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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  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                               to
 Commission file number: 000-50425
 Genitope Corporation
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    77-0436313(I.R.S. Employer
Identification No.)6900 Dumbarton Circle 
Fremont, CA 94555(Address of principal executive offices, zip code)
    
    (510) 284-3000(Registrants telephone number
including area code)
 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
   DOCUMENTS INCORPORATED BY REFERENCE




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GENITOPE CORPORATION
FORM 10-K
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    22Item 1B.
    
    Unresolved Staff Comments
    
    
    30Item 2.
    
    Properties
    
    
    31Item 3.
    
    Legal Proceedings
    
    
    31Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    31PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity
Securities
    
    
    32Item 6.
    
    Selected Financial Data
    
    
    33Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    34Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    44Item 8.
    
    Financial Statements and Supplementary Data
    
    
    45Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    73Item 9A.
    
    Controls and Procedures
    
    
    73Item 9B.
    
    Other Information
    
    
    75PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    76Item 11.
    
    Executive Compensation
    
    
    76Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    76Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    76Item 14.
    
    Principal Accountant Fees and Services
    
    
    76PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    77SIGNATURES
    
    
    78EXHIBIT 3.1EXHIBIT 23.1EXHIBIT 23.2EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
   ® ® ®
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PART I
 Forward-Looking Statements
 This annual report on Form 10-K , including the section entitled Managements Discussion and
Analysis of Financial Condition and Results of Operations, contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are subject to the safe harbor created by
those sections. These forward-looking statements include, but are not limited to, statements about:
 
    
    strategic alternatives with respect to our MyVax program or other aspects of our
business, including our monoclonal antibody program, and the timing, likelihood and outcome
thereof;
    
    the progress of our research, development and clinical programs;
    
    potential settlement with our landlord relating to obligations under our lease agreements
for our facilities in Fremont, California and the timing, likelihood and outcome thereof;
    
    the ability to develop, market, commercialize and achieve market acceptance for our
monoclonal antibody panel, or any other immunotherapies we may develop;
    
    our ability to preserve or realize any value from our MyVax program;
    
    our ability to continue operations and our estimates for
future performance and financial position of the
company;
    
    the breadth of potential applications for MyVax, potential benefits of our monoclonal
antibody panel and the timing of filing of a related investigational new drug application,
or IND; and
    
    our estimates regarding sufficiency of our capital resources, our
ability to operate as a going concern, our ability to raise
necessary additional financing to continue our operations and financial statements for future periods.
 These forward-looking statements are based on our current expectations, assumptions, estimates
and projections about our business and industry and involve known and unknown risks, uncertainties
and other factors that could cause our or our industrys actual results to differ materially from
any results, levels of activity, performance or achievements expressed in or contemplated or
implied by the forward-looking statements. Forward-looking statements are generally identified by
words such as believe, should, could, estimate, schedule, may, potential, future,
predict, continue, might, anticipates, plans, expects, will, intends and other
similar words and expressions. The risks discussed in Risk Factors, under Part I, Item 1A below,
and elsewhere in this Annual Report on Form 10-K , should be considered in evaluating our prospects
and future financial performance. We undertake no obligation to revise or update any
forward-looking statements, whether as a result of new information, future events or otherwise,
after the date of this report.
 
 ITEM 1. BUSINESS.
 BUSINESS
 Overview
  3




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,
  4




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Accounting for the Impairment or Disposal of Long-Lived Assets
 Corporate Information
  The Immune System and Cancer
      5




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Immunotherapy and Cancer
     
    
    inability of tumor antigens to elicit an effective immune response;
    
    difficulty in identifying suitable target tumor antigens;
    
    inability to manufacture tumor antigens in sufficiently pure form;
    
    inability to manufacture sufficient quantities of tumor antigens;
    
    failure to identify effective components to combine with tumor antigens to enhance an
immune response; and
    
    failure to employ immunization methods that elicit an effective immune response.
  Non-Hodgkins Lymphoma
 Background.
  6




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Current Treatments.
   Active Idiotype Immunotherapy
     7




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Blood
 Median Time
    
    Medianto Disease
    
    SurvivalPatients
    
    Progression
    
    TimeTotal
    
    
    41
    
    
    4.4 years
    
    Not ReachedImmune Response Positive
    
    
    20
    
    
    7.9 years*
    
    Not ReachedImmune Response Negative
    
    
    21
    
    
    1.3 years
    
    7.0 years*
 
 *
    
    Indicates a median calculated based on available data using
Kaplan-Meier analysis. Kaplan-Meier analysis is a statistical
calculation that allows for the estimation of a median time when not
all of the patients have reached the event being measured (e.g.,
survival or progression) at the time of analysis. Nature Medicine
  
    
    the need for a relatively large sample of fresh tumor cells, requiring a surgical biopsy;
    
    the need for rapid processing, as viable tumor cells are required;
    
    a 10% to 20% failure rate;
    
    inconsistent and variable manufacturing timelines which frequently fall outside the
desired clinical treatment timeline; and
    
    low productivity on a per technician basis.
 8




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MyVax Personalized Immunotherapy
   Efficacious and lasting treatment:
 Safety:
 Ease of administration:
 Ease of sample collection:
 Efficient manufacturing:
 Monoclonal Antibody Program
  9




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Our Strategy
  MyVax Clinical Development Program
  Clinical
    
    No. ofIndication
    
    Trial No.
    
    Phase
    
    Patients
    
    StatusFollicular B-cell NHL   Patients in first
remission following
chemotherapy; 7
immunizations over 24 weeks
    
    
    2000-03
    
    
    Phase 3
    
    
    287
    
    
    Treatment phase completed   Patients in first
remission following
chemotherapy; 5
immunizations over 24 weeks
    
    
    9901
    
    
    Phase 2
    
    
    21
    
    
    Treatment phase completed   Patients in first
remission following
chemotherapy, administered
with
    
    
    2000-07
    
    
    Phase 2
    
    
    11
    
    
    Treatment phase completed
 10




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Clinical
    
    No. ofIndication
    
    Trial No.
    
    Phase
    
    Patients
    
    Statusreduced amount of
adjuvant; 5 immunizations
over 24 weeks   Sole initial therapy;
5 immunizations over 24
weeks, with patients
demonstrating either a
clinical or an immune
response receiving 3
additional immunizations
over 8 weeks
    
    
    2000-04
    
    
    Phase 2
    
    
    16
    
    
    Treatment phase completed   Patients who relapsed
following chemotherapy and
were subsequently treated
with Rituxan; 8
immunizations over 14 weeks
    
    
    2002-09
    
    
    Phase 2
    
    
    57
    
    
    Treatment phase completed   Re-immunization of
patients who participated
in 2000-#04; 16
immunizations over 52 weeks
    
    
    2005-10
    
    
    Phase 2
    
    Up to 16
    
    Treatment phase was in process   Patients who relapsed
following chemotherapy and
were subsequently treated
with Rituxan; 24
immunizations over 92 weeks
    
    
    2007-12
    
    
    Phase 2
    
    Up to 100
    
    Treatment phase was in processDiffuse Large B-cell NHL
and Mantle Cell NHL   Patients in first
remission following
chemotherapy
    
    
    9902
    
    
    Phase 2
    
    
    27   Schedule A: 5
immunizations over 24 weeks
    
    
    9902-A
    
    
    Phase 2
    
    
    14
    
    
    Treatment phase completed   Schedule B: 8
immunizations over 18 weeks
    
    
    9902-B
    
    
    Phase 2
    
    
    13
    
    
    Treatment phase completedChronic Lymphocytic Leukemia   Sole initial therapy;
16 immunizations over 52
weeks
    
    
    2005-11
    
    
    Phase 2
    
    
    76
    
    
    Treatment phase almost complete
 
 *
    
    measured from the end of chemotherapy. Pivotal Phase 3 Follicular B-cell NHL Clinical Trial  the 2000-03 Trial
  11




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Supporting Phase 2 Follicular B-cell NHL Clinical Trial  the 9901 Trial
    12




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Additional Phase 2 Follicular B-cell NHL Clinical Trials  the 2000-07, 2000-04, 2002-09 and
2007-12 Trials
     Phase 2 Diffuse Large B-cell and Mantle Cell NHL Clinical Trial  the 9902 Trial
    Additional Clinical Programs
  13




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Manufacturing Process
    Molecular Biology
  Cell Culture
   Production
  Additional Hi-GET Technology Applications
  14




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Competition
      Intellectual Property
    15




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16




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Government Regulation
 Regulation of MyVax and Any Other Active Immunotherapies that We May Develop in the United States
and Canada
    Product Regulation
  17




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
    
    preclinical laboratory tests and preclinical studies in animals;
    
    the submission to the FDA of an IND for human clinical testing, which must become
effective before human clinical trials may commence;
    
    adequate and well-controlled human clinical trials to establish the safety and efficacy
of the product;
    
    the submission to the FDA of a BLA; and
    
    FDA review and approval of the BLA, including a pre-approval inspection of the
manufacturing facility and FDA inspection of clinical study sites by the FDA.
   
    
    the objectives of the study;
    
    the parameters to be used to monitor safety; and
    
    the efficacy criteria to be evaluated.
     18




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Other Regulations
  Employees
  19




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Research and Development
  20




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Executive Officers of the Registrant
  Name
    
    Age
    
    Position HeldDan W. Denney, Jr., Ph.D.
    
    
    54
    
    
    Chairman, Chief Executive Officer and DirectorJohn M. Vuko
    
    
    57
    
    
    Vice President of Finance and Chief Financial OfficerMichael J. Buckley, Ph.D.
    
    
    47
    
    
    Vice President, ManufacturingThomas DeZao
    
    
    50
    
    
    Vice President, Strategic Marketing and SalesClaude Miller
    
    
    57
    
    
    Vice President, Regulatory Affairs and QualityH. David Miller
    
    
    61
    
    
    Vice President, Information TechnologyMary Ellen Rybak, M.D.
    
    
    58
    
    
    Vice President, Medical Affairs and Chief Medical OfficerThomas Theriault, Ph.D.
    
    
    45
    
    
    Vice President, Research and DevelopmentLaura Randall Woodhead
    
    
    40
    
    
    Vice President, Legal Affairs and Secretary
 Dan W. Denney Jr., Ph.D.
 John M. Vuko
 Michael J. Buckley, Ph.D.
 Thomas DeZao
 Claude Miller
 H. David Miller
 21




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Mary Ellen Rybak, M.D.
 Thomas Theriault, Ph.D.
 Laura Randall Woodhead
 Available Information
  
 ITEM 1A. RISK FACTORS.
  Risks Related to Our Business
 In light of our suspension of development of our MyVax program, we are taking steps to preserve
the value of our assets, and we are unlikely to be able to raise sufficient funds to continue our
existing operations as currently structured.
  22




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We have been substantially dependent on the success of our one product
 candidate, MyVax, and we recently suspended the development of MyVax.
  We are unlikely to be able to raise sufficient funds to continue
our current operations, and there is substantial
doubt about our ability to continue as a going concern.
  23




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We may need to seek to protection under the provisions of the U.S.
Bankruptcy Code, and in that event, it is unlikely that
 stockholders would receive any value for their shares.
  If we are unable to reach an acceptable settlement with the landlord
of our leased facilities, or obtain financing to support continued
satisfaction of our lease obligations, we would likely default under
the lease agreements and would likely be forced to
seek protection under the federal bankruptcy laws.
  Raising additional funds by issuing securities or through
collaboration and licensing arrangements would cause dilution to
 existing stockholders or require us to relinquish rights to our technologies,
MyVax or our monoclonal antibody program.
  24




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Our efforts to discover, develop and commercialize our monoclonal antibody panel are at an early
stage of testing and are subject to a high risk of failure, and, depending on the strategic
alternative that we pursue, if any, stockholders of Genitope may ultimately have little or no
continuing interest in the monoclonal antibody program.
  We
have incurred significant operating losses since inception and, if
our
operations continue, we anticipate that we would continue
to incur substantial losses and negative cash flow from operations for the foreseeable future.
  As a result of our planned reductions in
force, we will be operating with a severe shortage of personnel and
may not be able to conduct even limited operations.
If we fail to retain key scientific personnel, we may be unable to successfully develop our
monoclonal antibody panel or any other product candidates.
   25




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If we are unable to maintain our Nasdaq Global Market listing, the liquidity of our common stock
would be seriously limited.
     26




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Because it is difficult and costly to protect our proprietary rights, we may not be able to ensure
their protection.
      
    
    we might not have been the first to make the inventions covered by each of our issued
patents and pending patent applications and issued patents;
    
    we might not have been the first to file patent applications for these inventions;
    
    others may independently develop similar or alternative technologies or duplicate any of
our technologies;
    
    it is possible that none of our pending patent applications will result in issued
patents;
    
    our issued patents may not provide a basis for viable active immunotherapies or other
product candidates, or may not provide us with any competitive advantages or may be
challenged by third parties;
    
    we may not develop additional proprietary technologies that are patentable; or
    
    the patents or other proprietary rights of others may have an adverse effect on our
business.
  If we are sued for infringing intellectual property rights of third parties, it will be
costly and time consuming, and an unfavorable outcome in that litigation would have a material
adverse effect on our business.
  27




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
    
    infringement and other intellectual property claims which, with or without merit, can be
expensive and time-consuming to litigate and can divert managements attention from our core
business;
    
    substantial damages for past infringement which we may have to pay if a court decides
that our product infringes on a third partys patent;
    
    a judicial prohibition against our selling or licensing our product unless the patent
holder licenses the patent to us, which it is not required to do;
    
    if a license is available from a patent holder, we may have to pay substantial royalties
or grant cross-licenses to our patents; and
    
    redesigning our process so it does not infringe which may not be possible or could
require substantial funds and time.
 If our competitors are better able to develop and market products that are more effective than the
immunotherapies that we may develop, our commercial opportunity will be reduced or eliminated.
  We are subject to extensive regulation, which can be costly and time consuming and could subject
us to unanticipated delays or prevent us from obtaining regulatory approvals for any product
candidates that we may develop.
  
    
    the FDA may not find that a particular product candidate is sufficiently safe or
effective;
    
    FDA officials may interpret data from preclinical testing and clinical trials differently
than we do; and
    
    the FDA may not find our manufacturing processes or facilities satisfactory.
  28




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We may incur significant costs complying with environmental laws and regulations.
  If we use biological and hazardous materials in a manner that causes injury or violates laws, we
may be liable for damages.
  Other Risks
 Our stock price has been and may continue to be very volatile, and your investment in our stock
could decline in value.
  
    
    announcements related to filings for bankruptcy or restructuring;
    
    announcements regarding our ability or inability to obtain necessary funding;
    
    announcements regarding our status as a company listed on Nasdaq;
    
    announcements regarding the nature of any strategic alternative that we pursue;
    
    announcements of technological innovations or new products by us or our competitors;
    
    the success of our research efforts and clinical trials;
    
    regulatory developments in the United States and foreign countries;
    
    any intellectual property infringement lawsuit involving us;
    
    announcements concerning our competitors, or the biotechnology or biopharmaceutical
industries in general;
    
    actual or anticipated fluctuations in our operating results;
    
    any issuances of additional equity or debt by us;
    
    changes in financial estimates or recommendations by securities analysts;
 29




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
    
    sales of large blocks of our common stock;
    
    sales of our common stock by our executive officers, directors and significant
stockholders;
    
    changes in accounting principles; and
    
    the loss of any of our key scientific or management personnel.
   Anti-takeover provisions in our charter documents and under Delaware law could make our
acquisition, which may be beneficial to our stockholders, more difficult and may prevent attempts
by our stockholders to replace or remove our current management.
  The ownership interests of our officers, directors and largest stockholders could conflict with
the interests of our other stockholders.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  30




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ITEM 2. PROPERTIES.
 ,
 
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  31




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES.
  Common Stock2007
    
    2006High
    
    Low
    
    High
    
    LowFourth Quarter
    
    $
    4.75
    
    
    $
    0.72
    
    
    $
    3.76
    
    
    $
    2.94Third Quarter
    
    
    4.48
    
    
    
    3.40
    
    
    
    6.81
    
    
    
    2.33Second Quarter
    
    
    4.62
    
    
    
    3.34
    
    
    
    8.87
    
    
    
    6.09First Quarter
    
    
    4.15
    
    
    
    3.14
    
    
    
    9.70
    
    
    
    8.06
 Holders
  Dividends
  32




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ITEM 6. SELECTED FINANCIAL DATA.
 The selected financial data set forth below are derived from our financial statements. The
statements of operations data for the years ended December 31, 2007, 2006 and 2005, and the balance
sheet data as of December 31, 2007 and 2006 are derived from our audited financial statements
included elsewhere in this Annual Report on Form 10-K . The statements of operations data for the
years ended December 31, 2004 and 2003, and the balance sheet data as of December 31, 2005, 2004
and 2003 are derived from our audited financial statements not included in this Annual Report Form
10-K. The historical results are not indicative of results to be expected for any future period.
The data presented below have been derived from financial statements that have been prepared in
accordance with accounting principles generally accepted in the United States and should be read
with our financial statements, including the accompanying notes to the financial statements, and
with Managements Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere in this Annual Report on Form 10-K .
 Year Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(In thousands, except per share data)Statements of Operations Data:Operating expenses:Research and development(1)
    
    $
    51,165
    
    
    $
    40,241
    
    
    $
    25,867
    
    
    $
    22,571
    
    
    $
    19,678Sales and marketing(1)
    
    
    2,377
    
    
    
    2,740
    
    
    
    2,704
    
    
    
    1,793
    
    
    
    1,591General and administrative(1)
    
    $
    8,792
    
    
    $
    8,627
    
    
    
    4,938
    
    
    
    3,356
    
    
    
    2,937Total operating expenses
    
    $
    62,334
    
    
    $
    51,608
    
    
    
    33,509
    
    
    
    27,720
    
    
    
    24,206Loss from operations
    
    
    (62,334
    )
    
    
    (51,608
    )
    
    
    (33,509
    )
    
    
    (27,720
    )
    
    
    (24,206
    )Loss on extinguishment of convertible notes
and cancellation of Series E convertible
preferred stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,509
    )Interest expense
    
    
    (5,158
    )
    
    
    (1,164
    )
    
    
    (26
    )
    
    
    (4
    )
    
    
    (2,845
    )Interest and other income, net
    
    $
    1,845
    
    
    $
    3,860
    
    
    
    3,111
    
    
    
    698
    
    
    
    97Net loss
    
    
    (65,647
    )
    
    
    (48,912
    )
    
    
    (30,424
    )
    
    
    (27,026
    )
    
    
    (30,463
    )Dividend related to issuance of convertible
preferred shares and the beneficial
conversion feature of preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,407
    )Net loss attributable to common stockholders
    
    $
    (65,647
    )
    
    $
    (48,912
    )
    
    $
    (30,424
    )
    
    $
    (27,026
    )
    
    $
    (48,870
    )Basic and diluted net loss per share
attributable to common stockholders
    
    $
    (1.63
    )
    
    $
    (1.39
    )
    
    $
    (1.08
    )
    
    $
    (1.31
    )
    
    $
    (11.86
    )Shares used in computing basic and diluted
net loss attributable to common
stockholders
    
    
    40,243
    
    
    
    35,081
    
    
    
    28,271
    
    
    
    20,683
    
    
    
    4,122
 
 (1)
    
    Includes non-cash stock-based compensation of the following: Year Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(In thousands)Research and development
    
    $
    1,710
    
    
    $
    2,072
    
    
    $
    76
    
    
    $
    627
    
    
    $
    1,046Sales and marketing
    
    
    224
    
    
    
    262
    
    
    
    57
    
    
    
    143
    
    
    
    176General and administrative
    
    
    2,768
    
    
    
    2,835
    
    
    
    151
    
    
    
    210
    
    
    
    679Total
    
    $
    4,702
    
    
    $
    5,169
    
    
    $
    284
    
    
    $
    980
    
    
    $
    1,901
 As of December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003(In thousands)Balance Sheet Data:Cash, cash equivalents and marketable securities
    
    $
    26,933
    
    
    $
    51,682
    
    
    $
    42,358
    
    
    $
    116,509
    
    
    $
    29,790Working capital
    
    
    20,718
    
    
    
    42,967
    
    
    
    31,932
    
    
    
    113,989
    
    
    
    26,590Restricted cash and marketable securities
    
    
    1,000
    
    
    
    9,579
    
    
    
    38,762
    
    
    
    
    
    
    
    Total assets
    
    
    120,608
    
    
    
    160,423
    
    
    
    115,395
    
    
    
    119,865
    
    
    
    32,352Current portion of credit line
    
    
    2,009
    
    
    
    1,662
    
    
    
    
    
    
    
    
    
    
    
    Non-current portion of credit line
    
    
    2,016
    
    
    
    3,609
    
    
    
    
    
    
    
    
    
    
    
    Non-current lease financing liability, including accrued interest
    
    
    44,360
    
    
    
    41,941
    
    
    
    15,787
    
    
    
    
    
    
    
    Deficit accumulated during development stage
    
    
    (259,772
    )
    
    
    (194,125
    )
    
    
    (145,213
    )
    
    
    (114,789
    )
    
    
    (87,763
    )Total stockholders equity
    
    
    66,115
    
    
    
    102,846
    
    
    
    86,948
    
    
    
    116,196
    
    
    
    28,742
 33




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##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion of the financial condition and results of operations should be read
in conjunction with our financial statements and notes to those statements included elsewhere in
this Form 10-K (including the disclosures under Item 1A. Risk Factors).
 Overview
        34




---



##### Table of Contents



,
   In light of our suspension of development of our MyVax program, we are taking steps to
preserve the value of our assets, and we are unlikely to be able to raise sufficient funds to
continue our existing operations as currently structured We have been substantially dependent on
the success of our one product candidate, MyVax, and recently suspended the development of MyVax We are unlikely to be able to raise sufficient funds to
continue our current operations and there is substantial doubt about
our ability to continue as a going concern If we are unable to reach an
acceptable settlement with the landlord of our leased facilities, or obtain financing to support
continued satisfaction of our lease obligations, we would likely
default under the lease agreements, We may need to
seek protection under the provisions of the U.S. Bankruptcy Code, and in that event, it is unlikely
that stockholders would receive any value for their shares Raising
additional funds by issuing securities or through collaboration and
licensing arrangements would
cause dilution to existing stockholders or require us to relinquish rights to our technologies,
MyVax or our monoclonal antibody program Our efforts to discover, develop and
commercialize our monoclonal antibody panel are at an early state of testing and are subject to a
high risk of failure, and, depending on the strategic alternative that we pursue, if any,
stockholders of Genitope may ultimately have little or no continuing interest in the monoclonal
antibody program We have incurred significant
operating losses since inception and, if our operations continue, we anticipate
that we would continue to incur substantial losses and negative cash flow from operations for the
foreseeable future As a result of our planned
reductions in force, we will be operating with a severe shortage of
personnel and may not be able to conduct even limited operations. If
we fail to retain key scientific personnel, we may be unable to
successfully develop our monoclonal antibody panel or any other
product candidates,
 35




---



##### Table of Contents



Critical Accounting Policies and Significant Estimates
   Clinical Trial Accruals.
  Stock-Based Compensation.
    Share Based Payments
   36




---



##### Table of Contents



Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an interpretation of
FASB Statement No. 109
  The Fair Value Option for Financial Assets
and Financial Liabilities
  37




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##### Table of Contents



Results of Operations
 Research and development expenses
 Year EndedDecember 31,
    
    
    Annual Percent Change2007
    
    
    2006
    
    
    2005
    
    
    2007/2006
    
    
    2006/2005(In millions, except percentages)Staffing related
    
    $
    19.0
    
    
    $
    18.1
    
    
    $
    12.7
    
    
    
    5
    %
    
    
    43
    %Clinical trial and manufacturing material costs
    
    
    11.2
    
    
    
    8.2
    
    
    
    6.5
    
    
    
    37
    %
    
    
    26
    %Amortization of deferred stock-based compensation
    
    
    1.7
    
    
    
    2.1
    
    
    
    0.1
    
    
    
    (19
    )%
    
    
    2000
    %Facilities and other costs
    
    
    19.3
    
    
    
    11.8
    
    
    
    6.6
    
    
    
    64
    %
    
    
    79
    %Total research and development expenses
    
    $
    51.2
    
    
    $
    40.2
    
    
    $
    25.9
    
    
    
    27
    %
    
    
    55
    %
     Sales and marketing expenses
 Year EndedDecember 31,
    
    
    Annual Percent Change2007
    
    
    2006
    
    
    2005
    
    
    2007/2006
    
    
    2006/2005(In millions, except percentages)Staffing related
    
    $
    0.8
    
    
    $
    1.1
    
    
    $
    1.1
    
    
    
    (27
    )%
    
    
    0
    %Product advocacy costs
    
    
    0.5
    
    
    
    0.6
    
    
    
    1.0
    
    
    
    (17
    )%
    
    
    (40
    )%
 38




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##### Table of Contents



Year EndedDecember 31,
    
    
    Annual Percent Change2007
    
    
    2006
    
    
    2005
    
    
    2007/2006
    
    
    2006/2005(In millions, except percentages)Amortization of deferred stock-based compensation
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.1
    
    
    
    (33
    )%
    
    
    200
    %Facilities and other costs
    
    
    0.9
    
    
    
    0.7
    
    
    
    0.5
    
    
    
    29
    %
    
    
    40
    %Total sales and marketing expenses
    
    $
    2.4
    
    
    $
    2.7
    
    
    $
    2.7
    
    
    
    (11
    )%
    
    
    0
    %
     General and administrative expenses
 Year EndedDecember 31,
    
    
    Annual Percent Change2007
    
    
    2006
    
    
    2005
    
    
    2007/2006
    
    
    2006/2005(In millions, except percentages)Staffing related
    
    $
    2.7
    
    
    $
    2.7
    
    
    $
    2.3
    
    
    
    0
    %
    
    
    17
    %Legal, professional fees and insurance
    
    
    2.4
    
    
    
    2.0
    
    
    
    1.5
    
    
    
    20
    %
    
    
    33
    %Amortization of deferred stock-based compensation
    
    
    2.8
    
    
    
    2.8
    
    
    
    0.2
    
    
    
    0
    %
    
    
    1300
    %Facilities and other costs
    
    
    0.9
    
    
    
    1.1
    
    
    
    0.9
    
    
    
    (18
    )%
    
    
    22
    %Total general and administrative expenses
    
    $
    8.8
    
    
    $
    8.6
    
    
    $
    4.9
    
    
    
    2
    %
    
    
    76
    %
     Interest Expense
 Year EndedDecember 31,
    
    Annual Percent Change2007
    
    2006
    
    2005
    
    2007/2006
    
    2006/2005(In thousands, except percentages)Interest expense
    
    $
    5,158
    
    
    $
    1,164
    
    
    $
    26
    
    
    
    343
    %
    
    
    4377
    %
  39




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##### Table of Contents



Interest and Other Income, Net
 Year Ended December 31,
    
    Annual Percent Change2007
    
    2006
    
    2005
    
    2007/2006
    
    2006/2005(In millions, except percentages)Interest and other income, net
    
    $
    1.8
    
    
    $
    3.9
    
    
    $
    3.1
    
    
    
    (54
    )%
    
    
    24
    %
  Liquidity and Capital Resources
 As of December 31,2007
    
    
    2006
    
    
    2005(In millions)Cash, cash equivalents and marketable
securities (inclusive of $1.0 million
and $9.6 million on December 31, 2007
and December 31, 2006 respectively,
which is restricted as to its use)
    
    $
    27.9
    
    
    $
    61.3
    
    
    $
    81.1
 Year Ended December 31,2007
    
    
    2006
    
    
    2005Cash flows:Net cash used in operating activities
    
    $
    (51.0
    )
    
    $
    (43.8
    )
    
    $
    (29.3
    )Net cash provided by (used in) investing activities
    
    $
    17.7
    
    
    $
    (20.9
    )
    
    $
    (31.0
    )Net cash provided by financing activities
    
    $
    26.2
    
    
    $
    82.5
    
    
    $
    0.9
     40




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41




---



##### Table of Contents



Payments Due by PeriodLess Than
    
    
    1 - 3
    
    
    4 - 5
    
    
    BeyondTotal
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsContractual obligations:Non-cancelable lease financing
obligations, including
interest, related to new
building lease agreements
    
    $
    102,046
    
    
    $
    6,585
    
    
    $
    13,770
    
    
    $
    14,608
    
    
    $
    67,083Credit line payment obligations
    
    
    4,025
    
    
    
    2,009
    
    
    
    2,016
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    106,071
    
    
    $
    8,594
    
    
    $
    15,786
    
    
    $
    14,608
    
    
    $
    67,083
    The
Effect of Lessee Involvement in Asset Construction
  42




---



##### Table of Contents



Accounting for
Leases,
   ,
   43




---



##### Table of Contents



Off-Balance Sheet Arrangements
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 Interest Rate Risk.
    44




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 GENITOPE CORPORATION
 (A DEVELOPMENT STAGE ENTERPRISE)
INDEX TO FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
    
    
    46Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP)
    
    
    48Balance Sheets
    
    
    49Statements of Operations
    
    
    50Statements of Stockholders Equity (Deficit)
    
    
    51Statements of Cash Flows
    
    
    53Notes to the Financial Statements
    
    
    55
 45




---



##### Table of Contents



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated Framework
    Internal Control  Integrated Framework .
  46




---



##### Table of Contents



47




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (TO BE REPLACED)
 
  /s/ PricewaterhouseCoopers LLP 
 48




---



##### Table of Contents



GENITOPE CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
 
 BALANCE SHEETS
 December 31,2007
    
    
    2006(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    11,517
    
    
    $
    18,540Marketable securities
    
    
    15,416
    
    
    
    33,142Miscellaneous receivables
    
    
    625
    
    
    
    1,149Prepaid expenses and other current assets
    
    
    1,277
    
    
    
    2,163Total current assets
    
    
    28,835
    
    
    
    54,994Restricted cash and marketable securities
    
    
    1,000
    
    
    
    9,579Property and equipment, net
    
    
    89,012
    
    
    
    93,479Other assets
    
    
    1,761
    
    
    
    2,371Total assets
    
    $
    120,608
    
    
    $
    160,423LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,096
    
    
    $
    5,551Accrued and other current liabilities
    
    
    3,822
    
    
    
    4,814Current portion of lease financing liability
    
    
    190
    
    
    
    Current portion of credit line
    
    
    2,009
    
    
    
    1,662Total current liabilities
    
    
    8,117
    
    
    
    12,027Non-current portion of lease financing liability
    
    
    44,360
    
    
    
    41,941Non-current portion of credit line
    
    
    2,016
    
    
    
    3,609Total liabilities
    
    
    54,493
    
    
    
    57,577Commitments and contingencies (Note 6)Stockholders equity:Common stock, $0.001 par value, 65,000,000
shares authorized; Issued and outstanding: 42,760,154 shares at December 31, 2007 and
36,052,685 shares at December 31, 2006
    
    
    43
    
    
    
    36Preferred stock, $0.001 par value, 5,000,000
shares authorized; no shares issued and
outstanding at December 31, 2007 and December
31, 2006
    
    
    
    
    
    
    Additional paid-in capital
    
    
    325,844
    
    
    
    296,962Deferred stock-based compensation
    
    
    
    
    
    
    (19
    )Accumulated other comprehensive loss
    
    
    
    
    
    
    (8
    )Deficit accumulated during the development stage
    
    
    (259,772
    )
    
    
    (194,125
    )Total stockholders equity
    
    
    66,115
    
    
    
    102,846Total liabilities and stockholders equity
    
    $
    120,608
    
    
    $
    160,423
  49




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##### Table of Contents



GENITOPE CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
 
 STATEMENTS OF OPERATIONS
 CumulativePeriod fromAugust 15, 1996(date of inception)Year Ended December 31,
    
    
    to December 31,2007
    
    
    2006
    
    
    2005
    
    
    2007(In thousands, except per share data)Operating expenses:Research and development
    
    $
    51,165
    
    
    $
    40,241
    
    
    $
    25,867
    
    
    $
    192,339Sales and marketing
    
    
    2,377
    
    
    
    2,740
    
    
    
    2,704
    
    
    
    12,544General and administrative
    
    
    8,792
    
    
    
    8,627
    
    
    
    4,938
    
    
    
    34,941Total operating expenses
    
    
    62,334
    
    
    
    51,608
    
    
    
    33,509
    
    
    
    239,824Loss from operations
    
    
    (62,334
    )
    
    
    (51,608
    )
    
    
    (33,509
    )
    
    
    (239,824
    )Loss on extinguishment of convertible notes and cancellation of Series
E convertible preferred stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,509
    )Interest expense
    
    
    (5,158
    )
    
    
    (1,164
    )
    
    
    (26
    )
    
    
    (9,330
    )Interest and other income, net
    
    
    1,845
    
    
    
    3,860
    
    
    
    3,111
    
    
    
    11,298Net loss
    
    
    (65,647
    )
    
    
    (48,912
    )
    
    
    (30,424
    )
    
    
    (241,365
    )Dividend related to issuance of convertible preferred shares and the
beneficial conversion feature of preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,407
    )Net loss attributable to common stockholders
    
    $
    (65,647
    )
    
    $
    (48,912
    )
    
    $
    (30,424
    )
    
    $
    (259,772
    )Basic and diluted net loss per share attributable to common
stockholders
    
    $
    (1.63
    )
    
    $
    (1.39
    )
    
    $
    (1.08
    )Shares used in computing basic and diluted net loss attributable to
common stockholders
    
    
    40,243
    
    
    
    35,081
    
    
    
    28,271
  50




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##### Table of Contents



GENITOPE CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
 
 STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE PERIOD FROM AUGUST 15, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 2007
 DeficitNotes
    
    
    
    
    
    
    Accumulated
    
    
    AccumulatedAdditional
    
    
    Receivable
    
    
    Deferred
    
    
    Other
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    from
    
    
    Stock-Based
    
    
    Comprehensive
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stockholders
    
    
    Compensation
    
    
    Loss
    
    
    Stage
    
    
    Equity (Deficit)(In thousands, except per share data)Issuance of common stock at $0.001 per share to founders
for cash & technology
    
    
    1,259
    
    
    $
    1
    
    
    $
    3
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4Issuance of common stock at $0.15 per share in exchange
for cash and services
    
    
    9
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76
    )
    
    
    (76
    )Balance at December 31, 1996
    
    
    1,268
    
    
    
    1
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76
    )
    
    
    (71
    )Issuance of common stock at $0.15 per share in exchange
for cash and services
    
    
    30
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of common stock at $0.15 per share in exchange
for cash upon exercise of stock options
    
    
    10
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (980
    )
    
    
    (980
    )Balances at December 31, 1997
    
    
    1,308
    
    
    
    1
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,056
    )
    
    
    (1,045
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,596
    )
    
    
    (1,596
    )Balances at December 31, 1998
    
    
    1,308
    
    
    
    1
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,652
    )
    
    
    (2,641
    )Net issuance and repurchase of common stock to a
director as part of a stock issuance agreement at $0.60
per share
    
    
    62
    
    
    
    
    
    
    
    37
    
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock at $0.45 per share in exchange
for cash upon exercise of stock options
    
    
    2
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,752
    )
    
    
    (2,752
    )Balances at December 31, 1999
    
    
    1,372
    
    
    
    1
    
    
    
    48
    
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    (5,404
    )
    
    
    (5,392
    )Issuance of common stock at a price of $0.15 to $0.60
per share in exchange for cash upon exercise of stock
options
    
    
    10
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Proceeds from promissory note
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37Issuance of stock options to nonemployees in exchange for
services
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20Issuance of common stock to nonemployees in exchange for
services
    
    
    8
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9Issuance of warrants to purchase shares of convertible
preferred stock in exchange for services
    
    
    
    
    
    
    
    
    
    
    144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,845
    )
    
    
    (3,845
    )Balances at December 31, 2000
    
    
    1,390
    
    
    
    1
    
    
    
    223
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,249
    )
    
    
    (9,025
    )Issuance of common stock at a price of $0.15 to $0.60
per share in exchange for cash and notes upon exercise
of stock options
    
    
    365
    
    
    
    1
    
    
    
    323
    
    
    
    (48
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276Repurchase of unvested common stock
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,036
    
    
    
    
    
    
    
    (1,036
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    328
    
    
    
    
    
    
    
    
    
    
    
    438Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,780
    )
    
    
    (9,780
    )Balances at December 31, 2001
    
    
    1,752
    
    
    
    2
    
    
    
    1,689
    
    
    
    (48
    )
    
    
    (708
    )
    
    
    
    
    
    
    (19,029
    )
    
    
    (18,094
    )Issuance of common stock at a price of $0.60 to $1.20
per share in exchange for cash and notes upon exercise
of stock options
    
    
    171
    
    
    
    
    
    
    
    202
    
    
    
    (12
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190Repurchase of unvested common stock
    
    
    (10
    )
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,607
    
    
    
    
    
    
    
    (1,607
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    122
    
    
    
    
    
    
    
    1,243
    
    
    
    
    
    
    
    
    
    
    
    1,365Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,864
    )
    
    
    (19,864
    )Balances at December 31, 2002
    
    
    1,913
    
    
    
    2
    
    
    
    3,609
    
    
    
    (60
    )
    
    
    (1,072
    )
    
    
    
    
    
    
    (38,893
    )
    
    
    (36,414
    )Conversion of preferred stock to common stock
    
    
    10,638
    
    
    
    11
    
    
    
    53,559
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,570Issuance of common stock at $9.00 per share related to
initial public offering, net of issuance costs
    
    
    4,180
    
    
    
    4
    
    
    
    33,731
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,735Dividend related to issuance of convertible preferred
shares and the beneficial conversion feature of
preferred stock
    
    
    
    
    
    
    
    
    
    
    18,407
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,407
    )
    
    
    Discount on convertible notes relating to warrants and
beneficial conversion of preferred stock
    
    
    
    
    
    
    
    
    
    
    4,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,280Warrant to purchase convertible preferred stock issued
to guarantor of the lines of credit
    
    
    
    
    
    
    
    
    
    
    1,933
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,933Issuance of common stock at a price of $1.20 to $1.80
per share in exchange for cash upon exercise of stock
options
    
    
    99
    
    
    
    
    
    
    
    179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179Issuance of common stock to non-employees in exchange for
services
    
    
    6
    
    
    
    
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29Repurchase of unvested common stock
    
    
    (16
    )
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )Proceeds from repayment of promissory note
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    3,408
    
    
    
    
    
    
    
    (3,408
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    208
    
    
    
    
    
    
    
    1,693
    
    
    
    
    
    
    
    
    
    
    
    1,901Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,463
    )
    
    
    (30,463
    )Balances at December 31, 2003
    
    
    16,820
    
    
    
    17
    
    
    
    119,323
    
    
    
    (48
    )
    
    
    (2,787
    )
    
    
    
    
    
    
    (87,763
    )
    
    
    28,742Issuance of common stock at a price of $1.20 to $11.64
per share in exchange for cash upon exercise of stock
options
    
    
    89
    
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170Issuance of common stock at $8.50 per share related to
follow-on offering, net of issuance costs
    
    
    7,014
    
    
    
    7
    
    
    
    55,711
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,718Issuance of common stock at $14.25 per share related to
private placement, net of issuance costs
    
    
    4,250
    
    
    
    4
    
    
    
    57,266
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,270Issuance of common stock related to ESPP
    
    
    57
    
    
    
    
    
    
    
    437
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    437Proceeds from repayment of stockholder note
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48Repurchase of unvested common stock
    
    
    (39
    )
    
    
    
    
    
    
    (49
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49
    )Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (1,074
    )
    
    
    
    
    
    
    1,074
    
    
    
    
    
    
    
    
    
    
    
    Amortization of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    980
    
    
    
    
    
    
    
    
    
    
    
    980Components of other comprehensive loss:Change in unrealized loss on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94
    )
    
    
    
    
    
    
    (94
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,026
    )
    
    
    (27,026
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,120
    )Balances at December 31, 2004
    
    
    28,191
    
    
    
    28
    
    
    
    231,784
    
    
    
    
    
    
    
    (733
    )
    
    
    (94
    )
    
    
    (114,789
    )
    
    
    116,196Issuance of common stock at a price of $1.20 to $11.64
per share in exchange for cash upon exercise of stock
options
    
    
    148
    
    
    
    
    
    
    
    358
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    358
 51




---



##### Table of Contents



DeficitNotes
    
    
    
    
    
    
    Accumulated
    
    
    AccumulatedAdditional
    
    
    Receivable
    
    
    Deferred
    
    
    Other
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    from
    
    
    Stock-Based
    
    
    Comprehensive
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stockholders
    
    
    Compensation
    
    
    Loss
    
    
    Stage
    
    
    Equity (Deficit)(In thousands, except per share data)Issuance costs related to common stock offerings
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )Issuance of common stock related to ESPP
    
    
    117
    
    
    
    
    
    
    
    778
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    778Repurchase of unvested common stock
    
    
    (2
    )
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (283
    )
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    
    
    
    
    Amortization of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    284
    
    
    
    
    
    
    
    
    
    
    
    284Components of other comprehensive loss:Change in unrealized loss on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (227
    )
    
    
    
    
    
    
    (227
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,424
    )
    
    
    (30,424
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,651
    )Balances at December 31, 2005
    
    
    28,454
    
    
    $
    28
    
    
    $
    232,620
    
    
    $
    
    
    
    $
    (166
    )
    
    $
    (321
    )
    
    $
    (145,213
    )
    
    $
    86,948Issuance of common stock at a price of $1.80 to $4.50
per share in exchange for cash upon exercise of stock
options
    
    
    46
    
    
    
    
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    108Issuance of common stock at $8.50 per share from public
offering, net of issuance costs
    
    
    7,360
    
    
    
    8
    
    
    
    58,442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,450Issuance of common stock related to ESPP
    
    
    193
    
    
    
    
    
    
    
    771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    771Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (162
    )
    
    
    
    
    
    
    162
    
    
    
    
    
    
    
    
    
    
    
    Amortization of stock- based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    (15
    )FAS 123 R Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    5,183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,183Components of other comprehensive loss:Change in unrealized loss on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    313
    
    
    
    
    
    
    
    313Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,912
    )
    
    
    (48,912
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,599
    )Balances at December 31, 2006
    
    
    36,053
    
    
    $
    36
    
    
    $
    296,962
    
    
    $
    
    
    
    $
    (19
    )
    
    $
    (8
    )
    
    $
    (194,125
    )
    
    $
    102,846Issuance of common stock at a price of $1.20 to $2.70
per share in exchange for cash upon exercise of stock
options
    
    
    21
    
    
    
    
    
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43Issuance of common stock from public offerings, net of
issuance costs
    
    
    6,510
    
    
    
    7
    
    
    
    23,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,594Issuance of common stock related to ESPP
    
    
    176
    
    
    
    
    
    
    
    570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    570Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    Amortization of stock- based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    
    
    
    
    (25
    )FAS 123 R Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    4,726
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,726Components of other comprehensive loss:Change in unrealized loss on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    8Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65,647
    )
    
    
    (65,647
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65,639
    )Balances at December 31, 2007
    
    
    42,760
    
    
    $
    43
    
    
    $
    325,844
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (259,772
    )
    
    $
    66,115
  52




---



##### Table of Contents



GENITOPE CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
 
 STATEMENTS OF CASH FLOWS
 CumulativePeriod fromAugust 15,1996(Date of Inception)Year Ended December 31,
    
    
    to December 31,2007
    
    
    2006
    
    
    2005
    
    
    2007(In thousands)Cash flows from operating activities:Net loss
    
    $
    (65,647
    )
    
    $
    (48,912
    )
    
    $
    (30,424
    )
    
    $
    (241,365
    )Adjustments to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    7,678
    
    
    
    2,719
    
    
    
    1,140
    
    
    
    15,953Unrealized loss on impairment of investments
    
    
    224
    
    
    
    
    
    
    
    
    
    
    
    224Loss on sale of trading and investment securities
    
    
    326
    
    
    
    
    
    
    
    
    
    
    
    326Loss on disposal of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29Stock-based compensation expense
    
    
    4,701
    
    
    
    5,168
    
    
    
    284
    
    
    
    14,857Loss on extinguishment of convertible notes and cancellation of
convertible preferred stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,509Amortization of warrant issued to guarantor of the lines of credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,933Interest expense on convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    892Common stock issued for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46Changes in assets and liabilities:Miscellaneous receivables
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    (20
    )Prepaids and other assets
    
    
    1,370
    
    
    
    37
    
    
    
    (1,054
    )
    
    
    (629
    )Accounts payable
    
    
    373
    
    
    
    (2,399
    )
    
    
    (40
    )
    
    
    (175
    )Accrued and other current liabilities
    
    
    42
    
    
    
    (392
    )
    
    
    780
    
    
    
    1,745Net cash used in operating activities
    
    
    (50,953
    )
    
    
    (43,779
    )
    
    
    (29,314
    )
    
    
    (202,675
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (8,072
    )
    
    
    (58,895
    )
    
    
    (5,770
    )
    
    
    (79,025
    )Purchases of marketable securities
    
    
    (70,619
    )
    
    
    (186,643
    )
    
    
    (145,107
    )
    
    
    (532,027
    )Sales of marketable securities
    
    
    31,910
    
    
    
    53,022
    
    
    
    80,803
    
    
    
    178,466Release of restricted cash and marketable securities
    
    
    8,579
    
    
    
    29,183
    
    
    
    
    
    
    
    37,762Purchases of restricted cash and marketable securities
    
    
    
    
    
    
    
    
    
    
    (38,762
    )
    
    
    (38,762
    )Maturities of marketable securities
    
    
    55,893
    
    
    
    142,419
    
    
    
    78,871
    
    
    
    337,594Long term cash deposits
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    (1,167
    )Net cash provided by (used in) investing activities
    
    
    17,691
    
    
    
    (20,914
    )
    
    
    (30,965
    )
    
    
    (97,159
    )Cash flows from financing activities:Net proceeds from issuance of convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,392Net proceeds from issuance of common stock related to initial
public offering
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,735Net proceeds from issuance of common stock related to follow-on
public offerings
    
    
    23,594
    
    
    
    58,450
    
    
    
    
    
    
    
    137,762Net proceeds from issuance of common stock related to private
placement
    
    
    
    
    
    
    
    
    
    
    (163
    )
    
    
    57,257Borrowings under lines of credit
    
    
    536
    
    
    
    5,459
    
    
    
    
    
    
    
    14,781Repayment of borrowings under lines of credit
    
    
    (1,783
    )
    
    
    (188
    )
    
    
    
    
    
    
    (10,757
    )Proceeds from issuance of convertible notes and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,060Proceeds from issuance of common stock under stock plans
    
    
    613
    
    
    
    879
    
    
    
    1,136
    
    
    
    3,876Proceeds from exercise of Series D warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135Repurchase of unvested common stock
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (87
    )Proceeds from note receivable from stockholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102Principal payments on capital lease obligations
    
    
    
    
    
    
    (48
    )
    
    
    (46
    )
    
    
    (134
    )Long term and short term cash deposits returned (paid)
    
    
    125
    
    
    
    (1,365
    )
    
    
    
    
    
    
    (1,240
    )Proceeds from (Repayment on) lease financing liability
    
    
    47
    
    
    
    (3,327
    )
    
    
    
    
    
    
    (3,280
    )Proceeds from lease financing liability
    
    
    3,107
    
    
    
    22,642
    
    
    
    
    
    
    
    25,749
 53




---



##### Table of Contents



CumulativePeriod fromAugust 15,1996(Date of Inception)Year Ended December 31,
    
    
    
    
    
    
    to December 31,2007
    
    
    2006
    
    
    2005
    
    
    2007(In thousands)Net cash provided by financing activities
    
    
    26,239
    
    
    
    82,502
    
    
    
    923
    
    
    
    311,351Net increase (decrease) in cash and cash equivalents
    
    
    (7,023
    )
    
    
    17,809
    
    
    
    (59,356
    )
    
    
    11,517Cash and cash equivalents, beginning of period
    
    
    18,540
    
    
    
    731
    
    
    
    60,087
    
    
    
    Cash and cash equivalents, end of period
    
    $
    11,517
    
    
    $
    18,540
    
    
    $
    731
    
    
    $
    11,517Supplemental disclosure:Cash paid for interest
    
    $
    509
    
    
    $
    76
    
    
    $
    26
    
    
    $
    735Supplemental schedule of non-cash investing and financing
activities:Conversion of preferred stock into common stock
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    53,570Dividend related to issuance of convertible preferred shares and
the beneficial conversion feature of preferred stock
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    18,407Discount on convertible notes for beneficial conversion feature
of preferred stock and warrants
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,280Conversion of convertible notes into convertible preferred stock
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (4,280
    )Warrants issued to guarantor of the lines of credit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,933Warrant issued in connection with services related to convertible
preferred stock
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    144Accrued interest converted into convertible preferred stock
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    121Convertible preferred stock issued in exchange for note
receivable from stockholder
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    5Conversion of notes payable into convertible preferred stock
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,780Accrued offering costs for issuance of common stock related to
initial public offering
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    0Accrued offering costs for issuance of common stock related to
private placement
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    150Acquisition of property and equipment under capital leases
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    134Change in accrued cost for acquisition of property and equipment
    
    $
    (4,862
    )
    
    $
    4,943
    
    
    $
    4,043
    
    
    $
    4,343Receivable from issuance of common stock under stock plan
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    11Change in unrealized losses on marketable securities
    
    $
    8
    
    
    $
    313
    
    
    $
    (227
    )
    
    $
    Capitalized building shells and related interest(Note 6)
    
    $
    
    
    
    $
    (1,294
    )
    
    $
    (20,196
    )
    
    $
    (21,490
    )Increase in lease financing liability due to negative amortization
    
    $
    47
    
    
    $
    
    
    
    $
    
    
    
    $
    47Increase in interest expense due to lease financing liability
negative amortization
    
    $
    (47
    )
    
    $
    
    
    
    $
    
    
    
    $
    (47
    )Increase in lease financing liability (Note 6)
    
    $
    600
    
    
    $
    1,491
    
    
    $
    19,406
    
    
    $
    21,497Increase in miscellaneous receivables
    
    $
    (600
    )
    
    $
    
    
    
    $
    
    
    
    $
    (600
    )
  54




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##### Table of Contents



GENITOPE CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
 
 NOTES TO THE FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Organization and Business
    Accounting for the Impairment or Disposal of Long-Lived Assets
  Liquidity
   55




---



##### Table of Contents



Basis of Presentation
  Use of Estimates
  Concentrations of Credit Risk
  Cash and Cash Equivalents
  56




---



##### Table of Contents



Marketable Securities
     Certain Risks and Uncertainties
 ,
 Property and Equipment
 The Effect of Lessee Involvement in Asset Construction
  57




---



##### Table of Contents



Research and Development
  Advertising Costs
  Impairment of Long-lived Assets
  Stock-based Compensation
 Share-Based Payment.
 Income Taxes
 Accounting for Income Taxes.
  58




---



##### Table of Contents



Segment Reporting
 Disclosures about Segments
of an Enterprise and Related Information.
 Recent Accounting Pronouncements
  The Fair Value Option for Financial Assets
and Financial Liabilities
   NOTE 2  NET LOSS PER SHARE
   Year Ended December 31,2007
    
    
    2006
    
    
    2005Numerator:Net loss attributable to common stockholders
    
    $
    (65,647
    )
    
    $
    (48,912
    )
    
    $
    (30,424
    )Denominator:Weighted-average common shares outstanding
    
    
    40,243
    
    
    
    35,082
    
    
    
    28,281Less: Weighted-average unvested common shares subject to repurchase
    
    
    
    
    
    
    (1
    )
    
    
    (10
    )Denominator for basic and diluted calculations
    
    
    40,243
    
    
    
    35,081
    
    
    
    28,271Net loss per share attributable to common stockholders, basic and diluted
    
    $
    (1.63
    )
    
    $
    (1.39
    )
    
    $
    (1.08
    )
 59




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##### Table of Contents



Year Ended December 31,2007
    
    2006
    
    2005Shares issuable upon exercise of stock options
    
    
    4,973
    
    
    
    3,871
    
    
    
    2,684Shares issuable upon exercise of warrants
    
    
    267
    
    
    
    267
    
    
    
    267Shares issuable related to ESPP
    
    
    131
    
    
    
    39
    
    
    
    Common stock subject to repurchase
    
    
    
    
    
    
    1
    
    
    
    35,371
    
    
    
    4,178
    
    
    
    2,954
 NOTE 3  RESTRICTED CASH AND MARKETABLE SECURITIES
     Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    UnrealizedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueCertificate of deposit
    
    $
    1,000
    
    
    $
    
    
    
    $
    
    
    
    $
    1,000Corporate bonds
    
    
    21,473
    
    
    
    29
    
    
    
    (28
    )
    
    
    21,474U.S. government and agency securities
    
    
    20,162
    
    
    
    
    
    
    
    (9
    )
    
    
    20,153Total available-for-sale marketable securities
    
    $
    42,635
    
    
    $
    29
    
    
    $
    (37
    )
    
    $
    42,627
  NOTE 4  PROPERTY AND EQUIPMENT
  December 31,2007
    
    
    2006Leasehold improvements
    
    $
    65,196
    
    
    $
    67,139Building shells (in accordance with EITF 97-10  see Note 6)
    
    
    21,144
    
    
    
    21,144Computer and laboratory equipment
    
    
    13,306
    
    
    
    10,286Furniture and fixtures
    
    
    1,418
    
    
    
    1,308Construction in progress
    
    
    271
    
    
    
    1,630101,335
    
    
    
    101,507Less: Accumulated depreciation and amortization
    
    
    (12,323
    )
    
    
    (8,028
    )$
    89,012
    
    
    $
    93,479
 60




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##### Table of Contents



NOTE 5  ACCRUED AND OTHER CURRENT LIABILITIES
  December 31,2007
    
    
    2006Construction in progress related
    
    $
    41
    
    
    $
    1,077Accrued salaries and bonus
    
    
    
    
    
    
    1,164Other accrued compensation and benefits
    
    
    1,441
    
    
    
    1,107Clinical trials
    
    
    722
    
    
    
    530Property Tax accrual
    
    
    572
    
    
    
    Accrued outside services cost
    
    
    503
    
    
    
    115Other
    
    
    543
    
    
    
    821$
    3,822
    
    
    $
    4,814
 NOTE 6  COMMITMENTS AND CONTINGENCIES
    The
Effect of Lessee Involvement in Asset Construction
 61




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##### Table of Contents



Accounting for
Leases,
   ,
  62




---



##### Table of Contents



LeasesYear Ending December 31:2008
    
    $
    6,5852009
    
    
    6,7832010
    
    
    6,9862011
    
    
    7,1962012
    
    
    7,412Thereafter
    
    
    67,084Total minimum lease payments
    
    $
    102,046
    NOTE 7  CONVERTIBLE PREFERRED STOCK (PREFERRED STOCK)
  NOTE 8  LINES OF CREDIT, CONVERTIBLE NOTES AND WARRANTS
  63




---



##### Table of Contents



NOTE 9  COMMON STOCK
     64




---



##### Table of Contents



NOTE 10  STOCK OPTION PLANS AND OTHER EMPLOYEE BENEFITS
 1996 Stock Option Plan
    2007 Equity Incentive Plan
   65




---



##### Table of Contents



2003 Non-Employee Directors Stock Option Plan
  pro rata
  2003 Employee Stock Purchase Plan
   401(k) Savings Plan
  66




---



##### Table of Contents



Stock-based Compensation
  Options OutstandingWeighted AverageNumber of
    
    Exercise Price perShares
    
    ShareOptions granted
    
    
    13
    
    
    $
    0.15Balances at December 31, 1996
    
    
    13
    
    
    $
    0.15Options granted
    
    
    159
    
    
    $
    0.21Options exercised
    
    
    (10
    )
    
    $
    0.15Options canceled
    
    
    (89
    )
    
    $
    0.15Balances at December 31, 1997
    
    
    73
    
    
    $
    0.28Options granted
    
    
    85
    
    
    $
    0.51Options canceled
    
    
    (5
    )
    
    $
    0.50Balances at December 31, 1998
    
    
    153
    
    
    $
    0.40Options granted
    
    
    77
    
    
    $
    0.60Options exercised
    
    
    (2
    )
    
    $
    0.45Options canceled
    
    
    (3
    )
    
    $
    0.47Balances at December 31, 1999
    
    
    225
    
    
    $
    0.47Options granted
    
    
    213
    
    
    $
    1.08Options exercised
    
    
    (10
    )
    
    $
    0.21Options canceled
    
    
    (6
    )
    
    $
    0.60Options expired
    
    
    (1
    )
    
    $
    0.60Balances at December 31, 2000
    
    
    421
    
    
    $
    0.78Options granted
    
    
    258
    
    
    $
    1.20Options exercised
    
    
    (365
    )
    
    $
    0.88Options canceled
    
    
    (69
    )
    
    $
    0.66Options expired
    
    
    (34
    )
    
    $
    0.71Balances at December 31, 2001
    
    
    211
    
    
    $
    1.18Options granted
    
    
    396
    
    
    $
    1.49Options exercised
    
    
    (171
    )
    
    $
    1.19Options canceled
    
    
    (39
    )
    
    $
    1.21Options expired
    
    
    (2
    )
    
    $
    1.20Balances at December 31, 2002
    
    
    395
    
    
    $
    1.48Options granted
    
    
    767
    
    
    $
    4.28Options exercised
    
    
    (99
    )
    
    $
    1.79Options canceled
    
    
    (99
    )
    
    $
    1.95Options expired
    
    
    (2
    )
    
    $
    1.73Balances at December 31, 2003
    
    
    962
    
    
    $
    3.66Options granted
    
    
    907
    
    
    $
    10.26Options exercised
    
    
    (89
    )
    
    $
    1.91Options canceled
    
    
    (198
    )
    
    $
    4.50Options expired
    
    
    (5
    )
    
    $
    12.26Balances at December 31, 2004
    
    
    1,577
    
    
    $
    7.42Options granted
    
    
    1,498
    
    
    $
    12.18Options exercised
    
    
    (148
    )
    
    $
    2.42Options canceled
    
    
    (243
    )
    
    $
    8.67Balances at December 31, 2005
    
    
    2,684
    
    
    $
    10.24Options granted
    
    
    1,670
    
    
    $
    6.62Options exercised
    
    
    (47
    )
    
    $
    2.37Options canceled
    
    
    (437
    )
    
    $
    9.96Balances at December 31, 2006
    
    
    3,870
    
    
    $
    8.80Options granted
    
    
    1,656
    
    
    $
    3.92Options exercised
    
    
    (21
    )
    
    $
    2.00Options canceled
    
    
    (532
    )
    
    $
    7.52Balances at December 31, 2007
    
    
    4,973
    
    
    $
    7.34
 67




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##### Table of Contents



Share Based Payments
    Employee Stock Options
    
    Employee Stock Purchase PlanYear Ended December 31,
    
    Year Ended December 31,2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005Weighted-average per share estimated fair value
    
    $
    2.54
    
    
    $
    3.87
    
    
    $
    12.13
    
    
    $
    1.67
    
    
    $
    1.79
    
    
    $
    6.65Expected term in years
    
    
    6.25
    
    
    
    6.25
    
    
    
    4.00
    
    
    
    1.24
    
    
    
    0.49
    
    
    
    0.77Volatility
    
    
    66
    %
    
    
    57
    %
    
    
    65
    %
    
    
    65
    %
    
    
    61
    %
    
    
    61
    %Risk-free interest rates
    
    
    4.67
    %
    
    
    4.86
    %
    
    
    3.84
    %
    
    
    4.84
    %
    
    
    4.75
    %
    
    
    3.10
    %
  Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2007
    
    
    2006Statement of Operations ClassificationResearch and development
    
    $
    1,742
    
    
    $
    2,093Sales and marketing
    
    
    222
    
    
    
    279General and administration
    
    
    2,762
    
    
    
    2,811Total
    
    $
    4,726
    
    
    $
    5,183
 Periods prior to the adoption of SFAS 123R
  68




---



##### Table of Contents



Year EndedDecember 31,2005Net loss attributable to common stockholders, as reported
    
    $
    (30,424
    )Add: Employee stock-based compensation included in reported net earnings
    
    
    162Deduct: Employee total stock-based compensation determined under fair value method
    
    
    (6,904
    )Adjusted net loss attributable to common stockholders
    
    $
    (37,166
    )Basic and diluted net loss per share attributable to common stockholders:As reported
    
    $
    (1.08
    )Adjusted
    
    $
    (1.31
    )
  General Stock Option Information 
  Options
    
    Number of
    
    WeightedAvailable
    
    Options
    
    Averagefor Grant
    
    Outstanding
    
    Exercise Price(In thousands)Beginning of period
    
    
    **4,443
    
    
    
    3,870
    
    
    $
    8.80Granted
    
    
    (1,656
    )
    
    
    1,656
    
    
    
    3.92Exercised
    
    
    
    
    
    
    (21
    )
    
    
    2.00Canceled
    
    
    306
    
    
    
    (306
    )
    
    
    6.53Expired
    
    
    226
    
    
    
    (226
    )
    
    
    8.86Plan Shares Expired from 1996 Plan
    
    
    (54
    )
    
    
    
    
    
    
    End of period
    
    
    3,265
    
    
    
    4,973
    
    
    $
    7.34
   
 **
    
    Includes 1.852 million shares of common stock automatically added to
the Incentive Plan reserves on January 1, 2007 in accordance with the
provisions of the Incentive Plan. 69




---



##### Table of Contents



WeightedNumber of
    
    AverageUnvested
    
    Grant-DateShares
    
    Fair Value(In thousands)Unvested at December 31, 2006
    
    
    2,356
    
    
    $
    8.44Granted
    
    
    1,656
    
    
    
    3.92Vested
    
    
    (998
    )
    
    
    9.17Forfeited
    
    
    (306
    )
    
    
    6.53Unvested at December 31, 2007
    
    
    2,708
    
    
    
    5.83
   WeightedAverage
    
    
    Weighted
    
    
    AggregateNumber
    
    
    Remaining
    
    
    Average
    
    
    IntrinsicRange of Exercise Prices
    
    Outstanding
    
    
    Contractual Life
    
    
    Exercise Price
    
    
    Value(In thousands)$0.45  0.73
    
    
    6,333
    
    
    4.77 years
    
    $
    .58
    
    
    $
    1$0.74  3.58
    
    
    634,516
    
    
    7.42 years
    
    
    2.72
    
    
    
    $3.59  3.59
    
    
    550,000
    
    
    9.17 years
    
    
    3.59
    
    
    
    $3.60  4.23
    
    
    614,100
    
    
    9.25 years
    
    
    3.96
    
    
    
    $4.24  6.78
    
    
    579,061
    
    
    8.74 years
    
    
    5.42
    
    
    
    $6.79  8.00
    
    
    674,700
    
    
    8.23 years
    
    
    7.83
    
    
    
    $8.01  9.75
    
    
    576,844
    
    
    7.05 years
    
    
    9.18
    
    
    
    $9.76  12.49
    
    
    496,282
    
    
    6.83 years
    
    
    11.34
    
    
    
    $12.50  12.50
    
    
    576,516
    
    
    7.24 years
    
    
    12.50
    
    
    
    $12.51  15.87
    
    
    265,000
    
    
    6.61 years
    
    
    14.51
    
    
    
    $0.45  15.87
    
    
    4,973,352
    
    
    7.93 years
    
    
    7.34
    
    
    $
    1
  Number
    
    
    Weighted
    
    
    AggregateVested and
    
    
    Average
    
    
    IntrinsicRange of Exercise Prices
    
    Exercisable
    
    
    Exercise Price
    
    
    Value(In thousands)$0.45  0.73
    
    
    3,333
    
    
    $
    0.45
    
    
    $
    1$0.74  3.58
    
    
    256,969
    
    
    
    2.21
    
    
    
    $3.59  3.59
    
    
    
    
    
    
    
    
    
    
    $3.60  4.23
    
    
    73,115
    
    
    
    4.04
    
    
    
    $4.24  6.78
    
    
    220,310
    
    
    
    5.78
    
    
    
    $6.79  8.00
    
    
    290,071
    
    
    
    7.85
    
    
    
    $8.01  9.75
    
    
    418,787
    
    
    
    9.30
    
    
    
    $9.76  12.49
    
    
    398,721
    
    
    
    11.25
    
    
    
    $12.50  12.50
    
    
    384,514
    
    
    
    12.50
    
    
    
    $12.51  15.87
    
    
    220,000
    
    
    
    14.28
    
    
    
    $0.45  15.87
    
    
    2,265,820
    
    
    
    9.16
    
    
    $
    1
  NOTE 11  INCOME TAXES
  70




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##### Table of Contents



Year Ended December 31,2007
    
    
    2006
    
    
    2005U.S. federal taxes (benefit) at statutory rate
    
    $
    (22,319
    )
    
    $
    (16,630
    )
    
    $
    (10,344
    )Unutilized net operating losses
    
    
    22,146
    
    
    
    16,500
    
    
    
    10,207Stock-based compensation
    
    
    156
    
    
    
    113
    
    
    
    96Other
    
    
    17
    
    
    
    17
    
    
    
    41Total
    
    $
    
    
    
    $
    
    
    
    $
    
    December 31,2007
    
    
    2006Deferred tax assets:Net operating loss carryforwards
    
    $
    75,159
    
    
    $
    56,009Research credits
    
    
    11,337
    
    
    
    9,170Capitalized research
    
    
    10,773
    
    
    
    7,836Reserves and accruals
    
    
    4,024
    
    
    
    2,238Depreciation and amortization
    
    
    1,627
    
    
    
    7,067Total deferred tax assets
    
    
    102,920
    
    
    
    82,320Valuation allowance
    
    
    (102,920
    )
    
    
    (82,320
    )Net deferred tax assets
    
    $
    
    
    
    $
    
      71




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##### Table of Contents



Unrecognized tax benefits-January 1, 2007
    
    $
    Gross increases-prior year tax positions
    
    
    Gross increases-current year tax positions
    
    
    Settlements with taxing authorities
    
    
    Expiration of statute of limitations
    
    
    Unrecognized tax benefits-December 31, 2007
    
    $
    
  NOTE 12  QUARTERLY FINANCIAL DATA (UNAUDITED)
  First
    
    
    Second
    
    
    Third
    
    
    Fourth2007
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(In thousands, except per share data)Net loss
    
    $
    (15,229
    )
    
    $
    (16,970
    )
    
    $
    (16,972
    )
    
    $
    (16,476
    )Basic and diluted net loss per share
    
    $
    (0.42
    )
    
    $
    (0.42
    )
    
    $
    (0.40
    )
    
    $
    (0.39
    )Shares used in computation of basic and diluted net loss per share
    
    
    36,052
    
    
    
    39,950
    
    
    
    42,164
    
    
    
    42,708
 First
    
    
    Second
    
    
    Third
    
    
    Fourth2006
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(In thousands, except per share data)Net loss
    
    $
    (10,862
    )
    
    $
    (11,810
    )
    
    $
    (11,940
    )
    
    $
    (14,300
    )Basic and diluted net loss per share
    
    $
    (0.33
    )
    
    $
    (0.33
    )
    
    $
    (0.33
    )
    
    $
    (0.40
    )Shares used in computation of basic and diluted net loss per share
    
    
    32,466
    
    
    
    35,873
    
    
    
    35,922
    
    
    
    36,011
 NOTE 13 SUBSEQUENT EVENTS
   72




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control Over Financial Reporting
   Internal Control  Integrated Framework
   Attestation Report of the Independent Registered Public Accounting Firm
  73




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Changes in Internal Control Over Financial Reporting
  74




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ITEM 9B. OTHER INFORMATION.
  75




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
    
 ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  76




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PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
  Financial Statements.
 PageReport of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
    
    46Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP)
    
    48Balance Sheets
    
    49Statements of Operations
    
    50Statements of Stockholders Equity (Deficit)
    
    51Statements of Cash Flows
    
    53Notes to the Financial Statements
    
    55
 Financial Statement Schedules.
 Exhibits.
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SIGNATURES
  GENITOPE CORPORATIONBy:
    /s/ Dan W. Denney, Jr.Dan W. Denney, Jr.Chief Executive Officer POWER OF ATTORNEY
 Know All Persons by these Presents Dan W. Denney Jr., Ph.D. and John M. Vuko
  Signature
    
    Title
    
    Date/s/ Dan W. Denney, Jr.

Dan W. Denney, Jr.
    
    Chief Executive Officer and Director(Principal Executive Officer)
    
    March 31, 2008/s/ John M. Vuko

John M. Vuko
    
    Chief Financial Officer(Principal Financial and Accounting Officer)
    
    March 31, 2008/s/ Gordon D. Denney

Gordon D. Denney
    
    Director
    
    March 31, 2008/s/ Gregory Ennis

Gregory Ennis
    
    Director
    
    March 31, 2008/s/ R. Kent McGaughy Jr.

R. Kent McGaughy, Jr.
    
    Director
    
    March 31, 2008/s/ William A. Hasler

William A. Hasler
    
    Director
    
    March 31, 2008
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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    
    Amended and Restated Certificate of Incorporation of Genitope Corporation and Certificate of Amendment to Amended
and Restated Certificate of Incorporation of Genitope Corporation.3.2
    
    
    Amended and Restated Bylaws of Genitope Corporation.(1)4.1
    
    
    Specimen Common Stock Certificate.(2)4.2
    
    
    Investor Rights Agreement, dated August 29, 2003, by and among Registrant and certain investors named therein.(2)4.3
    
    
    Series F Warrant, dated August 29, 2003, between the Registrant and Stanford C. Finney.(2)4.4
    
    
    Reference is made to Exhibit 3.1 and Exhibit 3.2.10.1
    
    
    Form of Indemnity Agreement entered into by Registrant with each of its directors and certain executive officers.(2)10.2*
    
    
    1996 Stock Option Plan and form of related agreements.(2)10.3*
    
    
    Genitope Corporation 2007 Equity Incentive Plan.(3)10.4*
    
    
    2003 Non-Employee Directors Stock Option Plan and Form of Nonstatutory Stock Option Agreement under the 2003
Non-Employee Directors Stock Option Plan.(2)10.5*
    
    
    2003 Employee Stock Purchase Plan and Form of 2003 Employee Stock Purchase Plan Offering.(2)10.6
    
    
    Sublease, dated August 3, 1999, between Regen Biologics, Inc. and the Registrant.(2)10.7
    
    
    Second Amendment to Sublease, dated October 1, 2000, between Regen Biologics, Inc. and the Registrant.(2)10.8
    
    
    Third Amendment to Sublease, dated May 16, 2003, between Regen Biologics, Inc. and the Registrant.(2)10.9
    
    
    Lease, dated April 10, 1996, between Metropolitan Life Insurance Company and Regen Biologics, Inc.(2)10.10
    
    
    Letter of Credit and Reimbursement Agreement, dated December 15, 2005, between the Registrant and Comerica Bank.(2)10.11
    
    
    Security Agreement, dated December 15, 2005, between the Registrant and Comerica Bank.(4)10.12
    
    
    Lease, dated March 10, 2005, between Metropolitan Life Insurance Corporation and the Registrant.(5)10.13
    
    
    Sublease, dated as of June 22, 1997, between Genelabs Technologies, Inc. and the Registrant.(2)10.14
    
    
    Fourth Amendment to Sublease Agreement, dated November 30, 2002, between Genelabs Technologies, Inc. and the
Registrant.(2)10.15
    
    
    Industrial Net Lease, dated July 29, 1986, between Lincoln Property Company N.C., Inc. and Genelabs Technologies,
Inc.(2)10.16
    
    
    Lease Agreement, dated May 16, 2005, between the Registrant and John Arrillaga Survivor Trust and Richard T. Peery
Separate Property Trust for premises located at 6900 Dumbarton Circle, Fremont, California.(6)10.17
    
    
    Construction Agreement, dated May 16, 2005, between the Registrant and John Arrillaga Survivor Trust and Richard T.
Peery Separate Property Trust for premises located at 6900 Dumbarton Circle, Fremont, California.(6)10.18
    
    
    Lease Agreement, dated May 16, 2005, between the Registrant and John Arrillaga Survivor Trust and Richard T. Peery
Separate Property Trust for premises located at 6800 Dumbarton Circle, Fremont, California.(6)10.19
    
    
    Construction Agreement, dated May 16, 2005, between the Registrant and John Arrillaga Survivor Trust and Richard T.
Peery Separate Property Trust for premises located at 6800 Dumbarton Circle, Fremont, California.(6)10.20
    
    
    Standard Form of Agreement (AIA Document A121) between Registrant and XL Construction Corporation, dated January
17, 2006, along with the general conditions of the agreement for the building located at 6800 Dumbarton Circle,
Fremont, California.(7)10.21
    
    
    Standard Form of Agreement (AIA Document A121) between Registrant and XL Construction Corporation, dated January
17, 2006, along with the general conditions of the agreement for the building located at 6900 Dumbarton Circle,
Fremont, California.(7)10.22*
    
    
    Summary of 2007 Management Incentive Compensation Plan.(8)10.23*
    
    
    Compensation Arrangements for Non-Employee Directors of the Registrant.(9)10.24*
    
    
    Compensation Information for Named Executive Officers.(8)10.25
    
    
    Purchase Underwriting Agreement, dated as of October 5, 2007, by and among the Registrant and William R. Hambrecht,
Trustee of The Hambrecht 1980 Revocable Trust.(10)10.26
    
    
    Master Security Agreement dated as of October 31, 2006, by and among Registrant and General Electric Capital
Corporation.(11)
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ExhibitNumber
    
    Description10.27
    
    
    Promissory Note dated October 31, 2006 issued by Registrant to General Electric Capital Corporation.(11)10.28
    
    
    Security Deposit Pledge Agreement, dated October 31, 2006, by and among Registrant and General Electric Capital
Corporation.(12)10.29
    
    
    Fourth Amendment to Sublease, dated May 25, 2006, between Regen Biologics, Inc. and Registrant.(12)10.30
    
    
    Amendment No. 1 dated June 27, 2006, to the Standard Form of Agreement (AIA Document A121) between Registrant and
XL Construction Corporation, dated December 19, 2005 for the building located at 6900 Dumbarton Circle, Fremont,
California.(13)10.31
    
    
    Amendment No. 1 dated June 27, 2006, to the Standard Form of Agreement (AIA Document A121) between Registrant and
XL Construction Corporation, dated December 19, 2005 for the building located at 6800 Dumbarton Circle, Fremont,
California.(14)10.32
    
    
    Promissory Note, dated December 22, 2006, issued to General Electric Capital Corporation.(14)10.33
    
    
    Security Deposit Pledge Agreement, dated December 22, 2006, by and among the Registrant and General Electric
Capital Corporation.(14)10.34*
    
    
    Severance Agreement, dated December 22, 2006, by and between the Registrant and Bonnie Charpentier.(14)10.35
    
    
    Promissory Note, dated March 26, 2007, issued to General Electric Capital Corporation.(15)10.36
    
    
    Security Deposit Pledge Agreement, dated March 26, 2007 by and among Registrant and General Electric Capital
Corporation.(15)10.37
    
    
    Underwriting Agreement, dated as of April 24, 2007, by and among Registrant and Punk, Ziegel & Company. (16)23.1
    
    
    Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm23.2
    
    
    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm24.1
    
    
    Power of Attorney (contained on signature page)31.1
    
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a)31.2
    
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a)32.1**
    
    
    Certification by the Chief Executive Officer and the Chief Financial Officer of Genitope Corporation, as required
by Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.1350)
 
 *
    
    Management contract or compensatory plan.**
    
    This certification accompanies the Annual Report on Form 10-K to which
it relates, is not deemed filed with the Securities and Exchange
Commission and is not to be incorporated by reference into any filing
of Registrant under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (whether made before or
after the date of the Annual Report on Form 10-K), irrespective of any
general incorporation language contained in such filing.1.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on December
6, 2007, and incorporated herein by reference.2.
    
    Filed as an Exhibit to Genitope Corporations Registration Statement
on Form S-1 (File No. 333-107719), as filed with the Securities and
Exchange Commission on August 6, 2003, as amended, and incorporated
herein by reference.3.
    
    Filed as an Exhibit to Genitope Corporations Quarterly Report on Form
10-Q/A, as filed with the Securities and Exchange Commission on
October 4, 2007, and incorporated herein by reference.4.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on December
19, 2005, and incorporated herein by reference.5.
    
    Filed as an Exhibit to Genitope Corporations Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on May 9,
2005, and incorporated herein by reference.6.
    
    Filed as an Exhibit to Genitope Corporations Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on August
8, 2005, and incorporated herein by reference. 80




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7.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on January
20, 2006, and incorporated herein by reference.8.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K as filed with the Securities and Exchange Commission on April 12,
2007, and incorporated herein by reference.9.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K as filed with the Securities and Exchange Commission on June 6,
2005, and incorporated herein by reference.10.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on February
7, 2006, and incorporated herein by reference.11.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on November
3, 2006, and incorporated herein by reference.12.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on May 31,
2006, and incorporated herein by reference.13.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on July 3,
2006, and incorporated herein by reference.14.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on December
29, 2006, and incorporated herein by reference.15.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on March 29,
2007, and incorporated herein by reference.16.
    
    Filed as an Exhibit to Genitope Corporations Current Report on Form
8-K, as filed with the Securities and Exchange Commission on April 27,
2007, and incorporated herein by reference. 81