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UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-50425
      Genitope Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0436313(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)6900 Dumbarton Circle

(510) 284-3000Fremont, CA 94555

(Registrants telephone
    number, including area code)(Address of principal executive
    offices, including zip
    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
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



GENITOPE
    CORPORATION
  FORM 10-K
  TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


1Item 1A.


Risk
    Factors


25Item 1B.


Unresolved Staff
    Comments


41Item 2.


Properties


41Item 3.


Legal
    Proceedings


41Item 4.


Submission of
    Matters to a Vote of Security Holders


42PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Repurchases of Equity Securities


42Item 6.


Selected Financial
    Data


43Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


44Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


56Item 8.


Financial
    Statements and Supplementary Data


57Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


94Item 9A.


Controls and
    Procedures


94Item 9B.


Other
    Information


95PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


95Item 11.


Executive
    Compensation


95Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


95Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


96Item 14.


Principal
    Accountant Fees and Services


96PART IVItem 15.


Exhibits and
    Financial Statement Schedules


96SIGNATURES


97EXHIBIT 10.5EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1    Form 10-K
  ® ® ®




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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:
  
    the progress of our research, development and clinical
    programs, the timing of the final analysis of our pivotal
    Phase 3 clinical trial, the timing of submission of a
    Biologics License Application, or BLA, for MyVax to the Food and
    Drug Administration, or FDA, and the timing of commercialization
    of MyVax, or any other immunotherapies we may develop;
    our ability to develop, market, commercialize and achieve
    market acceptance for MyVax, or any other immunotherapies we may
    develop;
    the timing of completion of, and expenses associated with the
    equipping and qualification of our new manufacturing facility
    and corporate headquarters and any further build-out that may be
    required to provide additional manufacturing capacity for
    commercialization;
    our ability to protect our intellectual property and operate
    our business without infringing upon the intellectual property
    rights of others;
    our estimates for future performance and growth of the
    company;
    the breadth of applications of our immunotherapies, potential
    benefits of our monoclonal antibody panel and the timing of
    filing of a related investigational new drug, or IND,
    application; and
    our estimates regarding anticipated operating losses, future
    revenues, capital requirements, sufficiency of our capital
    resources and our needs for additional financing.  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
   1




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MyVax
    Pivotal Phase 3 Clinical Trial
  2000-03 follow-up
  Sales
    and Marketing
    Manufacturing
   2




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Corporate
    Information
  (510) 284-3000.
  The
    Immune System and Cancer
        B-cells
    Immunotherapy
    and Cancer
   3




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
    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.
   4




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Current Treatments.
  and/or
  and/or
  Active
    Idiotype Immunotherapy
    B-cells,
   5




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time-to-disease Time-to-disease time-to-disease time-to-disease time-to-disease
  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
   6




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
    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.  MyVax
    Personalized Immunotherapy
    Efficacious and lasting treatment:
  Safety:
  Ease of administration: 30-minute
  Ease of sample collection: on-site
  Efficient manufacturing:
 7




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Commercial feasibility:
  Monoclonal
    Antibody Program
    off-the-shelf,
    Our
    Strategy
    Commercialize MyVax for NHL.
  Obtain regulatory approval of MyVax.
  Expand manufacturing capacity.
  Build North American sales and marketing
    infrastructure.
  Commercialize MyVax internationally.
 8




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Commercialize MyVax for other types of
    cancers.
  Leverage our technology to other types of immunotherapies for
    other diseases.
 9




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MyVax
    Clinical Development Program
    Median TimeClinical

No. of

to DiseaseIndication

Trial No.

Phase

Patients

Progression*

StatusFollicular B-cell NHL Patients in first
    remission following chemotherapy; 7 immunizations over
    24 weeks


2000
-03

Phase 3

287

Follow-up
    phase in
    process

Treatment phase completed; patients
    in follow-up Patients in first
    remission following chemotherapy; 5 immunizations over
    24 weeks


9901


Phase 2

21

37.7 months

Treatment phase completed; patients
    in long-term
    follow-up Patients in first
    remission following chemotherapy, administered with reduced
    amount of adjuvant; 5 immunizations over 24 weeks


2000
-07

Phase 2

11

23.8 months

Treatment phase completed; patients
    in long-term
    follow-up 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

Not applicable

Treatment phase completed; patients
    in long-term
    follow-up Patients who relapsed
    following chemotherapy and were subsequently treated with
    Rituxan; 8 immunizations over 14 weeks


2002
-09

Phase 2

57

Follow-up
    phase in
    process

Treatment phase completed; patients
    in long-term
    follow-up Re-immunization of
    patients who participated in 2000-#04; 16 immunizations
    over 52 weeks


2005
-10

Phase 2

Up to 16

Treatment phase in
    process

OngoingDiffuse 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

11.6 months

Treatment phase completed; patients
    in long-term
    follow-up Schedule B:
    8 immunizations over 18 weeks


9902
-B

Phase 2

13

16.8 months

Treatment phase completed; patients
    in long-term
    follow-upChronic Lymphocytic
    Leukemia Sole initial therapy;
    16 immunizations over 52 weeks


2005
-11

Phase 2

76

Treatment phase in 
    process

Closed to enrollment     *
    
    measured from the end of chemotherapy.  Pivotal
    Phase 3 Follicular B-cell NHL Clinical Trial 
    the 2000-03
    Trial
  2000-03 B-cell
 10




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24-week follow-up follow-up
    Supporting
    Phase 2 Follicular B-cell NHL Clinical Trial 
    the 9901 Trial
   11




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four-to-seven
  follow-up time-to-disease time-to-disease follow-up
    Total Number of


Number ofFLIPI Risk Group

Patients in Trial


Progression-Free Patients*High


8



4Intermediate


11



4Low


2



1Total


21



9     *
    
    As of last clinical
    follow-up    Additional
    Phase 2 Follicular B-cell NHL Clinical Trials 
    the 2000-07,
    2000-04 and
    2002-09
    Trials
  2000-07 time-to-disease
 12




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2000-04
  2002-09 follow-up time-to-disease
  Phase 2
    Diffuse Large B-cell and Mantle Cell NHL Clinical
    Trial  the 9902 Trial
    24-week 18-week
  time-to-disease 24-week time-to-disease B-cell
  Additional
    Clinical Programs
   13




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Manufacturing
    Process
    
    Molecular
    Biology
    Cell
    Culture
   14




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Production
    and Key Suppliers
           15




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Manufacturing
    Safeguards
    Additional
    Hi-GET Technology Applications
    Competition
       16




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Sales and
    Marketing
    Intellectual
    Property
       17




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and/or and/or
       18




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Government
    Regulation
  Regulation
    of MyVax and Any Other Active Immunotherapies that We May
    Develop in the United States and Canada
      2000-03
   19




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and/or
      Product
    Regulation
    
    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 such application, including a
    pre-approval inspection of the manufacturing facility and FDA
    inspection of clinical study sites.     20




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
    the objectives of the study;
    the parameters to be used to monitor safety; and
    the efficacy criteria to be evaluated.             21




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and/or and/or
  direct-to-consumer
        Other
    Regulations
    Employees
    Research
    and Development
  B-cell
 22




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Executive
    Officers of the Registrant
    Name

Age

Position HeldDan W.
    Denney, Jr., Ph.D.


53


Chairman, Chief Executive Officer
    and DirectorJohn M. Vuko


56


Vice President of Finance and
    Chief Financial OfficerMichael J.
    Buckley, Ph.D.


46


Vice President, ManufacturingThomas DeZao


49


Vice President, Strategic
    Marketing and SalesClaude Miller


56


Vice President, Regulatory Affairs
    and QualityDave Miller


60


Vice President, Information
    TechnologyMary Ellen Rybak, M.D.


57


Vice President, Medical Affairs
    and Chief Medical OfficerThomas Theriault, Ph.D.


44


Vice President, ResearchLaura Randall Woodhead


39


Vice President, Legal Affairs and
    Secretary   Dan W. Denney Jr., Ph.D.
  John M. Vuko
  Michael J. Buckley, Ph.D.
  Thomas DeZao
  Claude Miller
 23




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H. David Miller
  Mary Ellen Rybak, M.D.
  Thomas Theriault, Ph.D.
  Laura Randall Woodhead
  Available
    Information
  Form 10-K. Form 10-K, Form 10-Q, Form 8-K Form 10-K 1-800-SEC-0330, www.sec.gov
 24




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ITEM 1A.
    RISK
    FACTORS.  Form 10-K.
  Risks
    Related to Our Business
  We are
    dependent on the success of our lead product candidate, MyVax,
    and if clinical trials of MyVax, or any other immunotherapies
    that we are developing or may develop, do not produce successful
    clinical trial results, we will be unable to commercialize these
    products.
    
    our clinical trials may produce negative or inconclusive
    results, and we may decide, or regulators may require us, to
    conduct additional clinical
    and/or
    preclinical testing;
    safety and efficacy results attained in our pivotal Phase 3
    clinical trial for MyVax may be less positive than the results
    obtained in our previously-completed Phase 2 clinical
    trials for MyVax;
    costs of our clinical trials may be greater than we currently
    anticipate;
    after reviewing test results, we may abandon projects that we
    might have previously believed to be promising;
    we, or regulators, may suspend or terminate our clinical trials
    if the participating patients are being exposed to unacceptable
    health risks; and
    the effects of MyVax, or any other immunotherapies that we may
    develop, on patients may not be the desired effects or may
    include undesirable side effects or other characteristics that
    may delay or preclude regulatory approval or limit their
    commercial use if approved.     25




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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 the required approvals to
    commercialize MyVax, or any other immunotherapies that we may
    develop.
    
    the FDA may not find that MyVax 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.    We
    have incurred significant operating losses since inception and
    anticipate that we will continue to incur substantial losses and
    negative cash flow from operations for the foreseeable
    future.
   26




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We
    currently have no source of revenue and may never become
    profitable.
    
    the possibility of delays in the collection of clinical trial
    data and the uncertainty of the timing and results of the final
    analysis of our pivotal Phase 3 clinical trial;
    the uncertainty of results of our ongoing pivotal Phase 3
    clinical trial for MyVax, or other clinical trials of MyVax;
    the uncertainty of obtaining regulatory approval for MyVax,
    including regulatory approval for our manufacturing facility and
    process;
    the uncertainty related to the completion of the equipping and
    qualification of our new manufacturing facility, including any
    purchase and installation of additional equipment for the
    facility that may be necessary to provide additional
    manufacturing capacity for the commercialization of MyVax if
    MyVax receives regulatory approval;
    our ability to manufacture commercial quantities of MyVax at
    acceptable cost levels; and
    our ability to successfully market and sell MyVax.    We
    will need significant additional funding and may be unable to
    raise capital when needed, which would force us to delay, reduce
    or eliminate our product development programs or
    commercialization efforts.
    
    fund our operations and clinical trials;
    continue our research and development activities;
    satisfy lease obligations and operating expenses related to our
    new manufacturing and corporate headquarter facility;
    complete the equipping and qualification of our new
    manufacturing facility, including the purchase and installation
    of any additional equipment that may be necessary to achieve
    additional manufacturing capacity for commercialization of MyVax
    if MyVax receives regulatory approval; and
    commercialize MyVax, or any other immunotherapies that we may
    develop, if any such immunotherapies receive regulatory approval.   27




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
    the cost and timing of completing the equipping and
    qualification of our manufacturing facility, including the
    purchase and installation of additional equipment necessary to
    achieve additional manufacturing capacity for commercialization
    of MyVax if MyVax receives regulatory approval;
    the cost of operating our manufacturing facility;
    the rate of progress and magnitude and cost of our product
    development efforts and other research and development
    activities;
    the costs of filing, prosecuting, defending and enforcing any
    patent claims and other intellectual property rights;
    the costs of assembling a BLA for MyVax;
    the costs of manufacturing MyVax for clinical trials;
    the timing and costs related to development of our other product
    candidates;
    the costs and timing of regulatory approval;
    the costs of establishing sales, marketing and distribution
    capabilities;
    the success, if any, of the commercialization of MyVax, if
    regulatory approval is obtained;
    the pace of expansion of administrative and other infrastructure
    expenses required to support the growth of the organization;
    the effect of competing technological and market
    developments; and
    our ability to establish collaborative, licensing or other
    arrangements for the development, sale, marketing or
    distribution of our product candidates and the terms of those
    arrangements.       28




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We
    rely on third parties to conduct our clinical trials. If these
    third parties do not successfully carry out their contractual
    duties or meet expected deadlines, we may not be able to obtain
    regulatory approval for or commercialize MyVax, or any other
    immunotherapies that we may develop.
  follow-up
  We
    rely on third parties to provide materials and services needed
    for the manufacture and testing of MyVax. If these third parties
    do not adequately provide materials or fail to carry out their
    contractual duties or obligations, we may not be able to
    successfully manufacture or commercialize MyVax, or any other
    immunotherapies that we may develop.
    We
    have no experience manufacturing MyVax, or any other
    immunotherapies, for the number of patients and at a cost that
    would enable widespread commercial use.
   29




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We may
    experience difficulties in manufacturing MyVax, or any other
    immunotherapy that we may develop, which could prevent us from
    completing our clinical trials and delay the commercialization
    of MyVax, or any other immunotherapies that we may
    develop.
    
    failure to obtain a sufficient supply of key raw materials of
    suitable quality;
    difficulties in manufacturing MyVax for multiple patients
    simultaneously;
    difficulties in obtaining adequate tumor samples from physicians;
    difficulties in the timely shipping of tumor samples to us or in
    the shipping of MyVax to the treating physicians due to errors
    by third-party carriers, transportation restrictions or other
    reasons;
    difficulties in completing the development and validation of the
    specialized assays required to ensure the consistency of MyVax;
    failure to ensure adequate quality control and assurances in the
    manufacturing process as we increase the production quantities
    of MyVax;
    destruction of, or damage to, tumor samples or MyVax during the
    shipping process due to improper handling by third-party
    carriers, hospitals, physicians or us;
    destruction of, or damage to, tumor samples or MyVax during
    storage at our facilities;
    destruction of, or damage to, tumor samples or MyVax stored at
    clinical
    and/or
    future commercial sites due to improper handling or holding by
    clinicians, hospitals or physicians;
    difficulties in qualifying and effectively operating our new
    manufacturing facility or in procuring or installing any
    additional equipment that may be necessary to conduct
    commercial-scale manufacturing;
    failure to comply with, or significant changes in, regulatory
    requirements, such as FDA regulations and environmental laws;
    destruction of, or damage to, our manufacturing facilities or
    equipment;
    shortages of qualified personnel; and
    difficulties in ensuring the quality and consistency of
    materials and services provided by our suppliers.    We
    currently depend on single source suppliers for critical raw
    materials for manufacturing, as well as other components
    required for the administration of MyVax. The loss of any of
    these suppliers could delay our clinical trials or prevent or
    delay commercialization of MyVax.
   30




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We
    will need to increase the size of our organization, and we may
    experience difficulties in managing growth.
    
    manage our research and development efforts effectively;
    manage our clinical trials effectively;
    integrate additional management, administrative, manufacturing
    and sales and marketing personnel;
    develop and implement our administrative, accounting,
    operations, quality, distribution and management information
    systems and controls; and
    hire, train and retain additional qualified personnel and retain
    our existing personnel. 31




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We
    rely on the availability and condition of our sole manufacturing
    facility in Fremont, California. If the facility were damaged or
    destroyed then our ability to manufacture products would be
    significantly affected and we would be delayed or prevented from
    completing our clinical trials and commercializing MyVax, or any
    other immunotherapies that we may develop.
  back-up
  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 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 commercially
    viable active immunotherapies, or may not provide us with any
    competitive advantages or may be challenged by third parties; 32




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
    we may not develop additional proprietary technologies that are
    patentable; or
    the patents 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.
    Form 10-K
    
    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 33




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
    redesigning our process so it does not infringe which may not be
    possible or could require substantial funds and time.  We are
    not able to prevent others, including potential competitors,
    from using the patient-specific idiotype protein-KLH conjugate,
    comprising a single idiotype protein, that we use in our lead
    product candidate, MyVax, for the treatment of follicular B-cell
    NHL.
    Even
    if MyVax, or any other immunotherapies that we may develop,
    receives regulatory approval, we may still face development and
    regulatory difficulties relating to MyVax, or any other
    immunotherapies that we may develop, in the
    future.
    
    issue warning letters;
    impose civil or criminal penalties;
    suspend our regulatory approval;
    suspend any of our ongoing clinical trials;
    refuse to approve pending applications or supplements to
    approved applications filed by us;
    impose restrictions on our operations, including closing our
    facilities; or
    seize or detain products or require a product recall.  Obtaining
    regulatory approval of our manufacturing process and facility or
    disruptions in our manufacturing process may delay or disrupt
    our commercialization efforts.
   34




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##### Table of Contents



Raising
    additional funds by issuing securities or through collaboration
    and licensing arrangements may cause dilution to existing
    stockholders or require us to relinquish rights to our
    technologies, MyVax or any other immunotherapies that we may
    develop.
    Delays
    in clinical testing could result in increased costs to us and
    delay our ability to generate revenue.
      If
    physicians and patients do not use MyVax or any other
    immunotherapies that we may develop, our ability to generate
    revenue in the future will be limited.
    
    acceptable evidence of safety and efficacy; 35




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
    market acceptance of patient-specific active immunotherapies;
    the prevalence and severity of any side effects;
    potential advantages over alternative treatments;
    ability to produce an active immunotherapy at a competitive
    price;
    convenience and ease of administration;
    publicity concerning our products or competitive products;
    the strength of marketing and distribution support; and
    sufficient third-party coverage or reimbursement.    If we
    are unable to obtain acceptable prices or adequate coverage and
    reimbursement from third-party payors for MyVax, or any other
    immunotherapies that we may develop, our revenues and prospects
    for profitability will suffer.
    
    governmental payors, such as Medicare and Medicaid;
    private health insurers, including managed care
    organizations; and
    other third-party payors.    If our
    competitors are better able to develop and market products that
    are more effective than MyVax, or any other immunotherapies that
    we may develop, our commercial opportunity will be reduced or
    eliminated.
   36




---



##### Table of Contents




    successfully and rapidly complete clinical trials and obtain all
    requisite regulatory approvals in a cost-effective manner;
    reliably and cost-effectively manufacture sufficient quantities
    of MyVax;
    maintain a proprietary position for our manufacturing process
    and other technology;
    obtain appropriate reimbursement approvals for MyVax;
    attract and retain key personnel; and
    build an adequate sales and marketing infrastructure for MyVax.    Form 10-K.
    Our
    efforts to discover, develop and commercialize MyVax for
    indications other than follicular B-cell NHL are at an early
    stage and are subject to a high risk of failure.
   37




---



##### Table of Contents



If we
    are unable to establish sales and marketing capabilities or
    enter into agreements with companies to sell and market MyVax,
    we may be unable to generate product revenue.
    If
    product liability lawsuits are successfully brought against us,
    we will incur substantial liabilities and may be required to
    limit commercialization of MyVax, or any other immunotherapies
    that we may develop.
    
    decreased demand for MyVax, or any other immunotherapies that we
    may develop;
    injury to our reputation;
    withdrawal of clinical trial participants;
    substantial litigation costs;
    substantial monetary awards to patients;
    loss of revenues; and
    the inability to commercialize MyVax, or any other
    immunotherapies that we may develop.    We may
    incur significant costs complying with environmental laws and
    regulations.
   38




---



##### Table of Contents



If we
    use biological and hazardous materials in a manner that causes
    injury or violates laws, we may be liable for
    damages.
    We are
    subject to new legislative efforts, regulatory proposals and
    managed care initiatives that may increase our costs of
    compliance and adversely affect our ability to market our
    products, obtain collaborators and raise capital.
    If we
    fail to attract and keep senior management and key scientific
    personnel, we may be unable to successfully develop MyVax, or
    any other immunotherapies that we may develop, conduct our
    clinical trials and commercialize MyVax, or any other
    immunotherapies that we may develop.
     39




---



##### Table of Contents



Other
    Risks
  Our
    stock price may be volatile, and your investment in our stock
    could decline in value.
    
    announcements of technological innovations or new products by us
    or our competitors;
    the success of our research efforts and clinical trials;
    announcement of FDA approval or non-approval of MyVax, or any
    other immunotherapies that we may develop, or delays in the FDA
    review process;
    actions taken by regulatory agencies with respect to MyVax, or
    any other immunotherapies that we may develop, clinical trials,
    manufacturing process or sales and marketing activities;
    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;
    changes in financial estimates or recommendations by securities
    analysts;
    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.
   40




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##### Table of Contents



The
    ownership interests of our officers, directors and largest
    stockholders could conflict with the interests of our other
    stockholders.
    Future
    sales of our common stock could lower the market price of our
    common stock.
    Form S-3
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.    ITEM 3.
    LEGAL
    PROCEEDINGS.   41




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##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER REPURCHASES OF EQUITY SECURITIES.    Common Stock2006


2005High


Low


High


LowFourth Quarter

$
3.76


$
2.94


$
8.50


$
5.92Third Quarter


6.81



2.33



13.34



6.79Second Quarter


8.87



6.09



13.59



10.70First Quarter


9.70



8.06



16.71



12.10   Holders
    Dividends
   42




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.  The selected financial data set forth below are derived from
    our financial statements. The statement of operations data for
    the years ended December 31, 2006, 2005 and 2004, and the
    balance sheet data as of December 31, 2006 and 2005 are
    derived from our audited financial statements included elsewhere
    in this Form 10-K.
    The statement of operations data for the years ended
    December 31, 2003 and 2002, and the balance sheet data as
    of December 31, 2004, 2003 and 2002 are derived from our
    audited financial statements not included in this Annual Report
    Form 10-K.
    The historical results are not necessarily 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 31,2006


2005


2004


2003


2002(In thousands, except per share data)Statement of Operations
    Data:Operating expenses:Research and development(1)

$
40,241


$
25,867


$
22,571


$
19,678


$
15,915Sales and marketing(1)


2,740



2,704



1,793



1,591



1,338General and administrative(1)

$
8,627



4,938



3,356



2,937



2,832Total operating expenses

$
51,608



33,509



27,720



24,206



20,085Loss from operations


(51,608
)


(33,509
)


(27,720
)


(24,206
)


(20,085
)Loss on extinguishment of
    convertible notes and cancellation of Series E convertible
    preferred stock warrants














(3,509
)


Interest expense


(1,164
)


(26
)


(4
)


(2,845
)


Interest and other income, net

$
3,860



3,111



698



97



221Net loss


(48,912
)


(30,424
)


(27,026
)


(30,463
)


(19,864
)Dividend related to issuance of
    convertible preferred shares and the beneficial conversion
    feature of preferred stock














(18,407
)


Net loss attributable to common
    stockholders

$
(48,912
)

$
(30,424
)

$
(27,026
)

$
(48,870
)

$
(19,864
)Basic and diluted net loss per
    share attributable to common stockholders

$
(1.39
)

$
(1.08
)

$
(1.31
)

$
(11.86
)

$
(11.62
)Shares used in computing basic and
    diluted net loss attributable to common stockholders


35,081



28,271



20,683



4,122



1,710     (1)
    
    Includes non-cash stock-based compensation of the following:  Year Ended December 31,2006


2005


2004


2003


2002(In thousands)Research and development

$
2,072


$
76


$
627


$
1,046


$
589Sales and marketing


262



57



143



176



141General and administrative


2,835



151



210



679



635Total

$
5,169


$
284


$
980


$
1,901


$
1,365   43




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##### Table of Contents



As of December 31,2006


2005


2004


2003


2002(In thousands)Balance Sheet Data:Cash, cash equivalents and
    marketable securities

$
51,682


$
42,358


$
116,509


$
29,790


$
9,422Working capital


42,967



31,932



113,989



26,590



7,929Restricted cash and marketable
    securities


9,579



38,762











Total assets


160,423



115,395



119,865



32,352



11,986Current portion of credit line


1,662















Non-current portion of credit line


3,609















Lease financing liability,
    including accrued interest


41,941



15,787











Convertible preferred stock


















46,853Deficit accumulated during
    development stage


(194,125
)


(145,213
)


(114,789
)


(87,763
)


(38,893
)Total stockholders equity
    (deficit)


102,846



86,948



116,196



28,742



(36,414
)   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
  ®
   44




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##### Table of Contents




    the possibility of delays in the collection of clinical trial
    data and the uncertainty of the timing and results of the final
    analysis of our pivotal Phase 3 clinical trial for MyVax; 45




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##### Table of Contents




    the uncertainty of obtaining regulatory approval for MyVax,
    including regulatory approval for our manufacturing facility and
    process;
    the uncertainty related to completion of the equipping and
    qualification of our new manufacturing facility, including the
    purchase and installation of any additional equipment that may
    be necessary to achieve additional manufacturing capacity for
    commercialization of MyVax, if MyVax receives regulatory
    approval;
    our ability to manufacture commercial quantities of MyVax at
    acceptable cost levels; and
    our ability to successfully market and sell MyVax.    We will need significant additional
    funding and may be unable to raise capital when needed, which
    would force us to delay, reduce or eliminate our product
    development programs or commercialization efforts,
    We currently have no source of revenue and may never
    become profitable, We are dependent on the success
    of our lead product candidate, MyVax, and if clinical trials of
    MyVax, or any other immunotherapies that we may develop, do not
    produce successful clinical trial results, we will be unable to
    commercialize these products Our efforts
    to discover, develop and commercialize MyVax indications other than follicular B-cell NHL are at an early
    stage and are subject to a high risk of failure,
  Critical
    Accounting Policies and Significant Estimates
      Clinical Trial Accruals.
 46




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##### Table of Contents



Stock-Based
    Compensation.
    Share-Based
    Payment, Accounting for Stock-Based Compensation Accounting for Stock Issued
    to Employees.
      stock-based
 47




---



##### Table of Contents



Recent
    Accounting Pronouncements
         48




---



##### Table of Contents



Results
    of Operations
  Research
    and development expenses
  Year Ended December 31,


Annual Percent Change2006


2005


2004


2006/2005


2005/2004(In millions, except percentages)Staffing related

$
18.1


$
12.7


$
9.5



43
%


34
%Clinical trial and manufacturing
    material costs


8.2



6.5



8.5



26
%


(24
)%Amortization of deferred
    stock-based compensation


2.1



0.1



0.6



2000
%


(83
)%Facilities and other costs


11.8



6.6



4.0



79
%


65
%Total research and development
    expenses

$
40.2


$
25.9


$
22.6



55
%


15
%          49




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##### Table of Contents



Sales
    and marketing expenses
  Year Ended December 31,


Annual Percent Change2006


2005


2004


2006/2005


2005/2004(In millions, except percentages)Staffing related

$
1.1


$
1.1


$
0.5



0
%


120
%Product advocacy costs


0.6



1.0



1.0



(40
)%


0
%Amortization of deferred
    stock-based compensation


0.3



0.1



0.1



200
%


0
%Facilities and other costs


0.7



0.5



0.2



40
%


150
%Total sales and marketing expenses

$
2.7


$
2.7


$
1.8



0
%


50
%           General
    and administrative expenses
  Year Ended December 31,


Annual Percent Change2006


2005


2004


2006/2005


2005/2004(In millions, except percentages)Staffing related

$
2.7


$
2.3


$
1.4



17
%


64
%Legal, professional fees and
    insurance


2.0



1.5



1.1



33
%


36
%Amortization of deferred
    stock-based compensation


2.8



0.2



0.2



1300
%


0
%Facilities and other costs


1.1



0.9



0.6



22
%


50
%Total general and administrative
    expenses

$
8.6


$
4.9


$
3.3



76
%


48
%        50




---



##### Table of Contents



Interest
    Expense
  Year Ended December 31,


Annual Percent Change2006


2005


2004


2006/2005


2005/2004(In thousands, except percentages)Interest expense

$
1,164.0


$
26.0


$
4.0



4377
%


550
%   EITF 97-10.
  Interest
    and Other Income, Net
  Year Ended December 31,


Annual Percent Change2006


2005


2004


2006/2005


2005/2004(In millions, except percentages)Interest and other income, net

$
3.9


$
3.1


$
0.7



24
%


343
%     Liquidity
    and Capital Resources
  As of December 31,2006


2005


2004(In millions)Cash, cash equivalents and
    marketable securities (inclusive of $9.6 million and
    $38.8 million on December 31, 2006 and
    December 31, 2005 respectively, which is restricted as to
    its use)

$
61.3


$
81.1


$
116.5   Year Ended December 31,2006


2005


2004Cash flows:Net cash used in operating
    activities

$
(43.8
)

$
(29.3
)

$
(25.8
)Net cash used in investing
    activities

$
(20.9
)

$
(31.0
)

$
(57.3
)Net cash provided by financing
    activities

$
82.5


$
0.9


$
113.3    51




---



##### Table of Contents



52




---



##### Table of Contents



Payments Due by PeriodLess Than


1 - 3


4 - 5


BeyondTotal


1 Year


Years(1)


Years(2)


5 YearsContractual
    obligations:Non-cancelable lease financing
    obligations, including interest, related to new building lease
    agreements

$
108,439


$
6,394


$
13,368


$
14,182


$
74,495Credit line payment obligations


5,271



1,662



3,609







Non-cancelable operating lease
    obligations related to other facilities


41



41











Total contractual obligations

$
113,751


$
8,097


$
16,977


$
14,182


$
74,495    53




---



##### Table of Contents



No. 97-10, The Effect of Lessee Involvement in Asset
    Construction, EITF 97-10,
  Accounting for Leases,
     54




---



##### Table of Contents



Form 10-K. EITF 97-10.
    Off-Balance
    Sheet Arrangements
  Regulation S-K.
 55




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Interest Rate Risk.
     56




---



##### 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)


58Report of
    Independent Registered Public Accounting Firm
    (PricewaterhouseCoopers LLP)


60Balance
    Sheets


61Statements of
    Operations


62Statements of
    Stockholders Equity (Deficit)


63Statements of Cash
    Flows


67Notes to the
    Financial Statements


70  57




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
  Internal Control  Integrated Framework
       58




---



##### Table of Contents



Internal
    Control  Integrated Framework Internal Control 
    Integrated Framework
    
    59




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM        
    60




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)BALANCE SHEETS
  December 31,2006


2005(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
18,540


$
731Marketable securities


33,142



41,627Prepaid expenses and other current
    assets


3,312



2,210Total current assets


54,994



44,568Restricted cash and marketable
    securities


9,579



38,762Property and equipment, net


93,479



31,065Other assets


2,371



1,000Total assets

$
160,423


$
115,395LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
5,551


$
4,084Accrued and other current
    liabilities


4,814



4,128Lease financing liability






4,400Current lease obligations






24Current portion of credit line


1,662



Total current liabilities


12,027



12,636Lease financing liability


40,203



14,997Accrued interest


1,738



790Noncurrent lease obligations






24Noncurrent portion of credit line


3,609



Total liabilities


57,577



28,447Commitments and contingencies
    (Note 6)Stockholders equity:Common stock, $0.001 par
    value, 65,000,000 shares authorized; Issued and
    outstanding: 36,052,685 shares at December 31, 2006
    and 28,454,385 shares at December 31, 2005


36



28Additional paid-in capital


296,962



232,620Deferred stock-based compensation


(19
)


(166
)Accumulated other comprehensive
    loss


(8
)


(321
)Deficit accumulated during the
    development stage


(194,125
)


(145,213
)Total stockholders equity


102,846



86,948Total liabilities and
    stockholders equity

$
160,423


$
115,395    61




---



##### 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 31,2006


2005


2004


2006(In thousands, except per share data)Operating expenses:Research and development

$
40,241


$
25,867


$
22,571


$
141,174Sales and marketing


2,740



2,704



1,793



10,167General and administrative


8,627



4,938



3,356



26,149Total operating expenses


51,608



33,509



27,720



177,490Loss from operations


(51,608
)


(33,509
)


(27,720
)


(177,490
)Loss on extinguishment of
    convertible notes and cancellation of Series E convertible
    preferred stock warrants














(3,509
)Interest expense


(1,164
)


(26
)


(4
)


(4,172
)Interest and other income, net


3,860



3,111



698



9,453Net loss


(48,912
)


(30,424
)


(27,026
)


(175,718
)Dividend related to issuance of
    convertible preferred shares and the beneficial conversion
    feature of preferred stock














(18,407
)Net loss attributable to common
    stockholders

$
(48,912
)

$
(30,424
)

$
(27,026
)

$
(194,125
)Basic and diluted net loss per
    share attributable to common Stockholders

$
(1.39
)

$
(1.08
)

$
(1.31
)Shares used in computing basic and
    diluted net loss attributable to common stockholders


35,081



28,271



20,683    62




---



##### 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, 2006
  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
) 63




---



##### 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)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
) 64




---



##### 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)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



















358Issuance 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
) 65




---



##### 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)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
)

$
102,846    66




---



##### 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 31,2006


2005


2004


2006(In thousands)Cash flows from operating
    activities:Net loss

$
(48,912
)

$
(30,424
)

$
(27,026
)

$
(175,718
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


2,719



1,140



771



8,275Loss on disposal of assets














29Stock-based compensation expense


5,168



284



980



10,156Loss 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:Prepaids and other assets


37



(1,054
)


(504
)


(1,999
)Accounts payable


(2,399
)


(40
)


(707
)


(548
)Accrued and other current
    liabilities


(392
)


780



704



1,703Net cash used in operating
    activities


(43,779
)


(29,314
)


(25,782
)


(151,722
)Cash flows from investing
    activities:Purchase of property and equipment


(58,895
)


(5,770
)


(749
)


(70,953
)Purchases of marketable securities


(186,643
)


(145,107
)


(129,658
)


(461,408
)Sales of marketable securities


53,022



80,803



12,731



146,556Sales of restricted cash and
    marketable securities


29,183











29,183Purchases of restricted cash and
    marketable securities






(38,762
)






(38,762
)Maturities of marketable securities


142,419



78,871



60,411



281,701Long term cash deposits






(1,000
)






(1,167
)Net cash used in investing
    activities


(20,914
)


(30,965
)


(57,265
)


(114,850
) 67




---



##### Table of Contents



CumulativePeriod fromAugust 15, 1996(Date of Inception)Year Ended December 31,


to December 31,2006


2005


2004


2006(In thousands)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










(353
)


33,735Net proceeds from issuance of
    common stock related to public offering


58,450







55,718



114,168Net proceeds from issuance of
    common stock related to private placement






(163
)


57,420



57,257Borrowings under lines of credit


5,459











14,245Repayment of borrowings under
    lines of credit


(188
)










(8,974
)Proceeds from issuance of
    convertible notes and warrants














6,060Proceeds from issuance of common
    stock under stock plans


879



1,136



596



3,263Proceeds from exercise of
    Series D warrants














135Repurchase of unvested common stock






(4
)


(49
)


(87
)Proceeds from note receivable from
    stockholder










48



102Principal payments on capital
    lease obligations


(48
)


(46
)


(36
)


(134
)Long term and short term cash
    deposits


(1,365
)










(1,365
)Repayment on lease financing
    liability


(3,327
)










(3,327
)Proceeds from lease financing
    liability


22,642











22,642Net cash provided by financing
    activities


82,502



923



113,344



285,112Net increase (decrease) in cash
    and cash equivalents


17,809



(59,356
)


30,297



18,540Cash and cash equivalents,
    beginning of period


731



60,087



29,790



Cash and cash equivalents, end of
    period

$
18,540


$
731


$
60,087


$
18,540Supplemental
    disclosure:Cash paid for interest

$
76


$
26


$
4


$
226 68




---



##### Table of Contents



CumulativePeriod fromAugust 15, 1996(Date of Inception)Year Ended December 31,


to December 31,2006


2005


2004


2006(In thousands)Supplemental 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

$



$



$
(353
)

$
0Accrued offering costs for
    issuance of common stock related to private placement

$



$



$
150


$
150Acquisition of property and
    equipment under capital leases

$



$



$
82


$
134Accrued cost for acquisition of
    property and equipment

$
4,943


$
4,043


$
219


$
9,205Receivable from issuance of common
    stock under stock plan

$



$



$
11


$
11Change in unrealized losses on
    marketable securities

$
313


$
(227
)

$
(94
)

$
(8
)Capitalized building shells and
    related interest(Note 6)

$
(1,294
)

$
(20,196
)

$



$
(21,490
)Lease financing liability
    (Note 6)

$
1,491


$
19,406


$



$
20,897    69




---



##### 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
  (B-cell
  Liquidity
  line-of-credit
  Form S-3
    Basis
    of Presentation
   70




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   Reclassifications
    Use of
    Estimates
    Concentrations
    of Credit Risk
    Cash
    and Cash Equivalents
    Marketable
    Securities
  available-for-sale. Available-for-sale available-for-sale
   71




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   Certain
    Risks and Uncertainties
        Property
    and Equipment
  No. 97-10, The Effect of Lessee Involvement in Asset Construction (EITF 97-10) 
  EITF 97-10 No. 97-10
   72




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Research
    and Development
    Advertising
    Costs
    Impairment
    of Long-lived Assets
    Stock-based
    Compensation
  Share-Based
    Payment, Accounting for Stock-Based Compensation Accounting for Stock Issued
    to Employees.
    Income
    Taxes
  Accounting for
    Income Taxes.
 73




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   Segment
    Reporting
  Disclosures
    about Segments of an Enterprise and Related
    Information.
  Recent
    Accounting Pronouncements
          NOTE 2
    
    NET LOSS PER SHARE   74




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
     Year Ended December 31,2006


2005


2004Numerator:Net loss attributable to common
    stockholders

$
(48,912
)

$
(30,424
)

$
(27,026
)Denominator:Weighted average common shares
    outstanding


35,082



28,281



20,717Less: Weighted average unvested
    common shares subject to repurchase


(1
)


(10
)


(34
)Denominator for basic and diluted
    calculations


35,081



28,271



20,683Net loss per share attributable to
    common stockholders, basic and diluted

$
(1.39
)

$
(1.08
)

$
(1.31
)     Year Ended December 31,2006


2005


2004Shares issuable upon exercise of
    stock options


3,871



2,684



1,577Shares issuable upon exercise of
    warrants


267



267



267Shares issuable related to ESPP


39







4Common stock subject to repurchase


1



3



184,178



2,954



1,866   NOTE 3 
    RESTRICTED CASH AND MARKETABLE SECURITIES
   75




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   available-for-sale, available-for-sale
  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     AmortizedCost


Fair ValueLess than one year

$
9,073


$
9,071Due in 1-5 years


27,144



27,144Due in 5-10 years


1,175



1,169Due after 10 years


5,243



5,243$
42,635


$
42,627   available-for-sale
  Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair ValueCertificate of deposit

$
1,000


$



$



$
1,000Corporate bonds


36,299



7



(91
)


36,215U.S. government and agency
    securities


43,411







(237
)


43,174Total
    available-for-sale
    marketable securities

$
80,710


$
7


$
(328
)

$
80,389    76




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   NOTE 4 
    PROPERTY AND EQUIPMENT
    December 31,2006


2005Leasehold improvements

$
67,139


$
3,361Building shells (in accordance
    with
    EITF 97-10 
    see Note 6)


21,144



Computer and laboratory equipment


10,286



5,342Furniture and fixtures


1,308



230Construction in progress


1,630



27,586101,507



36,519Less: Accumulated depreciation and
    amortization


(8,028
)


(5,454
)$
93,479


$
31,065       NOTE 5 
    ACCRUED AND OTHER CURRENT LIABILITIES
    December 31,2006


2005Construction in progress related

$
1,077


$
1,843Accrued salaries and bonus


1,164



840Other accrued compensation and
    benefits


1,107



703Professional fees


115



250Clinical trials


530



178Other


821



314$
4,814


$
4,128   NOTE 6 
    COMMITMENTS AND CONTINGENCIES
   77




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
       EITF 97-10
  No. 97-10, EITF 97-10,
  Accounting for Leases
 78




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
          LeasesYear Ending
    December 31:2007

$
6,4342008


6,5852009


6,7832010


6,9862011


7,196Thereafter


74,495Total minimum lease payments

$
108,479       Indemnification
   79




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    NOTE 7 
    CONVERTIBLE PREFERRED STOCK (PREFERRED
    STOCK)
  one-to-one
  NOTE 8 
    LINES OF CREDIT, CONVERTIBLE NOTES AND WARRANTS
     80




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
       NOTE 9 
    COMMON STOCK
              NOTE 10 
    STOCK OPTION PLANS AND OTHER EMPLOYEE BENEFITS
  1996
    Stock Option Plan
   81




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   36-month
    2003
    Equity Incentive Plan
      2003
    Non-Employee Directors Stock Option Plan
   82




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   pro rata
    2003
    Employee Stock Purchase Plan
    24-month 24-month
  401(k)
    Savings Plan
  full-time
 83




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   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
)

$
1.73 84




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  Options OutstandingWeighted AverageNumber of


Exercise Price perShares


ShareBalances 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


$
8.80          85




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
       Employee StockEmployee Stock Options


Purchase PlanYear Ended December 31,


Year Ended December 31,2006


2005


2004


2006


2005


2004Weighted-average per share
    estimated fair value

$
3.87


$
12.13


$
10.26


$
1.79


$
6.65


$
3.47Expected term in years


6.25



4.00



4.00



0.49



0.77



0.79Volatility


57
%


65
%


76
%


61
%


61
%


64
%Risk-free interest rates


4.86
%


3.84
%


3.30
%


4.75
%


3.10
%


1.33
%     Year EndedDecember 31,2006Statement of Operations
    ClassificationResearch and development

$
2,093Sales and marketing


279General and administration


2,811Total

$
5,183  86




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##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2006Increase in operating expenses due
    to adoption of SFAS 123R

$
5,183Increase in loss from operations
    due to adoption of SFAS 123R


5,183Increase in net loss attributable
    to common stockholders due to adoption of SFAS 123R

$
5,183Increase in basic and diluted net
    loss per share attributable to common stockholders

$
0.15     Periods
    prior to the adoption of SFAS 123R
  Accounting for Stock-Based Compensation, Transition and
    Disclosure.
       87




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##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2005


2004Net loss attributable to common
    stockholders, as reported

$
(30,424
)

$
(27,026
)Add: Employee stock-based
    compensation included in reported net earnings


162



980Deduct: Employee total stock-based
    compensation determined under fair value method


(6,904
)


(3,616
)Adjusted net loss attributable to
    common stockholders

$
(37,166
)

$
(29,662
)Basic and diluted net loss per
    share attributable to common stockholders:As reported

$
(1.08
)

$
(1.31
)Adjusted

$
(1.31
)

$
(1.43
)     General
    Stock Option Information 
    Options


Number of


WeightedAvailable


Options


Averagefor Grant


Outstanding


Exercise Price(In thousands)Beginning of period


**4,226



2,684


$
10.24Granted


(1,670
)


1,670



6.62Exercised






(47
)


2.37Canceled


367



(367
)


9.58Expired


70



(70
)


11.92Plan Shares Expired from 1996
    Plan


(402
)






End of period


2,591



3,870


$
8.80    88




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##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
       **
    
    Includes 1.473 million shares of common stock automatically
    added to the Incentive Plan reserves on January 1, 2006 in
    accordance with the provisions of the Incentive Plan.    WeightedNumber of


AverageUnvested


Grant-DateShares


Fair Value(In thousands)Unvested at December 31, 2005


1,878


$
11.04Granted


1,670



6.62Vested


(825
)


4.42Forfeited


(367
)


9.58Unvested at December 31, 2006


2,356



8.44    89




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##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
     WeightedAverage

Weighted


AggregateNumber


Remaining

Average


IntrinsicRange of Exercise Prices

Outstanding


Contractual Life

Exercise Price


Value(In thousands)$ 0.45  2.92


633,830


8.02 years

$
2.50


$
647$ 2.97  3.52


29,167


6.64 years


2.97



16$ 3.53  7.97


608,052


9.26 years


6.84



$ 8.00  8.00


434,645


9.32 years


8.00



$ 8.06  9.50


389,095


8.71 years


8.69



$ 9.55  9.97


461,233


7.49 years


9.81



$10.15  12.33


387,251


8.09 years


11.96



$12.50  12.50


587,133


8.25 years


12.50



$12.60  15.51


265,000


7.57 years


13.95



$15.87  15.87


75,000


8.02 years


15.87



$ 0.45  15.87


3,870,406


8.37 years


8.80


$
663       Number


Weighted


AggregateVested and


Average


IntrinsicRange of Exercise Prices

Exercisable


Exercise Price


Value(In thousands)$ 0.45  2.92


274,282


$
1.98


$
422$ 2.97  3.52


12,500



2.97



7$ 3.53  7.97


72,056



7.20



$ 8.00  8.00


75,472



8.00



$ 8.06  9.50


113,450



8.92



$ 9.55  9.97


301,802



9.81



$10.15  12.33


197,738



11.96



$12.50  12.50


249,556



12.50



$12.60  15.51


180,312



13.54



$15.87  15.87


37,500



15.87



$ 0.45  15.87


1,514,668



9.37


$
429    90




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##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
   NOTE 11 
    INCOME TAXES
    Year Ended December 31,2006


2005


2004U.S. federal taxes (benefit)
    at statutory rate

$
(16,630
)

$
(10,344
)

$
(9,189
)Unutilized net operating losses


16,500



10,207



9,002Stock-based compensation


113



96



178Other


17



41



9Total

$



$



$
         December 31,2006


2005Deferred tax assets:Net operating loss carryforwards

$
56,009


$
40,294Research credits


9,170



6,821Capitalized research


7,836



4,110Reserves and accruals


2,238



823Depreciation and amortization


7,067



1,029Total deferred tax assets


82,320



53,077Valuation allowance


(82,320
)


(53,077
)Net deferred tax assets

$



$
      91




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##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    NOTE 12 
    STATEMENT OF CASH FLOWS
      Statement of Cash Flows

As Originally





Effect ofYear Ended December 31, 2005

Reported


As Adjusted


Change(In thousands)Cash flows from investing
    activities:Purchase of marketable securities

$
(256,244
)

$
(145,107
)

$
111,137Sales of marketable securities


86,716



80,803



(5,913
)Maturities of marketable securities


184,095



78,871



(105,224
)Net cash used in investing
    activities

$
14,567


$
14,567


$
   Statement of Cash Flows

As Originally





Effect ofYear Ended December 31, 2004

Reported


As Adjusted


Change(In thousands)Cash flows from investing
    activities:Purchase of marketable securities

$
(159,772
)

$
(129,658
)

$
30,114Sales of marketable securities


22,173



12,731



(9,442
)Maturities of marketable securities


81,083



60,411



(20,672
)Net cash used in investing
    activities

$
(56,516
)

$
(56,516
)

$
   NOTE 13 
    QUARTERLY FINANCIAL DATA (UNAUDITED)
   92




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##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
    NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    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   First


Second


Third


Fourth2005

Quarter


Quarter


Quarter


Quarter(In thousands, except per share data)Net loss

$
(6,996
)

$
(7,532
)

$
(7,133
)

$
(8,763
)Basic and diluted net loss per
    share

$
(0.25
)

$
(0.27
)

$
(0.25
)

$
(0.31
)Shares used in computation of
    basic and diluted net loss per share


28,176



28,228



28,250



28,384  93




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
  Rule 13a-15(e). Form 10-K
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
    Internal Control 
    Integrated Framework
  Internal
    Control  Integrated Framework
 94




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Form 10-K
  Form 8-K Form 8-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.   95




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES.  Form 10-K:
  Financial Statements.
  PageReport of Independent Registered
    Public Accounting Firm (Deloitte & Touche LLP)


58Report of Independent Registered
    Public Accounting Firm (PricewaterhouseCoopers LLP)


60Balance Sheets


61Statements of Operations


62Statements of Stockholders
    Equity (Deficit)


63Statements of Cash Flows


67Notes to the Financial Statements


70   Financial Statement Schedules.
  Exhibits.
 96




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##### Table of Contents



SIGNATURES  Form 10-K
    By: /s/  Dan
    W. Denney, Jr.     POWER OF
    ATTORNEY
  Know All Persons by these Presents Dan W.
    Denney Jr., Ph.D. and John M. Vuko attorneys-in-fact Form 10-K, attorneys-in-fact attorney-in-fact
  Form 10-K
  Signature

Title

Date/s/  DAN
    W. DENNEY, JR.Dan
    W. Denney, Jr.

Chief Executive Officer and
    Director (Principal Executive Officer)

March 14, 2007/s/  JOHN
    M. VUKOJohn
    M. Vuko

Chief Financial Officer(Principal Financial and
    Accounting Officer)

March 14, 2007/s/  GORDON
    D. DENNEYGordon
    D. Denney

Director

March 14, 2007/s/  GREGORY
    ENNISGregory
    Ennis

Director

March 14, 2007/s/  STANFORD
    C. FINNEYStanford
    C. Finney

Director

March 14, 2007/s/  RONALD
    GOODERonald
    Goode

Director

March 14, 2007/s/  WILLIAM
    A. HASLERWilliam
    A. Hasler

Director

March 14, 2007  97




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Description3
.1

Amended and Restated Certificate
    of Incorporation of Genitope Corporation.(1)3
.2

Amended and Restated Bylaws of
    Genitope Corporation.(2)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*

2003 Equity Incentive Plan and
    Form of Stock Option Agreement under the 2003 Equity Incentive
    Plan.(2)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.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.(3)10
.11

Security Agreement, dated
    December 15, 2005, between the Registrant and Comerica
    Bank.(3)10
.12

Lease, dated March 10, 2005,
    between Metropolitan Life Insurance Corporation and the
    Registrant.(4)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.(5)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.(5)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.(5)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.(5)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.(6)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.(6) 98




---



##### Table of Contents



ExhibitNumber

Description10
.22*

Summary of 2006 Management
    Incentive Compensation Plan.(7)10
.23*

Compensation Arrangements for
    Non-Employee Directors of the Registrant.(8)10
.24*

Compensation Information for Named
    Executive Officers.(7)10
.25

Underwriting Agreement, dated as
    of February 7, 2006, by and among the Registrant and WR
    Hambrecht & Co., LLC, RBC Capital Markets, Brean Murray
    Carret & Co., LLC and Punk, Ziegel and Company.(9)10
.26

Master Security Agreement dated as
    of October 31, 2006, by and among Registrant and General
    Electric Capital Corporation.(10)10
.27

Promissory Note dated
    October 31, 2006 issued by Registrant to General Electric
    Capital Corporation.(10)10
.28

Security Deposit Pledge Agreement,
    dated October 31, 2006, by and among Registrant and General
    Electric Capital Corporation.(10)10
.29

Fourth Amendment to Sublease dated
    May 25, 2006, between Regen Biologics, Inc. and Genitope
    Corporation.(11)10
.30

Amendment No. 1 dated
    June 27, 2006, to the Standard Form of Agreement (AIA
    Document A121) between Genitope Corporation and XL Construction
    Corporation, dated December 19, 2005 for the building
    located at 6900 Dumbarton Circle, Fremont, California.(12)10
.31

Amendment No. 1 dated
    June 27, 2006, to the Standard Form of Agreement (AIA
    Document A121) between Genitope Corporation and XL Construction
    Corporation, dated December 19, 2005 for the building
    located at 6800 Dumbarton Circle, Fremont, California.(12)10
.32

Promissory Note dated
    December 22, 2006 issued to General Electric Capital
    Corporation.(13)10
.33

Security Deposit Pledge Agreement
    dated December 22, 2006 by and among the Registrant and
    General Electric Capital Corporation.(13)10
.34*

Severance Agreement dated
    December 22, 2006 by and between the Registrant and Bonnie
    Charpentier.(13)23
.1

Consent of Deloitte &
    Touche LLP, Independent Registered Public Accounting FirmConsent 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.1.
    
    Filed as an Exhibit to Genitope Corporations Registration
    Statement on
    Form S-3
    (File
    No. 333-128357),
    as filed with the Securities and Exchange Commission on
    September 16, 2005, 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 Current
    Report on
    Form 8-K,
    as filed with the Securities and Exchange Commission on
    December 19, 2005, and incorporated herein by reference.4.
    
    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.5.
    
    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. 99




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##### Table of Contents



6.
    
    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.7.
    
    Filed as an Exhibit to Genitope Corporations Current
    Report on
    Form 8-K
    as filed with the Securities and Exchange Commission on
    May 3, 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
    June 6, 2005, 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
    February 7, 2006, 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
    November 3, 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
    May 31, 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
    July 3, 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
    December 29, 2006, and incorporated herein by reference. 100