephone number, including area code)
 
 þ  ̈
  o þ o
 o þ




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##### 



DENDREON CORPORATION
 INDEX
 PAGE NO.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations for the Three Months and Six Months Ended June
30, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006
    
    

    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedure
    
    
    18PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 6. Exhibits
    
    
    24SIGNATURES
    
    
    25EXHIBIT INDEX
    
    
    26CERTIFICATION OF CEO PURSUANT TO SECTION 302 OF SARBANES OXLEYCERTIFICATION OF CFO PURSUANT TO SECTION 302 OF SARBANES OXLEYCERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY
  2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 DENDREON CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 June 30,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    104,854
    
    
    $
    60,964Short-term investments
    
    
    30,166
    
    
    
    45,492Restricted cash
    
    
    2,144
    
    
    
    1,440Prepaid and other current assets
    
    
    2,478
    
    
    
    2,082Total current assets
    
    
    139,642
    
    
    
    109,978Property and equipment, net
    
    
    29,336
    
    
    
    30,530Long-term investments
    
    
    8,652
    
    
    
    14,827Long-term restricted cash
    
    
    7,019
    
    
    
    7,723Debt issuance costs and other assets
    
    
    3,116
    
    
    
    585Total assets
    
    $
    187,765
    
    
    
    163,643LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    410
    
    
    $
    1,503Accrued liabilities
    
    
    5,805
    
    
    
    6,788Accrued compensation
    
    
    3,379
    
    
    
    5,312Deferred revenue
    
    
    82
    
    
    
    95Current portion of capital lease obligations
    
    
    1,089
    
    
    
    1,253Current portion of long-term debt and facility lease obligation
    
    
    5,737
    
    
    
    5,470Total current liabilities
    
    
    16,502
    
    
    
    20,421Deferred revenue, less current portion
    
    
    437
    
    
    
    478Capital lease obligations, less current portion
    
    
    337
    
    
    
    735Long-term debt, less current portion
    
    
    5,046
    
    
    
    7,879Facility lease obligation, less current portion
    
    
    8,331
    
    
    
    8,413Convertible notes
    
    
    75,000
    
    
    
    Commitments and contingencies (Note 7)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,
82,910,023 and 81,323,628 shares issued and outstanding at
June 30, 2007 and December 31, 2006, respectively
    
    
    82
    
    
    
    81Additional paid-in capital
    
    
    527,590
    
    
    
    518,127Accumulated other comprehensive loss
    
    
    (92
    )
    
    
    (106
    )Accumulated deficit
    
    
    (445,468
    )
    
    
    (392,385
    )Total stockholders equity
    
    
    82,112
    
    
    
    125,717Total liabilities and stockholders equity
    
    $
    187,765
    
    
    $
    163,643
  3




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DENDREON CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
(unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    523
    
    
    $
    78
    
    
    $
    603
    
    
    $
    103Operating expenses:Research and development
    
    
    16,369
    
    
    
    20,842
    
    
    
    41,331
    
    
    
    41,242General and administrative
    
    
    7,018
    
    
    
    5,495
    
    
    
    14,094
    
    
    
    10,659Total operating expenses
    
    
    23,387
    
    
    
    26,337
    
    
    
    55,425
    
    
    
    51,901Loss from operations
    
    
    (22,864
    )
    
    
    (26,259
    )
    
    
    (54,822
    )
    
    
    (51,798
    )Interest income
    
    
    1,330
    
    
    
    1,591
    
    
    
    2,722
    
    
    
    3,287Interest expense
    
    
    (691
    )
    
    
    (388
    )
    
    
    (983
    )
    
    
    (901
    )Net loss
    
    $
    (22,225
    )
    
    $
    (25,056
    )
    
    $
    (53,083
    )
    
    $
    (49,412
    )Basic and diluted net loss per share
    
    $
    (0.27
    )
    
    $
    (0.35
    )
    
    $
    (0.65
    )
    
    $
    (0.69
    )Shares used in computation of basic and diluted net loss per share
    
    
    82,512
    
    
    
    71,212
    
    
    
    82,047
    
    
    
    71,192
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DENDREON CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
(unaudited)
 Six Months EndedJune 30,2007
    
    
    2006Operating Activities:Net loss
    
    $
    (53,083
    )
    
    $
    (49,412
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization expense
    
    
    3,158
    
    
    
    1,870Non-cash stock-based compensation expense
    
    
    2,904
    
    
    
    1,852Gain on sale of fixed assets
    
    
    (11
    )
    
    
    (15
    )Impairment of fixed assets
    
    
    
    
    
    
    419Changes in operating assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (197
    )Other assets
    
    
    (438
    )
    
    
    (676
    )Deferred revenue
    
    
    (54
    )
    
    
    9Accounts payable
    
    
    (1,093
    )
    
    
    113Accrued liabilities and compensation
    
    
    (2,916
    )
    
    
    (5,655
    )Net cash used in operating activities
    
    
    (51,533
    )
    
    
    (51,692
    )Investing Activities:Purchases of investments
    
    
    (325,415
    )
    
    
    (247,222
    )Maturities of investments
    
    
    346,930
    
    
    
    253,833Purchases of property and equipment
    
    
    (1,953
    )
    
    
    (9,005
    )Net cash provided by (used in) investing activities
    
    
    19,562
    
    
    
    (2,394
    )Financing Activities:Proceeds from issuance of debt, net of debt financing costs
    
    
    72,450
    
    
    
    Proceeds from equipment financing arrangement, net of debt financing costs
    
    
    
    
    
    
    1,661Payments on capital lease obligations
    
    
    (562
    )
    
    
    (1,020
    )Payments on long-term debt
    
    
    (2,588
    )
    
    
    (1,227
    )Payments on facility lease obligation
    
    
    (60
    )
    
    
    (54
    )Net proceeds from exercise of stock options, warrants and other
    
    
    6,032
    
    
    
    163Issuance of common stock under the Employee Stock Purchase Plan
    
    
    589
    
    
    
    408Net cash provided by (used in) financing activities
    
    
    75,861
    
    
    
    (69
    )Net increase (decrease) in cash and cash equivalents
    
    
    43,890
    
    
    
    (54,155
    )Cash and
cash equivalents at beginning of period
    
    
    60,964
    
    
    
    81,949Cash and cash equivalents at end of period
    
    $
    104,854
    
    
    $
    27,794
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DENDREON CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. BUSINESS, PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
 Business
 ®
 Principles of Consolidation
  Basis of Presentation
  Net Loss Per Share
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Debt issuance costs
  Accounting for Stock-Based Compensation
    Employee Stock Options
    
    Employee Stock Purchase PlanFor the Three Months ended June 30,
    
    For the Three Months ended June 30,2007
    
    2006
    
    2007
    
    2006Weighted average estimated fair value
    
    $
    9.38
    
    
    $
    2.84
    
    
    $
    1.97
    
    
    $
    1.94Weighted Average AssumptionsDividend yield (A)
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility (B)
    
    
    93
    %
    
    
    81
    %
    
    
    124
    %
    
    
    80
    %Risk-free interest rate (C)
    
    
    4.7
    %
    
    
    4.6
    %
    
    
    5.0
    %
    
    
    4.7
    %Expected life (D)
    
    4.8
    years
    
    5.0
    years
    
    0.5
    years
    
    0.5
    yearsEmployee Stock Options
    
    Employee Stock Purchase PlanFor the Six Months Ended June 30,
    
    For the Six Months Ended June 30,2007
    
    2006
    
    2007
    
    2006Weighted average estimated fair value
    
    $
    3.25
    
    
    $
    3.46
    
    
    $
    1.97
    
    
    $
    1.94Weighted Average AssumptionsDividend yield (A)
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility (B)
    
    
    80
    %
    
    
    81
    %
    
    
    124
    %
    
    
    80
    %
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Employee Stock Options
    
    Employee Stock Purchase PlanFor the Six Months Ended June 30,
    
    For the Six Months Ended June 30,2007
    
    2006
    
    2007
    
    2006Risk-free interest rate (C)
    
    
    4.7
    %
    
    
    4.6
    %
    
    
    5.0
    %
    
    
    4.7
    %Expected life (D)
    
    4.5
    years
    
    4.9
    years
    
    0.5
    years
    
    0.5
    years
 
 (A)
    
    We have not paid dividends in the past and do not plan to pay any dividends in the near future.(B)
    
    The expected stock price volatility is based on the historical volatility of our stock.(C)
    
    The risk-free interest rate is based on the implied
yield available on U.S. Treasury zero-coupon issues with a
term equal to the expected life of the award on the date of
grant.(D)
    
    The expected life 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. The expected
life of awards under the employee stock purchase plan
represents the purchase period under the plan.  Shares
    
    Weighted-Average
    
    Weighted-AverageSubject to
    
    Exercise Price per
    
    Remaining
    
    Aggregate IntrinsicOptions
    
    Share
    
    Contractual Life
    
    ValueOutstanding, January 1,
2007
    
    
    5,664,958
    
    
    $
    7.48Granted
    
    
    293,937
    
    
    
    4.99Exercised
    
    
    (927,469
    )
    
    
    6.66Forfeited
    
    
    (345,648
    )
    
    
    5.76Outstanding, June 30,
2007
    
    
    4,685,778
    
    
    $
    7.61
    
    
    
    6.97
    
    
    $
    5,435,651Exercisable, June 30,
2007
    
    
    3,474,212
    
    
    $
    8.51
    
    
    
    6.31
    
    
    $
    2,843,383
  Restricted Stock Awards
   2007Weighted AverageGrant Date FairStock Awards
    
    ValueOutstanding at beginning of
period
    
    
    1,106,160
    
    
    $
    3.63Granted
    
    
    1,011,654
    
    
    
    6.68Vested
    
    
    (451,879
    )
    
    
    4.46
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2007Weighted AverageGrant Date FairStock Awards
    
    
    ValueForfeited or expired
    
    
    (60,062
    )
    
    
    4.21Outstanding at end of period
    
    
    1,605,873
    
    
    $
    5.86
  3. RECENT ACCOUNTING PRONOUNCEMENTS
     9




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New Accounting Standards Not Yet Adopted
     4. PROPERTY AND EQUIPMENT
  June 30,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006Furniture and office equipment
    
    $
    1,248
    
    
    $
    1,260Laboratory and manufacturing equipment
    
    
    10,679
    
    
    
    9,259Computer equipment
    
    
    9,565
    
    
    
    9,308Leasehold improvements
    
    
    15,657
    
    
    
    4,526Buildings
    
    
    1,730
    
    
    
    Construction in progress
    
    
    9,489
    
    
    
    22,12048,368
    
    
    
    46,473Less accumulated depreciation and amortization
    
    
    (19,032
    )
    
    
    (15,943
    )$
    29,336
    
    
    $
    30,530
  5. ACCRUED LIABILITIES
  June 30,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006Clinical trial costs
    
    $
    2,159
    
    
    $
    2,699Construction in progress
    
    
    94
    
    
    
    210Antigen manufacturing
    
    
    
    
    
    
    350Deferred rent
    
    
    547
    
    
    
    667Other accrued liabilities
    
    
    3,005
    
    
    
    2,862$
    5,805
    
    
    $
    6,788
 10




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6. CONVERTIBLE SENIOR NOTES
 st st th st
     7. COMMITMENTS AND CONTINGENCIES
      11




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8. COMPREHENSIVE LOSS
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Net loss
    
    $
    (22,225
    )
    
    $
    (25,056
    )
    
    $
    (53,083
    )
    
    $
    (49,412
    )Net unrealized gain (loss) on securities
    
    
    (78
    )
    
    
    (23
    )
    
    
    14
    
    
    
    (41
    )Comprehensive loss
    
    $
    (22,303
    )
    
    $
    (25,079
    )
    
    $
    (53,069
    )
    
    $
    (49,453
    )
 9. RESTRUCTURING
  Incurred In
    
    
    Paid
    
    
    BalanceThree Months
    
    
    In
    
    
    As ofRestructuring Charges (in thousands)
    
    Ended 6/30/07
    
    
    Second Quarter 2007
    
    
    6/30/07Severance and outplacement costs
    
    $
    1,440
    
    
    $
    (1,118
    )
    
    $
    322Contract termination costs
    
    $
    300
    
    
    $
    
    
    
    $
    300Non-cash stock-based compensation expense
    
    
    199
    
    
    
    (199
    )
    
    
    Total
    
    $
    1,939
    
    
    $
    (1,317
    )
    
    $
    622
 10. SUBSEQUENT EVENTS
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   12




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OVERVIEW
        13




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
    Debt issuance costs
  Accounting for Uncertainty in Income Taxes
     New Accounting Standards Not Yet Adopted
  14




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RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006
 Revenue
  Research and Development Expenses
   Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Clinical programs:Direct costs
    
    $
    8.4
    
    
    $
    10.6
    
    
    $
    20.6
    
    
    $
    18.2Indirect costs
    
    
    7.3
    
    
    
    9.2
    
    
    
    19.3
    
    
    
    20.5Total clinical programs
    
    
    15.7
    
    
    
    19.8
    
    
    
    39.9
    
    
    
    38.7Discovery research
    
    
    0.7
    
    
    
    1.0
    
    
    
    1.4
    
    
    
    2.5Total research and development expense
    
    $
    16.4
    
    
    $
    20.8
    
    
    $
    41.3
    
    
    $
    41.2
  15




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General and Administrative Expenses
  Interest Income
  Interest Expense
  LIQUIDITY AND CAPITAL RESOURCES
 Cash Uses and Proceeds
     
    
    costs for the development of marketing, manufacturing, information technology
and other infrastructure and activities related to the commercialization of Provenge;
    
    working capital needs;
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
    
    costs associated with hiring additional specialized personnel;
    
    supporting clinical trials of Provenge and for our other products under
development;
    
    operating and expanding our New Jersey manufacturing facility; and
    
    continuing our internal research and development programs.
  Construction and Facility Expenses
    Production and Supply Expenses
  Financings from the Sale of Securities
  17




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st st th st
    Contractual Commitments
    
    Total
    
    
    1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    ThereafterConvertible senior subordinated notes (including interest)
    
    $
    99,977
    
    
    
    3,750
    
    
    
    7,125
    
    
    
    7,125
    
    
    
    81,977Facility lease obligation (including interest) (a)
    
    
    14,909
    
    
    
    792
    
    
    
    1,681
    
    
    
    1,810
    
    
    
    10,626Contractual commitments
    
    
    12,934
    
    
    
    12,934
    
    
    
    
    
    
    
    
    
    
    
    Debt obligations (including interest)
    
    
    11,729
    
    
    
    6,345
    
    
    
    5,384
    
    
    
    
    
    
    
    Operating leases
    
    
    8,474
    
    
    
    3,201
    
    
    
    2,397
    
    
    
    419
    
    
    
    2,457Capital lease obligations (including interest)
    
    
    1,565
    
    
    
    1,153
    
    
    
    412
    
    
    
    
    
    
    
    Unconditional purchase obligations
    
    
    232
    
    
    
    232
    
    
    
    
    
    
    
    
    
    
    
    $
    149,820
    
    
    $
    28,407
    
    
    $
    16,999
    
    
    $
    9,354
    
    
    $
    95,060
 
 ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES
   18




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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
      
 ITEM 1A. RISK FACTORS
  Risks Relating to our Clinical and Commercialization Pursuits
 Our near-term prospects are highly dependent on Provenge, our lead product candidate. If we fail to
obtain FDA approval for Provenge or fail to successfully commercialize Provenge, our business would
be harmed and our stock price would likely decline.
  19




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The FDA or its Advisory Committee may determine our clinical trials data regarding safety or
efficacy are insufficient for regulatory approval .
  Risks Relating to an Investment in Our Common Stock
 We are currently subject to certain pending litigation, a stockholder demand and a government
investigation and may be subject to similar claims in the future.
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Our substantial indebtedness could adversely affect our financial condition.
  
    
    make it more difficult for us to satisfy our obligations with respect to the Notes;
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    limit our ability to raise additional funds to fund future working capital, capital expenditures, research
and development and other general corporate requirements;
    
    require us to dedicate a substantial portion of our cash flow from operations to service payments on our debt;
    
    limit our flexibility to react to changes in our business and the industry in which we operate or to pursue
certain strategic opportunities that may present themselves; or
    
    limit our ability to borrow additional funds.
 Our stockholders may be diluted by the conversion of the Notes.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 st st th st
  21




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  1.
    
    To elect three directors to hold office for a 3-year term and until their successors
are duly elected and qualified, each Director received the votes for and withheld as
set opposite his respective name:
 Nominee
    
    For
    
    WithheldGerardo Canet
    
    
    69,192,865
    
    
    
    3,848,080Bogdan Dziurzynski, D.P.A
    
    
    71,573,197
    
    
    
    1,467,748Douglas G. Watson
    
    
    69,120,845
    
    
    
    3,920,100
  22




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2.
    
    To ratify the selection of Ernst & Young LLP as the Companys independent registered
public accounting firm for the current fiscal year.
 VotesFor
    
    
    72,202,594Against
    
    
    579,674Abstain
    
    
    258,677
  23




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ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    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)10.1
    
    Purchase Agreement, dated as of June 5, 2007, between Dendreon Corporation and Merrill Lynch, Pierce,
Fenner & Smith Incorporated. (8)10.2
    
    Indenture, dated as of June 11, 2007, between Dendreon Corporation and The Bank of New York Trust
Company, N.A. (9)10.3
    
    Registration Rights Agreement, dated as of June 11, 2007 between Dendreon Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated. (10)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 10.1 filed with the registrants Form 8-K, filed with
the SEC on June 6, 2007, File No. 000-30681(9)
    
    Incorporated by reference to Exhibit 10.1 filed with the registrants Form 8-K, filed with
the SEC on June 12, 2007, File No. 000-30681.(10)
    
    Incorporated by reference to Exhibit 10.2 filed with the registrants Form 8-K, filed with
the SEC on June 12, 2007, File No. 000-30681.
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##### Table of Contents



SIGNATURES
   DENDREON CORPORATIONBy:
    
    /s/ MITCHELL H. GOLD, M.D.

Mitchell H. Gold, M.D.President and Chief Executive OfficerBy:
    
    /s/ GREGORY T. SCHIFFMAN

Gregory T. SchiffmanSenior Vice President, Chief Financial
Officerand Treasurer (Principal Financial
Officer)By:
    
    /s/ GREGORY R. COX

Gregory R. Cox(Principal Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    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)10.1
    
    Purchase Agreement, dated as of June 5, 2007, between Dendreon Corporation and Merrill Lynch, Pierce,
Fenner & Smith Incorporated. (8)10.2
    
    Indenture, dated as of June 11, 2007, between Dendreon Corporation and The Bank of New York Trust
Company, N.A. (9)10.3
    
    Registration Rights Agreement, dated as of June 11, 2007 between Dendreon Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated. (10)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 10.1 filed with the registrants Form 8-K, filed with
the SEC on June 6, 2007, File No. 000-30681(9)
    
    Incorporated by reference to Exhibit 10.1 filed with the registrants Form 8-K, filed with
the SEC on June 12, 2007, File No. 000-30681.(10)
    
    Incorporated by reference to Exhibit 10.2 filed with the registrants Form 8-K, filed with
the SEC on June 12, 2007, File No. 000-30681.
 26