##### 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 MARCH 31, 2010
 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 AVENUESEATTLE, WASHINGTON
    
    98121(Address of registrants principal executive offices)
    
    (Zip Code)
 (206) 256-4545
(Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



DENDREON CORPORATION
 INDEX
 PAGE NO.PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009
    
    
    3Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009 (unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited)
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24PART II. OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    27EXHIBIT INDEX
    
    
    28EX-10.1EX-10.2EX-10.3EX-10.4EX-31.1EX-31.2EX-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)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    274,562
    
    
    $
    409,829Short-term investments
    
    
    234,755
    
    
    
    167,116Prepaid antigen costs
    
    
    20,321
    
    
    
    18,975Prepaid expenses and other current assets
    
    
    11,019
    
    
    
    8,566Total current assets
    
    
    540,657
    
    
    
    604,486Property and equipment, net
    
    
    141,284
    
    
    
    98,964Long-term investments
    
    
    18,498
    
    
    
    29,441Debt issuance costs and other assets
    
    
    2,469
    
    
    
    2,524Total assets
    
    $
    702,908
    
    
    $
    735,415LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    10,215
    
    
    $
    2,257Accrued liabilities
    
    
    24,489
    
    
    
    19,557Accrued compensation
    
    
    6,145
    
    
    
    6,855Warrant liability
    
    
    201,036
    
    
    
    132,953Current portion of capital lease obligations
    
    
    1,003
    
    
    
    722Current portion of facility lease obligations
    
    
    679
    
    
    
    592Total current liabilities
    
    
    243,567
    
    
    
    162,936Long-term accrued liabilities
    
    
    1,733
    
    
    
    1,554Capital lease obligations, less current portion
    
    
    345
    
    
    
    706Facility lease obligations, less current portion
    
    
    20,262
    
    
    
    14,120Convertible senior subordinated notes
    
    
    52,535
    
    
    
    52,535Commitments and contingencies (Note 9)Stockholders equity:Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued or outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; 250,000,000 shares authorized, 131,543,303 and 131,125,690
shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively
    
    
    131
    
    
    
    131Additional paid-in capital
    
    
    1,293,499
    
    
    
    1,286,891Accumulated other comprehensive income (loss)
    
    
    20
    
    
    
    (4
    )Accumulated deficit
    
    
    (909,184
    )
    
    
    (783,454
    )Total stockholders equity
    
    $
    384,466
    
    
    $
    503,564Total liabilities and stockholders equity
    
    $
    702,908
    
    
    $
    735,415
  3




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##### Table of Contents



DENDREON CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Revenue
    
    $
    21
    
    
    $
    30Operating expenses:Research and development
    
    
    29,414
    
    
    
    11,797General and administrative
    
    
    28,218
    
    
    
    5,217Total operating expenses
    
    
    57,632
    
    
    
    17,014Loss from operations
    
    
    (57,611
    )
    
    
    (16,984
    )Other income (expense):Interest income
    
    
    278
    
    
    
    333Interest expense
    
    
    (314
    )
    
    
    (1,112
    )(Loss) gain from valuation of warrant liability
    
    
    (68,083
    )
    
    
    2,379Net loss
    
    $
    (125,730
    )
    
    $
    (15,384
    )Basic and diluted net loss per share
    
    $
    (0.96
    )
    
    $
    (0.16
    )Shares used in computation of basic and diluted net loss per share
    
    
    131,456
    
    
    
    95,767
  4




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##### Table of Contents



DENDREON CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Operating Activities:Net loss
    
    $
    (125,730
    )
    
    $
    (15,384
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization expense
    
    
    2,465
    
    
    
    1,120Non-cash stock-based compensation expense
    
    
    7,070
    
    
    
    1,822Loss (gain) on valuation of warrant liability
    
    
    68,083
    
    
    
    (2,379
    )Amortization of securities discount and premium
    
    
    355
    
    
    
    (4
    )Changes in operating assets and liabilities:Prepaid antigen costs
    
    
    (1,346
    )
    
    
    Prepaid expenses and other assets
    
    
    (2,398
    )
    
    
    163Accounts payable
    
    
    7,958
    
    
    
    359Accrued liabilities and compensation
    
    
    4,222
    
    
    
    (598
    )Other long-term liabilities
    
    
    (20
    )
    
    
    (8
    )Net cash used in operating activities
    
    
    (39,341
    )
    
    
    (14,909
    )Investing Activities:Maturities and sales of investments
    
    
    71,044
    
    
    
    17,482Purchases of investments
    
    
    (128,071
    )
    
    
    Purchases of property and equipment
    
    
    (37,923
    )
    
    
    (2,360
    )Net cash (used in) provided by investing activities
    
    
    (94,950
    )
    
    
    15,122Financing Activities:Proceeds from release of security deposit associated with debt
    
    
    
    
    
    
    853Payments on capital lease obligations
    
    
    (369
    )
    
    
    Payments on long-term debt
    
    
    
    
    
    
    (820
    )Payments on facility lease obligations
    
    
    (145
    )
    
    
    (52
    )Net payments from exercise of stock options and other
    
    
    (462
    )
    
    
    (18
    )Net cash used in financing activities
    
    
    (976
    )
    
    
    (37
    )Net increase (decrease) in cash and cash equivalents
    
    
    (135,267
    )
    
    
    176Cash and cash equivalents at beginning of year
    
    
    409,829
    
    
    
    59,523Cash and cash equivalents at end of period
    
    $
    274,562
    
    
    $
    59,699Supplemental Disclosure of Cash Flow Information:Cash paid during the period for interest
    
    $
    230
    
    
    $
    204Assets acquired under facility and capital leases
    
    $
    6,663
    
    
    $
    Increase in asset retirement obligation
    
    $
    199
    
    
    $
    6
  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
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Prepaid Antigen Costs
  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
    
    For the Three Months endedMarch  31,
    
    March  31,2010
    
    2009
    
    2010
    
    2009Weighted average estimated fair value
    
    $
    17.83
    
    
    
    (A
    )
    
    $
    16.47
    
    
    $
    3.37Weighted Average AssumptionsDividend yield (B)
    
    
    0.0
    %
    
    
    (A
    )
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility (C)
    
    
    79.4
    %
    
    
    (A
    )
    
    
    141.0
    %
    
    
    157.5
    %Risk-free interest rate (D)
    
    
    2.08
    %
    
    
    (A
    )
    
    
    0.45
    %
    
    
    0.63
    %Expected term (E)
    
    4.4 years
    
    
    
    (A
    )
    
    1.0 years
    
    
    1.3 years
 
 (A)
    
    During the three months ended March 31, 2009 we did not grant stock options; therefore the
above-described assumptions and the weighted average estimated fair value were 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 weighted average of the historical
volatilities of our stock and the volatilities of certain peer companies.(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 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. The expected term of
awards under the employee stock purchase plan represents the weighted average purchase periods
of each offering. 8




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##### Table of Contents



Shares
    
    Weighted-Average
    
    Weighted-AverageSubject to
    
    Exercise Price per
    
    Remaining
    
    Aggregate IntrinsicOptions
    
    Share
    
    Contractual Life
    
    ValueOutstanding, January 1, 2010
    
    
    3,274,615
    
    
    $
    11.73Granted
    
    
    238,170
    
    
    
    29.32Exercised
    
    
    (98,156
    )
    
    
    6.82Forfeited
    
    
    (5,693
    )
    
    
    16.29Outstanding, March 31, 2010
    
    
    3,408,936
    
    
    $
    13.09
    
    
    
    6.89
    
    
    $
    79,692,752Exercisable, March 31, 2010
    
    
    1,927,997
    
    
    $
    7.67
    
    
    
    5.30
    
    
    $
    55,533,778
  Restricted Stock Awards
   2010
    
    
    2009Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageGrant
    
    
    
    
    
    
    GrantStock
    
    
    Date
    
    
    Stock
    
    
    DateAwards
    
    
    Fair Value
    
    
    Awards
    
    
    Fair ValueOutstanding at beginning of period
    
    
    2,360,138
    
    
    $
    7.71
    
    
    
    1,462,936
    
    
    $
    6.13Granted
    
    
    725,079
    
    
    
    29.39
    
    
    
    1,236,957
    
    
    
    4.55Vested
    
    
    (361,742
    )
    
    
    6.45
    
    
    
    (230,717
    )
    
    
    5.54Forfeited or expired
    
    
    (25,131
    )
    
    
    10.98
    
    
    
    (84,658
    )
    
    
    5.69Outstanding at end of period
    
    
    2,698,344
    
    
    $
    13.67
    
    
    
    2,384,518
    
    
    $
    5.39
  Fair Value
  9




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##### Table of Contents



Warrant Liability
   3. RECENT ACCOUNTING PRONOUNCEMENTS
   4. FAIR VALUE MEASUREMENTS
     10




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##### Table of Contents



Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    Unobservable
    
    
    Estimated FairBalance as of
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    Value as ofDescription
    
    March 31, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    December 31, 2009Assets:Money market
    
    $
    233,547
    
    
    $
    233,547
    
    
    $
    
    
    
    $
    
    
    
    $
    378,663Commercial paper
    
    
    33,896
    
    
    
    
    
    
    
    33,896
    
    
    
    
    
    
    
    32,543Corporate debt securities
    
    
    89,208
    
    
    
    
    
    
    
    89,208
    
    
    
    
    
    
    
    92,273Government-sponsored
enterprises
    
    
    88,760
    
    
    
    
    
    
    
    88,760
    
    
    
    
    
    
    
    33,022U.S. Treasury Note
    
    
    68,941
    
    
    
    
    
    
    
    68,941
    
    
    
    
    
    
    
    64,918Total financial assets
    
    $
    514,352
    
    
    $
    233,547
    
    
    $
    280,805
    
    
    $
    
    
    
    $
    601,419Liabilities:Warrants
    
    $
    201,036
    
    
    $
    
    
    
    $
    
    
    
    $
    201,036
    
    
    $
    132,953Total financial liabilities
    
    $
    201,036
    
    
    $
    
    
    
    $
    
    
    
    $
    201,036
    
    
    $
    132,953
   Three Months
    
    
    Three Months
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDescription
    
    March 31, 2010
    
    
    March 31, 2009
    
    
    December 31, 2009Beginning balance
    
    $
    132,953
    
    
    $
    14,190
    
    
    $
    14,190Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Total loss (gain) included in net loss (1)
    
    
    68,083
    
    
    
    (2,379
    )
    
    
    118,763Ending balance
    
    $
    201,036
    
    
    $
    11,811
    
    
    $
    132,953
 
 (1)
    
    The loss for the three months ended March 31, 2010 relates to the revaluation of the warrant
liability from December 31, 2009 through March 31, 2010. The loss is reflected in our
consolidated statements of operations as a component of other expense.   11




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##### Table of Contents



5. INVESTMENTS
  Cost or
    
    
    FairAmortized
    
    
    MarketCost
    
    
    Value(In thousands)March 31, 2010Due in one year or less
    
    $
    234,743
    
    
    $
    234,755Due after one year through two years
    
    
    18,490
    
    
    
    18,498$
    253,233
    
    
    $
    253,253December 31, 2009Due in one year or less
    
    $
    167,131
    
    
    $
    167,116Due after one year through two years
    
    
    29,430
    
    
    
    29,441$
    196,561
    
    
    $
    196,557
   Cost or
    
    
    Gross
    
    
    Gross
    
    
    FairAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    Value(In thousands)March 31, 2010Demand deposit
    
    $
    6,344
    
    
    $
    
    
    
    $
    
    
    
    $
    6,344Corporate debt securities
    
    
    89,209
    
    
    
    29
    
    
    
    (30
    )
    
    
    89,208Government-sponsored enterprises
    
    
    88,770
    
    
    
    17
    
    
    
    (27
    )
    
    
    88,760U.S. Treasury Note
    
    
    68,910
    
    
    
    31
    
    
    
    
    
    
    
    68,941$
    253,233
    
    
    $
    77
    
    
    $
    (57
    )
    
    $
    253,253December 31, 2009Demand deposit
    
    $
    6,344
    
    
    $
    
    
    
    $
    
    
    
    $
    6,344Corporate debt securities
    
    
    92,263
    
    
    
    19
    
    
    
    (9
    )
    
    
    92,273Government-sponsored enterprises
    
    
    33,015
    
    
    
    15
    
    
    
    (8
    )
    
    
    33,022U.S. Treasury Note
    
    
    64,939
    
    
    
    7
    
    
    
    (28
    )
    
    
    64,918$
    196,561
    
    
    $
    41
    
    
    $
    (45
    )
    
    $
    196,557
  12




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##### Table of Contents



6. PROPERTY AND EQUIPMENT
  March 31,
    
    
    December 31,(in thousands)
    
    2010
    
    
    2009Furniture and office equipment
    
    $
    3,257
    
    
    $
    1,473Laboratory and manufacturing equipment
    
    
    12,487
    
    
    
    12,313Computer equipment and software
    
    
    25,019
    
    
    
    22,485Leasehold improvements
    
    
    28,324
    
    
    
    16,157Buildings
    
    
    4,523
    
    
    
    1,730Construction in progress
    
    
    101,401
    
    
    
    76,235175,011
    
    
    
    130,393Less accumulated depreciation and amortization
    
    
    (33,727
    )
    
    
    (31,429
    )$
    141,284
    
    
    $
    98,964
    13




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##### Table of Contents



7. ACCRUED LIABILITIES
  March 31,
    
    
    December 31,(in thousands)
    
    2010
    
    
    2009Clinical trial costs
    
    $
    1,778
    
    
    $
    1,243Deferred rent
    
    
    1,292
    
    
    
    1,334Accrued property and equipment
    
    
    12,727
    
    
    
    9,443Accrued legal costs
    
    
    167
    
    
    
    318Other accrued liabilities
    
    
    8,525
    
    
    
    7,219$
    24,489
    
    
    $
    19,557
 8. CONVERTIBLE SENIOR SUBORDINATED NOTES
     9. COMMITMENTS AND CONTINGENCIES
  14




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##### Table of Contents



McGuire v. Dendreon Corporation, et al. McGuire, et al. v. Dendreon Corporation, et al
 Mountanos v. Dendreon Corporation, et al. Mountanos McGuire Mountanos McGuire v.
Dendreon Corporation
 Loh v.
Gold, et al.
 15




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##### Table of Contents



Loh v. Gold
  10. EQUITY
 Equity Line of Credit
  11. COMPREHENSIVE LOSS
  Three months endedMarch 31,(in thousands)
    
    2010
    
    
    2009Net loss
    
    $
    (125,730
    )
    
    $
    (15,384
    )Net unrealized gain (loss) on securities
    
    
    24
    
    
    
    (46
    )Comprehensive loss
    
    $
    (125,706
    )
    
    $
    (15,430
    )
 12. SUBSEQUENT EVENTS
 Licensure of Provenge by the FDA
  Diosynth
  16




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    OVERVIEW
 ®
   17




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Prepaid Antigen Costs
  Fair Value
   Warrant Liability
  18




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##### Table of Contents



Recent Accounting Pronouncements
   RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
 Revenue
  Research and Development Expenses
   Three months endedMarch 31,2010
    
    
    2009Clinical programs:Direct costs
    
    $
    2.6
    
    
    $
    1.4Indirect costs
    
    
    25.1
    
    
    
    10.0Total clinical programs
    
    
    27.7
    
    
    
    11.4Discovery research
    
    
    1.7
    
    
    
    0.4Total research and development expense
    
    $
    29.4
    
    
    $
    11.8
  19




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##### Table of Contents



General and Administrative Expenses
  Interest Income
  Interest Expense
  Warrant Liability
  LIQUIDITY AND CAPITAL RESOURCES
 Cash Uses and Proceeds
     20




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##### Table of Contents




    
    the development of marketing, manufacturing, information technology and other
infrastructure and activities related to the commercialization of Provenge,
    
    working capital needs,
    
    increased personnel needs,
    
    continuing and expanding our internal research and development programs, and
    
    potentially engaging in clinical trials outside of the U.S., commercial infrastructure
development and other investment in order to support the commercialization of Provenge in
territories outside the United States.
 Office Leases
    Manufacturing Facilities Leases
  
    
    leases for two new manufacturing facilities in Atlanta, Georgia and Orange County,
California that will total approximately 340,000 square feet of manufacturing space; and
    
    a construction agreement for the completion of Phases II and III of our New Jersey
Facility; and
    
    construction agreements for the build-out of our Atlanta, Georgia and Orange County,
California facilities.
  21




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##### Table of Contents



Production and Supply Expenses
  22




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##### Table of Contents



Financings from the Sale of Securities and Issuance of Convertible Notes
 Equity Offering Proceeds
     Convertible Notes
   23




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES
     
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  24




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##### Table of Contents



McGuire v. Dendreon
Corporation, et al. McGuire, et al. v. Dendreon Corporation, et al
 Mountanos v. Dendreon Corporation, et al. Mountanos McGuire Mountanos McGuire v.
Dendreon Corporation
 Loh v.
Gold, et al.
 Loh v. Gold
  25




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##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description10.1
    
    Dendreon Corporation, 2009 Equity Incentive Plan, form of Stock Option Agreement (Nonstatutory Stock Options)10.2
    
    Dendreon Corporation, 2009 Equity Incentive Plan, form of Incentive Stock Option Agreement10.3
    
    Dendreon Corporation, 2009 Equity Incentive Plan, form of Restricted Stock Agreement10.4
    
    Dendreon Corporation, form of Executive Employment Agreement31.1
    
    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.
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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. SCHIFFMANGregory T. SchiffmanSenior Vice President,Chief Financial Officer and Treasurer(Principal Financial Officer)By:
    
    /s/ GREGORY R. COXGregory R. Cox(Principal Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    Dendreon Corporation, 2009 Equity Incentive Plan, form of Stock Option Agreement (Nonstatutory Stock Options)10.2
    
    Dendreon Corporation, 2009 Equity Incentive Plan, form of Incentive Stock Option Agreement10.3
    
    Dendreon Corporation, 2009 Equity Incentive Plan, form of Restricted Stock Agreement10.4
    
    Dendreon Corporation, form of Executive Employment Agreement31.1
    
    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