##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from
 Commission File Number: 000-50425
 Genitope Corporation
 Delaware
    
    77-0436313(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)6900 Dumbarton CircleFremont, CA
    
    94555(Address of principal executive offices)
    
    (Zip Code)
 (510) 284-3000
 Securities registered pursuant to section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value per share
    
    The NASDAQ Stock Market, LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 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




---



##### 



GENITOPE CORPORATION
 FORM 10-K/A
 TABLE OF CONTENTS
 PagePART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    5Item 11.
    
    Executive Compensation
    
    
    9Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    27Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    31Item 14.
    
    Principal Accountant Fees and Services
    
    
    32SIGNATURES
    
    
    33EXHIBIT 31.1EXHIBIT 31.2
  2




---



##### Table of Contents



EXPLANATORY NOTE
   3




---



##### Table of Contents



FORWARD-LOOKING STATEMENTS
  4




---



##### Table of Contents



PART III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
 Directors
  Name
    
    Age
    
    PositionDan W. Denney, Jr.,
Ph.D.
    
    
    54
    
    
    President, Chief Executive Officer,
Interim Chief Financial Officer and DirectorGordon D. Denney
    
    
    51
    
    
    DirectorGregory Ennis
    
    
    42
    
    
    DirectorWilliam A. Hasler
    
    
    66
    
    
    DirectorKent McGaughy, Jr.
    
    
    36
    
    
    Director
   Dan W. Denney, Jr., Ph.D.
  Gordon D. Denney
  5




---



##### Table of Contents



Gregory Ennis
  William A. Hasler
  R. Kent McGaughy, Jr.
  Executive Officers
  Section 16(a) Beneficial Ownership Reporting Compliance
   6




---



##### Table of Contents



Code of Business Conduct and Ethics
  Audit Committee and Audit Committee Financial Expert
  
    
    evaluates the performance and assesses the qualifications of the independent registered
public accounting firm;
    
    determines and approves the engagement of the independent registered public accounting
firm to perform audits;
    
    determines whether to retain or terminate the existing independent auditors or to
appoint and engage new independent auditors;
    
    reviews and approves the retention of the independent auditors to perform any proposed
permissible non-audit services;
    
    evaluates employment by the Company of individuals formerly employed by the independent
registered public accounting firm and engaged on the Companys account and any conflicts
or disagreements between the independent registered public accounting firm and management
regarding financial reporting, accounting practices or policies;
    
    monitors the rotation of partners of the independent auditors on the Companys audit
engagement team as required by law;
    
    reviews and approves or rejects all related-person transactions with officers and
directors;
    
    discusses with management and the independent registered public accounting firm the
results of the annual audit;
    
    confers with management and the independent auditors regarding the scope, adequacy and
effectiveness of internal control over financial reporting;
 7




---



##### Table of Contents




    
    establishes procedures, as required under applicable law, for the receipt, retention
and treatment of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and the confidential and anonymous submission by
employees of concerns regarding questionable accounting or auditing matters;
    
    reviews the financial statements proposed to be included in the Companys Annual Report
on Form 10-K; and
    
    discusses with management and the independent registered public accounting firm the
results of that firms review of the Companys quarterly financial statements.
    8




---



##### Table of Contents



Item 11. EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
     Compensation Program Philosophy and Goals
  
    
    Provide competitive compensation opportunities to attract and retain top performers;
 9




---



##### Table of Contents




    
    Inspire employees to achieve superior performance and deliver results above our plan
and our peers;
    
    Create a direct, meaningful link between our business plan, our performance versus our
peers and individual performance and rewards; and
    
    Continue to align the interest of all employees and stockholders through the use of
long-term equity incentives while effectively managing stockholder dilution.
   
    
    Base Salary.Base salary for each of our NEOs was based principally on an evaluation
of individual job performance during the prior year, as well as an evaluation of the
compensation levels of similarly situated executive officers at our peer companies and in
our industry generally.
    
    Cash Bonus.Our performance-based cash bonuses were intended to provide an important
incentive to our NEOs to attain our key operational and strategic goals. NEO cash bonus
targets for 2007 were determined in accordance with the criteria set forth in our
Management Incentive Bonus Plan, which took into account corporate goals approved by the
Board and, in most cases, the NEOs performance with respect to his or her individual
performance goals.
    
    Long-Term Incentive Compensation.Long-term incentive awards, consisting of stock
option grants, were designed to ensure that incentive compensation was linked to the
long-term performance of our common stock and to align our NEOs performance goals with
the interests of our stockholders. Stock options were granted to our NEOs both as a reward
for past individual and corporate performance and as an incentive for future performance.
 Role of the Compensation Committee of Board of Directors
   10




---



##### Table of Contents



Defining the Market  Benchmarking
    
    
    Reviewed our compensation philosophy and peer group;
    
    Presented Radfords executive compensation competitive assessment, including:
 
    
    Methodology and peer group;
    
    Competitive assessment of base salary, target total cash and long-term incentives;
and
    
    Target total direct compensation;
 11




---



##### Table of Contents




    
    Presented equity trends and addressed underwater option issues and alternatives; and
    
    Presented Radfords preliminary executive compensation recommendations.
   
    
    Predominately had market capitalizations between $100 million to $500 million and mid-
to late- stage development portfolios; and
    
    Were located primarily in western biotechnology centers.
  
   Components of Compensation
  Base Salary.
 12




---



##### Table of Contents



Management
Incentive Bonus Plan.
 th
  13




---



##### Table of Contents



Target BonusPercentageDan W. Denney, Jr.
    
    
    55
    %Michael Buckley
    
    
    30
    %Tom DeZao
    
    
    40
    %J. Claude Miller
    
    
    30
    %Mary Ellen Rybak
    
    
    35
    %John M. Vuko
    
    
    40
    %
  
    
    Achieve success in the final analysis of our Phase 3 clinical trial of MyVax;
    
    Completion of specified activities related to the preparation of a BLA for MyVax;
    
    Completion of specified operational activities;
    
    Management of cash through a combination of capital raising and management of cash
consumption consistent with our budget;
    
    Completion of specified commercial and strategic planning activities; and
    
    Completion of specified activities related to the development of our panel of
monoclonal antibodies.
   14




---



##### Table of Contents



Equity Awards.
  15




---



##### Table of Contents



16




---



##### Table of Contents



Perquisites.
 Change-of-Control Arrangements
  Accounting and Tax Considerations
  17




---



##### Table of Contents



18




---



##### Table of Contents



Summary Compensation Table
  Summary Compensation Table for Fiscal 2007
 Non-EquityStock
    
    
    Option
    
    
    Incentive Plan
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)Dr. Dan W. Denney, Jr.
    
    
    2007
    
    
    
    494,667
    
    
    
    
    
    
    
    
    
    
    
    1,018,704
    
    
    
    
    
    
    
    1,223
    
    
    
    1,514,594President and
    
    
    2006
    
    
    
    475,000
    
    
    
    
    
    
    
    
    
    
    
    1,382,148
    
    
    
    140,400
    
    
    
    1,214
    
    
    
    1,998,762Chief Executive
OfficerMr. John M. Vuko
    
    
    2007
    
    
    
    310,417
    
    
    
    
    
    
    
    
    
    
    
    416,381
    
    
    
    
    
    
    
    1,338
    
    
    
    728,136Vice President of
Finance and Chief
Financial
Officer(4)
    
    
    2006
    
    
    
    296,667
    
    
    
    
    
    
    
    
    
    
    
    417,187
    
    
    
    82,560
    
    
    
    1,309
    
    
    
    797,723Mr. Thomas DeZao
    
    
    2007
    
    
    
    269,167
    
    
    
    
    
    
    
    
    
    
    
    193,818
    
    
    
    
    
    
    
    602
    
    
    
    463,587Vice
President of Strategic Marketing
and Sales(5)
    
    
    2006
    
    
    
    257,333
    
    
    
    
    
    
    
    
    
    
    
    206,822
    
    
    
    74,672
    
    
    
    384
    
    
    
    539,211Mr. Claude Miller
    
    
    2007
    
    
    
    258,750
    
    
    
    
    
    
    
    
    
    
    
    233,383
    
    
    
    
    
    
    
    1,073
    
    
    
    493,206Vice President of
Regulatory Affairs
and Quality(5)
    
    
    2006
    
    
    
    248,333
    
    
    
    
    
    
    
    
    
    
    
    242,325
    
    
    
    51,600
    
    
    
    1,058
    
    
    
    543,316Dr. Mary Ellen Rybak
    
    
    2007
    
    
    
    299,585
    
    
    
    
    
    
    
    
    
    
    
    166,145
    
    
    
    
    
    
    
    1,313
    
    
    
    467,043Vice
President Medical
Affairs and Chief
Medical
Officer(5)(6)
 
 (1)
    
    Amounts reflect the dollar amount recognized for financial statement reporting purposes for the
relevant fiscal year, in accordance with SFAS 123R, and include amounts attributable to awards
granted in and prior to 2007. Assumptions used in the calculation of these amounts are
disclosed in the Notes to the Companys Financial Statements for the relevant fiscal year
included in the Original Filing and in the Companys prior Annual Reports on Form 10-K for the
relevant fiscal year. However, as required, amounts shown in the table exclude the impact of
estimated forfeitures related to service-based vesting conditions.
Please see the Grants of
Plan-Based Awards table below for more information regarding option awards granted in 2007.(2)
    
    Amounts shown for 2006 include amounts paid in 2007 with respect to bonuses earned in 2006.(3)
    
    Represents annual premiums paid under our group term life insurance policy.(4)
    
    Resigned as Vice President of Finance and Chief Financial Officer on April 1, 2008,
but remains an employee of the Company.(5)
    
    Resigned from position as an executive officer on March 31, 2008, but remains an
employee of the Company.(6)
    
    Commenced employment with the Company in May 2006. 
 19




---



##### Table of Contents



Grants of Plan-Based Awards
  Grants of Plan-Based Awards in Fiscal 2007
 Estimated Future PayoutsEstimated Future Payouts Under
    
    
    
    
    
    
    
    
    
    
    
    
    
    Under Equity IncentiveNon-Equity Incentive Plan Awards (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan AwardsAll Other
    
    All OtherStock
    
    Option
    
    
    
    
    
    GrantAwards:
    
    Awards:
    
    
    
    
    
    Date FairNumber of
    
    Number of
    
    Exercise or
    
    Value of
    
    ClosingShares of
    
    Securities
    
    Base Price
    
    Stock and
    
    MarketApproval
    

 

    

    
       
    Thres-
    
    
    
    
    
    Maxi-
    
    Thres-
    
    
    
    
    
    Maxi-
    
    Stock or
    
    Underlying
    
    of Option
    
    Option
    
    Price onDate of
    
    Grant
    
    Hold
    
    Target
    
    mum
    
    hold
    
    Target
    
    Mum
    
    Units
    
    Option
    
    Awards
    
    Awards
    
    ApprovalName
    
    Grant
    

Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)(2)
    
    ($/Sh)(3)
    
    ($) (4)
    
    Date(5)Dr. Denney
    
    
    4/6/07
    
    
    
    4/6/07
    
    
    
    136,950
    
    
    
    273,900
    
    
    
    410,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/6/07
    
    
    
    4/6/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    4.23
    
    
    
    544,760
    
    
    
    4.23Mr. Vuko
    
    
    4/6/07
    
    
    
    4/6/07
    
    
    
    62,500
    
    
    
    125,000
    
    
    
    187,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/1/07
    
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    3.59
    
    
    
    345,615
    
    
    
    3.81Mr. DeZao
    
    
    2/1/07
    
    
    
    4/6/07
    
    
    
    54,200
    
    
    
    108,400
    
    
    
    162,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/6/07
    
    
    
    4/6/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    4.23
    
    
    
    54,476
    
    
    
    4.232/1/07
    
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    3.59
    
    
    
    115,205
    
    
    
    3.81Mr. Miller
    
    
    4/6/07
    
    
    
    4/6/07
    
    
    
    39,075
    
    
    
    78,150
    
    
    
    117,225
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/6/07
    
    
    
    4/6/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    4.23
    
    
    
    13,619
    
    
    
    4.232/1/07
    
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    3.59
    
    
    
    172,808
    
    
    
    3.81Dr. Rybak
    
    
    4/6/07
    
    
    
    4/6/07
    
    
    
    53,550
    
    
    
    107,650
    
    
    
    160,650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/1/07
    
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    3.59
    
    
    
    115,205
    
    
    
    3.81
 
 (1)
    
    No cash bonuses were approved by the Compensation Committee for fiscal 2007 and therefore no
bonus amounts are shown in the Non-Equity Incentive Plan
Compensation column for fiscal 2007 of the Summary
Compensation Table above.(2)
    
    The terms of the option grants are consistent with those of options granted to other
employees under our 2007 Equity Incentive Plan. All of the options vest over a four-year
period, with 1/48th of the shares subject to the options vesting each month following the
grant date.(3)
    
    The exercise price of all stock options granted was equal to the fair market value of our
common stock for the date of grant. As permitted under generally accepted accounting
principles and consistent with the express terms of the Incentive Plan, the Compensation
Committee has historically determined fair market value under our stock option plans based
upon the closing market price as reported by NASDAQ for the trading day preceding the date of
grant as reported on NASDAQ.(4)
    
    Represents the full grant date fair value, pursuant to SFAS 123R. See Note 10 of Notes to
Financial Statements included in the Original Filing for a discussion of the assumptions made
in determining the grant date fair value and compensation expense of equity awards.(5)
    
    Represents the closing market price as reported on NASDAQ for the trading date preceding the
date of approval of the grant. Options granted on March 2, 2007 were approved by the Board and
Compensation
Committee on February 1, 2007. 20




---



##### Table of Contents



(3)
    
    The exercise price of all stock options granted was equal to the fair market value of our
common stock for the date of grant. As permitted under generally accepted accounting
principles and consistent with the express terms of the EIP, the Compensation
Committee has historically determined fair market value under our stock option plans based
upon the closing market price as reported by NASDAQ for the trading day preceding the date of
grant as reported on NASDAQ.(4)
    
    Represents the full grant date fair value, pursuant to SFAS 123R. See Note 10 of Notes to
Financial Statements included in the Original Filing for a discussion of the assumptions made
in determining the grant date fair value and compensation expense of equity awards.  Outstanding Equity Awards at Fiscal Year-End
  Outstanding Equity Awards At December 31, 2007
 Option Awards
    
    Stock Awards(1)EquityEquity
    
    Incentive PlanEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Number of
    
    Payout ValueNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Unearned
    
    of UnearnedSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    or Other
    
    or OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights ThatOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have Not(#)(2)
    
    (#)(2)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Dr. Denney
    
    
    29,167
    
    
    
    
    
    
    
    
    
    
    
    2.97
    
    
    
    8/22/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104,166
    
    
    
    20,834
    
    
    
    
    
    
    
    9.75
    
    
    
    8/23/14266,666
    
    
    
    133,334
    
    
    
    
    
    
    
    12.50
    
    
    
    4/01/1552,083
    
    
    
    72,917
    
    
    
    
    
    
    
    8.00
    
    
    
    4/27/1637,500
    
    
    
    62,500
    
    
    
    
    
    
    
    6.78
    
    
    
    6/16/1633,333
    
    
    
    166,667
    
    
    
    
    
    
    
    4.23
    
    
    
    4/06/17Mr. Vuko
    
    
    137,500
    (3)
    
    
    12,500
    (3)
    
    
    
    
    
    
    9.97
    
    
    
    4/19/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,666
    
    
    
    21,334
    
    
    
    
    
    
    
    12.50
    
    
    
    4/01/1531,250
    
    
    
    43,750
    
    
    
    
    
    
    
    8.00
    
    
    
    4/27/16
    
    
    
    150,000
    
    
    
    
    
    
    
    3.59
    
    
    
    3/02/17Mr. DeZao
    
    
    16,000
    (3)
    
    
    
    (3)
    
    
    
    
    
    
    1.20
    
    
    
    3/06/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,576
    
    
    
    
    
    
    
    
    
    
    
    1.80
    
    
    
    7/01/1322,067
    
    
    
    
    
    
    
    
    
    
    
    2.70
    
    
    
    8/22/1359,791
    
    
    
    10,209
    
    
    
    
    
    
    
    9.72
    
    
    
    7/21/1420,000
    
    
    
    10,000
    
    
    
    
    
    
    
    12.50
    
    
    
    4/01/1514,583
    
    
    
    20,417
    
    
    
    
    
    
    
    8.00
    
    
    
    4/27/16
    
    
    
    50,000
    
    
    
    
    
    
    
    3.59
    
    
    
    3/02/173,333
    
    
    
    16,667
    
    
    
    
    
    
    
    4.23
    
    
    
    4/06/17Mr. Miller
    
    
    33,541
    (3)
    
    
    1,459
    (3)
    
    
    
    
    
    
    12.25
    
    
    
    2/17/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,250
    
    
    
    8,750
    
    
    
    
    
    
    
    9.72
    
    
    
    7/21/1418,000
    
    
    
    9,000
    
    
    
    
    
    
    
    12.50
    
    
    
    4/01/1518,750
    
    
    
    26,250
    
    
    
    
    
    
    
    8.00
    
    
    
    4/27/16
    
    
    
    75,000
    
    
    
    
    
    
    
    3.59
    
    
    
    3/02/17833
    
    
    
    4,167
    
    
    
    
    
    
    
    4.23
    
    
    
    4/06/17Dr. Buckley
    
    
    56,250
    (3)
    
    
    18,750
    (3)
    
    
    
    
    
    
    15.87
    
    
    
    1/06/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    17,500
    
    
    
    
    
    
    
    8.00
    
    
    
    4/27/16
    
    
    
    50,000
    
    
    
    
    
    
    
    3.59
    
    
    
    3/02/172,500
    
    
    
    12,500
    
    
    
    
    
    
    
    4.23
    
    
    
    4/06/17Dr. Rybak
    
    
    42,500
    (3)
    
    
    77,500
    (3)
    
    
    
    
    
    
    7.27
    
    
    
    5/15/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    3.59
    
    
    
    3/02/17
 21




---



##### Table of Contents



(1)
    
    None of the NEOs had any outstanding stock awards at the end of fiscal 2007.(2)
    
    All of the options vest over a four-year period, with 1/48th of the shares subject to the
options vesting each month following the grant date, unless otherwise noted. All options
expire on the tenth anniversary of the grant date.(3)
    
    Options were granted at commencement of employment with the Company. These options vest over
a four-year period, with 25% vesting 12 months after date of employment and the remaining
vesting at a rate of 1/48th monthly thereafter. Option Exercises and Stock Vested
  Severance Protection and Employment Agreements
    22




---



##### Table of Contents



Name
    
    Potential Payment under PIPMr. John M. Vuko
    
    $64,473Mr. Thomas DeZao
    
    $69,150Mr. Claude Miller
    
    $57,719Dr. Mary Ellen Rybak
    
    $77,570
 DIRECTOR COMPENSATION
  Non-employee Director Compensation for Fiscal 2007
 Non-EquityFees Earned of Paid
    
    
    
    
    
    
    
    
    
    Incentive Planin Cash
    
    Stock Awards
    
    Option Awards
    
    Compensation
    
    All Other
    
    TotalName
    
    ($)(1)
    
    ($)
    
    ($)(2)(3)(4)
    
    ($)
    
    Compensation (4)
    
    ($)Gordon D. Denney
    
    
    25,000
    
    
    
    
    
    
    
    34,345
    
    
    
    
    
    
    
    
    
    
    
    59,345Gregory Ennis
    
    
    25,000
    
    
    
    
    
    
    
    34,345
    
    
    
    
    
    
    
    
    
    
    
    59,345Stanford C. Finney(5)
    
    
    25,000
    
    
    
    
    
    
    
    34,345
    
    
    
    
    
    
    
    
    
    
    
    59,345William Hasler
    
    
    25,000
    
    
    
    
    
    
    
    34,345
    
    
    
    
    
    
    
    
    
    
    
    59,345R. Kent McGaughy, Jr.
    
    
    13,859
    
    
    
    
    
    
    
    10,943
    
    
    
    
    
    
    
    
    
    
    
    24,802
 
 (1)
    
    Cash retainer paid for services as directors in 2007.(2)
    
    Amounts reflect the dollar amount recognized for financial statement reporting purposes for
the year ended December 31, 2007, in accordance with SFAS 123R, and include amounts
attributable to awards granted in and prior to 2007. Assumptions used in the calculation of
these amounts are disclosed in the Notes to the Companys Financial Statements for the relevant
fiscal year included in the Original Filing and in the Companys prior Annual Reports on Form
10-K for the relevant fiscal year. However, as required, amounts shown in the table exclude
the impact of estimated forfeitures related to service-based vesting conditions.(3)
    
    As of December 31, 2007, the aforementioned directors held options to purchase the following
number of shares of the Companys common stock: Mr. Denney, 75,000; Mr. Ennis, 88,000; Mr.
Finney, 77,000; Mr. Hasler, 87,000; and Mr. McGaughy, 25,000.(4)
    
    During 2007, each non-employee director received an option to purchase 10,000 shares with a
full grant date fair value as determined in accordance with SFAS 123R of $23,632.(5)
    
    Mr. Finney resigned from the Board in March 2008. 23




---



##### Table of Contents



Compensation Committee
   
    
    establishment of corporate and individual performance objectives relevant to the
compensation of the Companys executive officers and other senior management and
evaluation of performance in light of these stated objectives;
    
    review and recommendation to the Board for approval of the compensation and other terms
of employment or service, including severance and change-in-control arrangements, of the
Companys Chief Executive Officer, other executive officers and directors;
    
    review and approval of appropriate insurance coverage for our officers and directors;
and
    
    administration of the Companys equity compensation plans, pension and profit-sharing
plans, deferred compensation plans and other similar plan and programs.
  24




---



##### Table of Contents



Compensation Committee Processes and Procedures
       Compensation Committee Interlocks and Insider Participation
  25




---



##### Table of Contents



Compensation Committee Report 1
  
 
 1
    
    The material in this report is not soliciting
material, is not deemed filed with the SEC and is not to be incorporated by
reference into any filing of Genitope under the 1933 Act or the 1934 Act, other
than the Companys Annual Report on Form 10-K, as amended
by this Amendment No. 1, whether made before or after the
date hereof and irrespective of any general incorporation language in any such
filing. 26




---



##### Table of Contents



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 Beneficial Ownership Table
  Beneficial Ownership (1)Beneficial Owners
    
    Number of Shares
    
    Percent of TotalBeneficial Owners of more than Five PercentCPMG, Inc.(2)
    
    
    8,133,008
    
    
    
    18.9
    %Susquehanna Investment Group(3)
    
    
    2,575,246
    
    
    
    6.0
    %William R. Hambrecht(4)
    
    
    2,560,000
    
    
    
    6.0
    %John Arrillaga, Jr.(5)
    
    
    2,291,341
    
    
    
    5.3
    %BNP Paribas Arbitrage SA(6)
    
    
    2,250,000
    
    
    
    5.3
    %James Passin & Harry Sawikin(7)
    
    
    2,247,041
    
    
    
    5.2
    %Executive Officers and DirectorsDan W. Denney, Jr., Ph.D.(8)
    
    
    1,888,806
    
    
    
    4.3
    %John M. Vuko(9)
    
    
    253,163
    
    
    
    *Thomas DeZao(10)
    
    
    169,695
    
    
    
    *Claude Miller(11)
    
    
    144,767
    
    
    
    *Mary Ellen Rybak, M.D.(12)
    
    
    60,708
    
    
    
    *Gregory Ennis(13)
    
    
    773,090
    
    
    
    1.8
    %Gordon D. Denney(14)
    
    
    145,053
    
    
    
    *William A. Hasler(15)
    
    
    141,295
    
    
    
    *R. Kent McGaughy, Jr.(16)
    
    
    8,133,008
    
    
    
    18.9
    %All directors and executive officers as a group (10 persons)(17)
    
    
    11,795,007
    
    
    
    27.4
    %
 
 *
    
    Less than one percent.(1)
    
    This table is based upon information supplied by officers, directors and principal
stockholders and Schedules 13G and 13D, if any, filed with the Securities and Exchange
Commission (the SEC). Unless otherwise indicated in the footnotes to this table and
subject to community property laws where applicable, the Company believes that each of the
stockholders named in this table has sole voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based on 42,984,226
shares outstanding on March 31, 2008 adjusted as required by rules promulgated by the SEC.
Shares of common stock subject to options currently exercisable or exercisable within 60
days of March 31, 2008 are deemed outstanding for computing the percentage of beneficial
ownership of the person holding such options but are not deemed outstanding for computing
the percentage of beneficial ownership of any other person. Unless otherwise provided, the
address for each of the beneficial owners above is c/o Genitope Corporation, 6900 Dumbarton
Circle, Fremont, California 94555.(2)
    
    Based on information provided to the Company by CPMG, Inc.: (i) the address of CPMG, Inc.
is 2100 McKinney, Suite 1770, Dallas, Texas 75201; (ii) CPMG, Inc. may be deemed to
beneficially 27




---



##### Table of Contents



own shares owned and/or held by and/or for the account and/or benefit of other persons,
including persons for which CPMG, Inc. serves as an investment adviser and/or manager;
(iii) includes 7,638 shares that R. Kent McGaughy, Jr., has the right to acquire within 60
days of March 31, 2008 pursuant to a stock option to purchase 25,000 shares of the
Companys stock for an exercise price of $3.67 per share granted to Mr. McGaughy, the
President and a shareholder of CPMG, Inc., in June 2007 (the Option); (iv) Mr. McGaughy
has entered into an arrangement with CPMG, Inc., to assign any and all profits realized by
Mr. McGaughy from or in connection with the Option to CPMG, Inc.; (v) pursuant to this
arrangement, CPMG, Inc., may provide the amount of funds or other consideration used or to
be used in making stock purchases, if any, pursuant to the Option; (vi) Edward W. Rose III
is the sole director and a shareholder of CPMG, Inc.; (vii) Mr. Rose may be deemed to
beneficially own shares owned and/or held by and/or for the account and/or benefit of CPMG,
Inc.; and (viii) each of CPMG, Inc. and Mr. Rose disclaims beneficial ownership of the
shares, except to the extent of their pecuniary interest therein.(3)
    
    Based on the information contained in a Schedule 13G filed with the SEC on February 12,
2008, the address for Susquehanna Investment Group is 401 City Avenue, Suite 220, Bala
Cynwyd, Pennsylvania 19004.(4)
    
    Based on the information contained in a Schedule 13G filed with the SEC on February 15,
2008: (i) the address for Mr. Hambrecht is 2500 Steiner Street, San Francisco, California
94115; (ii) includes 1,100,000 shares held by W.R. Hambrecht + Co., LLC for which Mr.
Hambrecht has shared voting and dispositive power over these shares; and (iii) Mr. Hambrecht
has sole voting power and dispositive power with respect to 1,460,000 shares.(5)
    
    Based on the information contained in a Schedule 13G filed with the SEC on May 7, 2007:
(i) the address for Mr. Arrillaga is 2560 Mission College Boulevard, Suite 101, Santa Clara,
California 95054; (ii) Mr. Arrillaga is the manager of an investment adviser whose clients
have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of 2,010,996 shares of the shares; and (iii) Mr. Arrillaga has sole
voting power with respect to 161,231 shares and shared dispositive power with respect to
2,015,196 shares.(6)
    
    Based on the information contained in a Schedule 13G filed with the SEC on October 17,
2007, the address of BNP Paribas Arbitrage SA is 787 Seventh Ave., New York, New York 10019.(7)
    
    Based on the information contained in a Schedule 13G filed with the SEC on December 14,
2007: (i) the address for Messrs. Passin and Sawikin is 152 West 57th Street, 24th Floor,
New York, New York 10019; (ii) the shares are held by investment funds advised by two
investment advisory entities (FGS Advisors, LLC, and FG2 Advisors, LLC) of which Messrs.
Passin and Sawikin are the controlling principals; and (iii) Messrs. Passin and Sawikin
disclaim beneficial ownership of the shares.(8)
    
    Includes 621,873 shares that Dr. Denney has the right to acquire within 60 days of March
31, 2008 through the exercise of stock options.(9)
    
    Includes 238,395 shares that Mr. Vuko has the right to acquire within 60 days of March
31, 2008 through the exercise of stock options.(10)
    
    Includes 161,496 shares that Mr. DeZao has the right to acquire within 60 days of March
31, 2008 through the exercise of stock options.(11)
    
    Includes 138,103 shares that Mr. Miller has the right to acquire within 60 days of March
31, 2008 through the exercise of stock options.(12)
    
    Includes 55,000 shares that Dr. Rybak has the right to acquire within 60 days of March
31, 2008 through the exercise of stock options. 28




---



##### Table of Contents



(13)
    
    Includes 77,165 shares that Mr. Ennis has the right to acquire within 60 days of March
31, 2008 through the exercise of stock options. Also includes 109,015 shares held by
Peninsula Equity Partners, L.P., 516,649 shares held by Peninsula Equity Partners SBIC,
L.P., 2,895 shares held by Peninsula Sodalis Fund, L.P. and 24,300 shares held in Mr. Ennis
Peninsula Equity Partners 401(k) fund. Mr. Ennis is a managing member of the general
partner of Peninsula Equity Partners, L.P. and Peninsula Sodalis Fund L.P. and a managing
member of Peninsula Equity Partners SBIC, L.P. and a managing member of Peninsula Equity
Partners SBIC, LLC, the general partner of Peninsula Equity Partners SBIC, L.P. Includes
6,683 shares and 650 shares of common stock that Peninsula Equity Partners SBIC, L.P. and
Peninsula Equity Partners, L.P., respectively, have the right to acquire within 60 days of
March 31, 2008 through the exercise of outstanding warrants. Mr. Ennis disclaims beneficial
ownership of the shares held by these entities, except to the extent of his proportionate
pecuniary interest therein.(14)
    
    Includes 1,666 shares held by Mr. Denneys spouse, 5,832 shares held by Mr. Denney as
Custodian Under UGMA for Davis Jordan Denney, 5,832 shares held by Mr. Denney as Custodian
Under UGMA for Katherine Ann Denney and 64,165 shares that Mr. Denney has the right to
acquire within 60 days of March 31, 2008 through the exercise of stock options.(15)
    
    Includes 76,165 shares that Mr. Hasler has the right to acquire within 60 days of March
31, 2008 through the exercise of stock options.(16)
    
    Includes shares described in Note 2 above. Mr. McGaughy is the President and a
shareholder of CPMG, Inc. Mr. McGaughy disclaims beneficial ownership of the shares held by
these entities, except to the extent of his pecuniary interest therein.(17)
    
    Includes shares described in the notes above, as applicable. Total number of shares
includes 10,263,925 shares of common stock held by persons and entities affiliated with our
directors and executive officers, 7,333 shares issuable upon the exercise of outstanding
warrants and 1,523,749 shares that certain directors and executive officers have the right
to acquire within 60 days after March 31, 2008 pursuant to outstanding stock options. 29




---



##### Table of Contents



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
  Equity Compensation Plan Information(1)
 Number of SecuritiesNumber of
    
    
    
    
    
    Remaining AvailableSecurities to be
    
    
    
    
    
    for Issuance Underissued Upon
    
    Weighted-Average
    
    Equity CompensationExercise of
    
    Exercise Price of
    
    Plans (ExcludingOutstanding
    
    Outstanding
    
    SecuritiesOptions, Warrants
    
    Options,
    
    Reflected inand Rights
    
    Warrants and Rights
    
    Column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,904,857
    
    
    $
    9.13
    
    
    
    5,528,542Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,904,857
    
    
    $
    9.13
    
    
    
    5,528,542
 
 (1)
    
    On January 1st of each year, the number of authorized shares under (a) the 2007 Equity
Incentive Plan automatically increases by a number of shares equal to 5% of the outstanding
shares on December 31st of the preceding calendar year, (b) the 2003 Non-Employee Directors
Stock Option Plan automatically increases by a number of shares equal to the lesser of (i)
the number of shares of common stock subject to option during the preceding calendar year
and (ii) such other number as determined by the Board, (c) the 2003 Employee Stock Purchase
Plan automatically increases by a number of shares equal to the lesser of (i) 166,666
shares, (ii) 1.5% of the outstanding shares on December 31st of the preceding calendar year,
and (iii) such other number as determined by the Board. On January 1, 2008, the number of
shares of stock available for future issuance was automatically increased by 2,138,001 under
our 2007 Equity Incentive Plan, 65,000 under our 2003 Non-Employee Directors Stock Option
Plan and by 166,000 under our 2003 Employee Stock Purchase Plan pursuant to the terms of
those plans. 30




---



##### Table of Contents



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Related-Person Transactions Policy and Procedures
  Certain Related-Person Transactions
  Independence of the Board of Directors
   31




---



##### Table of Contents



Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  Fiscal Year EndedDecember 31,2007*
    
    2006(In thousands)Audit Fees(a)
    
    $
    625
    
    
    $
    502Audit Related Fees(b)
    
    
    87
    
    
    
    Tax Fees(c)
    
    
    
    
    
    
    All Other Fees(d)
    
    
    
    
    
    
    Total Fees
    
    $
    712
    
    
    $
    502
 
 *
    
    Does not include $107,000 and $93,000 in Audit Fees that were
billed for services in 2006 and 2007, respectively, provided
by PricewaterhouseCoopers LLP, the Companys former independent registered public accounting firm for professional services rendered for
work necessary to file S-8 and S-3 registration statements with the SEC.(a)
    
    Consists of fees billed for services associated with the annual audit, including the audit of internal
control over financial reporting, the reviews of the Companys Annual Report on Form 10-K, quarterly
reports on Form 10-Q, as well as services performed in conjunction with our filings of Registration
Statements on Form S-3 and S-8 and related prospectuses and prospectus supplements.(b)
    
    Includes fees billed for assurance and related services that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under Audit Fees for the fiscal year
ended December 31, 2007.(c)
    
    Includes fees billed for professional services for tax compliance, tax advice and tax planning.(d)
    
    Includes fees for products and services other than the services described above. Pre-Approval Policies and Procedures
   32




---



##### Table of Contents



SIGNATURES
  GENITOPE CORPORATIONBy:
    /s/ Dan W. Denney, Jr.Dan W. Denney, Jr.Chief Executive Officer  Signatures
    
    Title
    
    Date/s/ Dan W. Denney, Jr.

Dan W. Denney, Jr.
    
    Chief Executive Officer and
Director(Principal Executive Officer)
    
    April 29, 2008/s/ Dan W. Denney, Jr.

Dan W. Denney, Jr.
    
    Interim Chief Financial Officer (Principal
Financial  Officer)
    
    April 29, 2008/s/
Greg Overholzer

Greg Overholzer
    
    Controller  (Principal Accounting
Officer)
    
    April 29, 2008/s/
Gordon D. Denney

Gordon D. Denney
    
    Director
    
    April 29, 2008/s/
Gregory Ennis

Gregory Ennis
    
    Director
    
    April 29, 2008/s/
William A. Hasler

William A. Hasler
    
    Director
    
    April 29, 2008/s/ R. Kent McGaughy, Jr.

R. Kent McGaughy, Jr.
    
    Director
    
    April 29, 2008
 33




---



##### Table of Contents



EXHIBIT INDEX
 To Amendment No. 1 to Annual Report on Form 10-K
 ExhibitNumber
    
    Description of Document31.1
    
    Certification of Chief Executive Officer as required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.31.2
    
    Certification of Chief Financial Officer as required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.