##### 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, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROMTO
 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
  Large accelerated filer o
    
    Accelerated filer
þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



DENDREON CORPORATION
 INDEX
 PAGE NO.PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007
    
    
    3Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2008
and 2007 (unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 (unaudited)
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    24PART II. OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    27EXHIBIT INDEX
    
    
    28EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  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)
 June 30,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    73,622
    
    
    $
    75,721Short-term investments
    
    
    39,282
    
    
    
    27,115Restricted cash
    
    
    1,553
    
    
    
    1,553Prepaid and other current assets
    
    
    1,478
    
    
    
    2,508Total current assets
    
    
    115,935
    
    
    
    106,897Property and equipment, net
    
    
    26,811
    
    
    
    27,454Long-term investments
    
    
    14,427
    
    
    
    17,739Long-term restricted cash
    
    
    5,030
    
    
    
    6,288Debt issuance costs and other assets
    
    
    3,069
    
    
    
    3,284Total assets
    
    $
    165,272
    
    
    $
    161,662LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,203
    
    
    $
    2,221Accrued liabilities
    
    
    7,234
    
    
    
    11,545Accrued compensation
    
    
    2,771
    
    
    
    4,598Deferred revenue
    
    
    82
    
    
    
    82Warrant liability
    
    
    12,194
    
    
    
    Current portion of capital lease obligations
    
    
    272
    
    
    
    780Current portion of facility lease obligation
    
    
    195
    
    
    
    172Current portion of long-term debt
    
    
    4,560
    
    
    
    5,843Total current liabilities
    
    
    31,511
    
    
    
    25,241Deferred revenue, less current portion
    
    
    355
    
    
    
    397Capital lease obligations, less current portion
    
    
    
    
    
    
    73Long-term debt, less current portion
    
    
    649
    
    
    
    2,083Facility lease obligation, less current portion
    
    
    8,136
    
    
    
    8,241Convertible senior subordinated notes
    
    
    85,250
    
    
    
    85,250Commitments and contingencies (Note 8)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, 91,676,323 and 83,258,210
shares issued and outstanding at June 30, 2008
and December 31, 2007, respectively
    
    
    91
    
    
    
    83Additional paid-in capital
    
    
    566,875
    
    
    
    531,891Accumulated other comprehensive income
    
    
    84
    
    
    
    52Accumulated deficit
    
    
    (527,679
    )
    
    
    (491,649
    )Total stockholders equity
    
    
    39,371
    
    
    
    40,377Total liabilities and stockholders equity
    
    $
    165,272
    
    
    $
    161,662
  3




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##### Table of Contents



DENDREON CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue
    
    $
    26
    
    
    $
    523
    
    
    $
    57
    
    
    $
    603Operating expenses:Research and development
    
    
    13,193
    
    
    
    16,369
    
    
    
    26,671
    
    
    
    41,331General and administrative
    
    
    5,420
    
    
    
    7,018
    
    
    
    11,095
    
    
    
    14,094Total operating expenses
    
    
    18,613
    
    
    
    23,387
    
    
    
    37,766
    
    
    
    55,425Loss from operations
    
    
    (18,587
    )
    
    
    (22,864
    )
    
    
    (37,709
    )
    
    
    (54,822
    )Other income (expense):Interest income
    
    
    951
    
    
    
    1,330
    
    
    
    2,088
    
    
    
    2,722Interest expense
    
    
    (1,246
    )
    
    
    (691
    )
    
    
    (2,777
    )
    
    
    (983
    )Gain from valuation of warrant liability
    
    
    2,368
    
    
    
    
    
    
    
    2,368
    
    
    
    Net loss
    
    $
    (16,514
    )
    
    $
    (22,225
    )
    
    $
    (36,030
    )
    
    $
    (53,083
    )Basic and diluted net loss per share
    
    $
    (0.18
    )
    
    $
    (0.27
    )
    
    $
    (0.41
    )
    
    $
    (0.65
    )Shares used in computation of basic and
diluted net loss per share
    
    
    91,217
    
    
    
    82,512
    
    
    
    87,265
    
    
    
    82,047
  4




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##### Table of Contents



DENDREON CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 Six Months EndedJune 30,2008
    
    
    2007Operating Activities:Net loss
    
    $
    (36,030
    )
    
    $
    (53,083
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization expense
    
    
    2,893
    
    
    
    3,158Non-cash stock-based compensation expense
    
    
    3,150
    
    
    
    2,904Amortization of securities discount and premium
    
    
    (49
    )
    
    
    114Gain on sale of fixed assets
    
    
    (5
    )
    
    
    (11
    )Gain on valuation of warrant liability
    
    
    (2,368
    )
    
    
    Changes in operating assets and liabilities:Restricted cash related to operating lease
    
    
    1,258
    
    
    
    Prepaid expenses and other assets
    
    
    1,245
    
    
    
    (438
    )Accounts payable
    
    
    1,982
    
    
    
    (1,093
    )Deferred revenue
    
    
    (42
    )
    
    
    (54
    )Accrued liabilities and compensation
    
    
    (6,138
    )
    
    
    (2,916
    )Net cash used in operating activities
    
    
    (34,104
    )
    
    
    (51,419
    )Investing Activities:Maturities of investments
    
    
    26,233
    
    
    
    34,624Purchases of investments
    
    
    (35,007
    )
    
    
    (13,223
    )Purchases of property and equipment
    
    
    (2,245
    )
    
    
    (1,953
    )Net cash (used in) provided by investing activities
    
    
    (11,019
    )
    
    
    19,448Financing Activities:Proceeds from common stock offering, net of financing costs
    
    
    45,991
    
    
    
    Proceeds from issuance of debt, net of debt financing costs
    
    
    
    
    
    
    72,450Payments on capital lease obligations
    
    
    (581
    )
    
    
    (562
    )Payments on long-term debt
    
    
    (2,717
    )
    
    
    (2,588
    )Payments on facility lease obligation
    
    
    (82
    )
    
    
    (60
    )Net proceeds from exercise of stock options, warrants and other
    
    
    (32
    )
    
    
    6,032Issuance of common stock under the Employee Stock Purchase Plan
    
    
    445
    
    
    
    589Net cash provided by financing activities
    
    
    43,024
    
    
    
    75,861Net increase in cash and cash equivalents
    
    
    (2,099
    )
    
    
    43,890Cash and cash equivalents at beginning of year
    
    
    75,721
    
    
    
    60,964Cash and cash equivalents at end of period
    
    $
    73,622
    
    
    $
    104,854
  5




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##### Table of Contents



DENDREON CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. BUSINESS, PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
 Business
 ®
 Principles of Consolidation
  Basis of Presentation
  6




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##### Table of Contents



Net Loss Per Share
  Reclassifications
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Research and Development Expenses
  Accounting for Stock-Based Compensation
    7




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##### Table of Contents



Employee Stock Options
    
    Employee Stock Purchase PlanFor the Three Months ended June 30,
    
    For the Three Months ended June 30,2008
    
    2007
    
    2008
    
    2007Weighted average
estimated fair
value (A)
    
    
    N/A
    
    
    $
    9.38
    
    
    $
    1.27
    
    
    $
    1.97Weighted Average
AssumptionsDividend yield (A,B)
    
    
    N/A
    
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
(A,C)
    
    
    N/A
    
    
    
    93
    %
    
    
    48
    %
    
    
    124
    %Risk-free interest
rate (A,D)
    
    
    N/A
    
    
    
    4.7
    %
    
    
    2.2
    %
    
    
    5.0
    %Expected life (A,E)
    
    
    N/A
    
    
    4.8 years
    
    0.5 years
    
    0.5 years
 Employee Stock Options
    
    Employee Stock Purchase PlanFor the Six Months Ended June 30,
    
    For the Six Months Ended June 30,2008
    
    2007
    
    2008
    
    2007Weighted average estimated fair value
    
    $
    4.34
    
    
    $
    3.25
    
    
    $
    1.27
    
    
    $
    1.97Weighted Average AssumptionsDividend yield (B)
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility (C)
    
    
    91
    %
    
    
    80
    %
    
    
    48
    %
    
    
    124
    %Risk-free interest rate (D)
    
    
    2.5
    %
    
    
    4.7
    %
    
    
    2.2
    %
    
    
    5.0
    %Expected life (E)
    
    4.5 years
    
    4.5 years
    
    0.5 years
    
    0.5 years
 
 (A)
    
    During the quarter ended June 30, 2008, we did not grant stock options; therefore the
above-described assumptions and the weighted average estimated fair value are not applicable
during this period.(B)
    
    We have not paid dividends in the past and do not plan to pay dividends in the near future.(C)
    
    The expected stock price volatility is based on the historical volatility of our stock.(D)
    
    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.(E)
    
    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, 2008
    
    
    5,223,439
    
    
    $
    7.10Granted
    
    
    376,564
    
    
    
    6.39Exercised
    
    
    (7,528
    )
    
    
    3.54Forfeited
    
    
    (236,842
    )
    
    
    6.91Outstanding, June 30, 2008
    
    
    5,355,633
    
    
    $
    7.07
    
    
    
    6.34
    
    
    $
    341,207Exercisable, June 30, 2008
    
    
    3,698,277
    
    
    $
    7.87
    
    
    
    5.22
    
    
    $
    307,453
  Restricted Stock Awards
 8




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2008Weighted AverageGrant Date FairStock Awards
    
    ValueOutstanding at beginning of period
    
    
    1,449,687
    
    
    $
    5.96Granted
    
    
    531,888
    
    
    
    6.37Vested
    
    
    (293,828
    )
    
    
    5.98Forfeited or expired
    
    
    (114,322
    )
    
    
    6.30Outstanding at end of period
    
    
    1,573,425
    
    
    
    6.06
  Warrant Liability
   3. RECENT ACCOUNTING PRONOUNCEMENTS
  9




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##### Table of Contents




    
    Long-lived assets measured at fair value due to an impairment assessment under SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets
    
    Asset retirement obligations initially measured under SFAS No. 143, Accounting for Asset
Retirement Obligations
  New Accounting Standards Not Yet Adopted
   
 4. FAIR VALUE MEASUREMENTS
   10




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##### Table of Contents



Level 2 
    
    Inputs other than quoted prices in active markets that are either directly or
indirectly observable, andLevel 3 
    
    Unobservable inputs in which little or no market data exists, therefore developed using
estimates and assumptions developed by us, which reflect those that a market participant would
use.
  Quoted Prices in
    
    
    
    
    
    
    SignificantActive Markets for
    
    
    Significant Other
    
    
    UnobservableBalance as of
    
    
    Identical Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    June 30, 2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money Market
    
    $
    7,911
    
    
    $
    7,911
    
    
    $
    
    
    
    $
    Commercial paper
    
    
    62,913
    
    
    
    
    
    
    
    62,913
    
    
    
    Corporate debt securities
    
    
    34,693
    
    
    
    
    
    
    
    34,693
    
    
    
    Government-sponsored enterprises
    
    
    14,549
    
    
    
    
    
    
    
    14,549
    
    
    
    U.S. Treasury Note
    
    
    4,467
    
    
    
    
    
    
    
    4,467
    
    
    
    Total financial assets
    
    $
    124,533
    
    
    $
    7,911
    
    
    $
    116,622
    
    
    $
    Liabilities:Warrants (Footnote 9 - Equity)
    
    $
    12,194
    
    
    $
    
    
    
    $
    
    
    
    $
    12,194
   Three Months
    
    Six MonthsEnded
    
    EndedDescription
    

June 30, 2008
    

June 30, 2008Beginning balance
    
    $
    
    
    
    $
    Purchases, issuances, and settlements
    
    
    14,562
    
    
    
    14,562Total gain
included in net loss (1)
    
    (2,368
    )
    
    (2,368
    )Ending balance
    
    $
    12,194
    
    
    $
    12,194
 
 (1)
    
    The gain as of June 30, 2008 relates to the revaluation of the warrant
liability from the date of issuance of the Warrants, April 3, 2008,
through June 30, 2008. The gain is reflected in our consolidated
statements of operations as a component of other income (expense).   11




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5. PROPERTY AND EQUIPMENT
  June 30,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Furniture and office equipment
    
    $
    1,306
    
    
    $
    1,263Laboratory and manufacturing equipment
    
    
    10,935
    
    
    
    10,905Computer equipment and software
    
    
    9,828
    
    
    
    9,794Leasehold improvements
    
    
    15,686
    
    
    
    15,681Buildings
    
    
    1,730
    
    
    
    1,730Construction in progress
    
    
    11,773
    
    
    
    9,96651,258
    
    
    
    49,339Less accumulated depreciation and amortization
    
    
    (24,447
    )
    
    
    (21,885
    )$
    26,811
    
    
    $
    27,454
  6. ACCRUED LIABILITIES
  June 30,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Antigen manufacturing costs
    
    $
    749
    
    
    $
    5,987Clinical trial costs
    
    
    1,794
    
    
    
    1,949Accrued interest expense
    
    
    169
    
    
    
    169Deferred rent
    
    
    894
    
    
    
    697Accrued legal costs
    
    
    432
    
    
    
    640Other accrued liabilities
    
    
    3,196
    
    
    
    2,103$
    7,234
    
    
    $
    11,545
 7. CONVERTIBLE SENIOR SUBORDINATED NOTES
  12




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8. COMMITMENTS AND CONTINGENCIES
  McGuire v. Dendreon Corporation, et al. McGuire, et al. v. Dendreon Corporation, et al.,
   13




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Loh v. Gold, et al. McGuire
v. Dendreon Corporation.
   9. EQUITY
   10. COMPREHENSIVE LOSS
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net loss
    
    $
    (16,514
    )
    
    $
    (22,225
    )
    
    $
    (36,030
    )
    
    $
    (53,083
    )Net unrealized gain
(loss) on
securities
    
    
    (81
    )
    
    
    (78
    )
    
    
    32
    
    
    
    14Comprehensive loss
    
    $
    (16,595
    )
    
    $
    (22,303
    )
    
    $
    (35,998
    )
    
    $
    (53,069
    )
 14




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##### Table of Contents



11. RESTRUCTURING
  BalancePaid
    
    
    
    
    
    
    As ofAt January 1,
    
    
    In
    
    
    
    
    
    
    June 30,Restructuring Charges
    
    2008
    
    
    2008
    
    
    Adjustments
    
    
    2008(In thousands)Severance and outplacement costs
    
    $
    334
    
    
    $
    (250
    )
    
    $
    (37
    )
    
    $
    47
 15




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    OVERVIEW
      16




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
    Warrant Liability
   17




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Recent Accounting Pronouncements
   
    
    Long-lived assets measured at fair value due to an impairment assessment under SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets
    
    Asset retirement obligations initially measured under SFAS No. 143, Accounting for Asset
Retirement Obligations
  New Accounting Standards Not Yet Adopted
   
 18




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##### Table of Contents



RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
 Revenue
  Research and Development Expenses
      Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Clinical programs:Direct costs
    
    $
    2.6
    
    
    $
    8.4
    
    
    $
    5.5
    
    
    $
    20.6Indirect costs
    
    
    9.6
    
    
    
    7.3
    
    
    
    19.3
    
    
    
    19.3Total clinical programs
    
    
    12.2
    
    
    
    15.7
    
    
    
    24.8
    
    
    
    39.9Discovery research
    
    
    1.0
    
    
    
    0.7
    
    
    
    1.9
    
    
    
    1.4Total research and development expense
    
    $
    13.2
    
    
    $
    16.4
    
    
    $
    26.7
    
    
    $
    41.3
  19




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
 
 
 
 General and Administrative Expenses
  Interest Income
  Interest Expense
  Warrant Liability
  20




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 Cash Uses and Proceeds
     
    
    the development of marketing, manufacturing, information technology and other
infrastructure and activities related to the commercialization of Provenge,
    
    working capital needs,
    
    supporting additional clinical trials of Provenge and for our other products under
development,
    
    operating and expanding the Facility,
    
    increased personnel needs, and
    
    continuing our internal research and development programs.
  Leases and Credit Facility
   21




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##### Table of Contents



Production and Supply Expenses
  Financings from the Sale of Securities and Issuance of Convertible Notes
 Equity Offering Proceeds
     Convertible Notes
 22




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Equity Line Arrangement
  
 ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
  23




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ITEM 4. CONTROLS AND PROCEDURES
     
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 McGuire v. Dendreon Corporation, et al. McGuire, et al. v. Dendreon Corporation, et al.,
 24




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Loh v.
Gold, et al. McGuire v. Dendreon Corporation.
   
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  1.
    
    To elect two 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
    
    WithheldRichard B. Brewer
    
    
    70,397,416
    
    
    
    2,656,100Mitchell H. Gold, M.D.
    
    
    70,139,912
    
    
    
    2,913,604
 Susan B. Bayh, M. Blake Ingle, Ph.D., and David L. Urdal, Ph.D. will continue as Directors until
the 2009 Annual Meeting of Stockholders. Gerardo Canet, Bogdan Dziurzynski, D.P.A. and Douglas G.
Watson will continue as Directors until the 2010 Annual Meeting.
 2.
    
    To ratify the selection of Ernst & Young LLP as the Companys independent registered public
accounting firm for the current fiscal year.
 VotesFor
    
    
    71,842,518Against
    
    
    788,918Abstain
    
    
    422,080
  25




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##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C § 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 26




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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 Officer By:
    /s/ GREGORY T. SCHIFFMANGregory T. SchiffmanSenior Vice President,Chief Financial Officer and Treasurer(Principal Financial Officer) By:
    /s/ GREGORY R. COXGregory R. Cox(Principal Accounting Officer) 27




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C § 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 28