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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2005ORo

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
    incorporation or organization)

(I.R.S. Employer
    Identification No.)525 Penobscot Drive
    Redwood City, CA 94063(Address of principal
    executive offices, including zip code)

(650) 482-2000(Registrants
    telephone number, including area code)   Securities registered pursuant to section 12(b) of the
    Act:  None
  Securities registered pursuant to Section 12(g) of the
    Act:  Common Stock, $0.001 par value per share
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated filer o
    Accelerated
    filer þ
    Non-accelerated
    filer 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


23Item 1B.

Unresolved Staff
    Comments


39Item 2.

Properties


39Item 3.

Legal
    Proceedings


40Item 4.

Submission of
    Matters to a Vote of Security Holders


40PART IIItem 5.

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


40Item 6.

Selected Financial
    Data


41Item 7.

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


42Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


54Item 8.

Financial
    Statements and Supplementary Data


55Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


83Item 9A.

Controls and
    Procedures


83Item 9B.

Other
    Information


84PART IIIItem 10.

Directors and
    Executive Officers of the Registrant


84Item 11.

Executive
    Compensation


85Item 12.

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


85Item 13.

Certain
    Relationships and Related Transactions


85Item 14.

Principal
    Accountant Fees and Services


85PART IVItem 15.

Exhibits, Financial
    Statement Schedules


86SIGNATURES


87EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1     ® ® ®




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PART I
  Forward-Looking
    Statements
  This annual report on
    Form 10-K
    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 next planned interim analyses on 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 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 build-out, equipping and qualification of our new
    manufacturing facility and corporate headquarters;
    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, and
    potential benefits of our monoclonal antibody panel; and
    our estimates regarding anticipated operating losses, future
    revenues, capital requirements and our needs for additional
    financing.  These 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. These forward-looking statements involve risks
    and uncertainties that could cause our actual results to differ
    materially form those expressed or implied in the
    forward-looking statements. The risks discussed in Risk
    Factors, under Part 1, Item 1A below, and
    elsewhere in this 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
  follow-up
  Sales
    and Marketing
    Manufacturing
  ®
   2




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Corporate
    Information
  (650) 482-2000.
  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.
    Current Treatments.
   4




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and/or
    Active
    Idiotype Immunotherapy
    B-cells,
    time-to-disease Time-to-disease time-to-disease time-to-disease time-to-disease
 5




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Blood
  Median Time


Medianto Disease


SurvivalPatients


Progression


TimeTotal


41



4.4 years



Not ReachedImmune Response Positive


20



7.9 years
*


Not ReachedImmune Response Negative


21



1.3 years



7.0 years
*     *
    
    Indicates a median calculated based on available data using
    Kaplan-Meier analysis. Kaplan-Meier analysis is a statistical
    calculation that allows for the estimation of a median time when
    not all of the patients have reached the event being measured
    (e.g., survival or progression) at the time of analysis.  Nature
    Medicine
    
    the need for a relatively large sample of fresh tumor cells,
    requiring a surgical biopsy;
    the need for rapid processing, as viable tumor cells are
    required;
    a 10% to 20% failure rate;
    inconsistent and variable manufacturing timelines which
    frequently fall outside the desired clinical treatment
    timeline; and
    low productivity on a per technician basis.  MyVax
    Personalized Immunotherapy
   6




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Efficacious and lasting treatment:
  Safety:
  Ease of administration: 30-minute
  Ease of sample collection: on-site
  Efficient manufacturing:
  Commercial feasibility:
  Monoclonal
    Antibody Program
     7




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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.
  Commercialize MyVax for other types of
    cancers.
  Leverage our technology to other types of immunotherapies for
    other diseases.
 8




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MyVax
    Clinical Development Program
    No. of

Median TimeClinical

Patients

to DiseaseIndication

Trial No.

Phase

Treated

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

56

Treatment phase in process

Closed to enrollment 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

OngoingAggressive B-cell NHL Patients in first
    remission following chemotherapy

9902

Phase 2

27 Schedule A: 5
    immunizations over 24 weeks

9902-A

Phase 2

14

10.8 months

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

9902-B

Phase 2

13

15.7 months

Treatment phase completed; patients
    in long-term
    follow-upChronic Lymphocytic
    Leukemia

2005-#11

Phase 2

40 expected

Enrolling patients

Phase 2 clinical trial
    initiated in February 2006     *
    
    measured from the end of chemotherapy.  Pivotal
    Phase 3 Follicular B-cell NHL Clinical
    Trial  the 2000#03 Trial
   9




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24-week follow-up follow-up
  Supporting
    Phase 2 Follicular B-cell NHL Clinical
    Trial  the 9901 Trial
   10




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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
  time-to-disease
 11




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time-to-disease
  Phase 2
    Aggressive B-cell NHL Clinical Trial  the 9902
    Trial
    24-week 18-week
  time-to-disease 24-week time-to-disease
  Additional
    Clinical Programs
   12




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Manufacturing
    Process
    
    Molecular
    Biology
    Cell
    Culture
     13




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Production
    and Key Suppliers
            Manufacturing
    Safeguards
   14




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Additional
    Hi-GET Technology Applications
    Competition
      first-line B-cell
   15




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Sales and
    Marketing
    Intellectual
    Property
        and/or
 16




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obviousness-type obviousness-type and/or
          Government
    Regulation
  Regulation
    of MyVax and Any Other Active Immunotherapies that We May
    Develop in the United States and Canada
     17




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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.   18




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
    the objectives of the study;
    the parameters to be used to monitor safety; and
    the efficacy criteria to be evaluated.           19




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and/or and/or
  direct-to-consumer
      Other
    Regulations
    Employees
    Research
    and Development
  B-cell
 20




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Executive
    Officers of the Registrant
    Name

Age

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


52


Chairman, Chief Executive Officer
    and DirectorJohn M. Vuko


55


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


45


Vice President, ManufacturingSteven Chamow, Ph.D.


52


Vice President, Process SciencesBonnie
    Charpentier, Ph.D.


54


Vice President, Regulatory AffairsThomas DeZao


48


Vice President, Strategic
    Marketing and SalesClaude Miller


55


Vice President, QualityDave Miller


59


Vice President, Information
    TechnologyThomas Theriault, Ph.D.


43


Vice President, ResearchLaura Randall Woodhead


38


Vice President, Legal Affairs   Dan W. Denney Jr., Ph.D.
  John M. Vuko
  Michael J. Buckley, Ph.D.
  Steven Chamow, Ph.D.
  Bonnie Charpentier, Ph.D.
 21




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Thomas DeZao
  Claude Miller
  H. David Miller
  Thomas Theriault, Ph.D.
  Laura Randall Woodhead
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330.
 22




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Form 8-K Form 8-K
  ITEM 1A.
    RISK
    FACTORS  Risks
    Related to Our Business
  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 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 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.  time-to-disease time-to-disease time-to-disease
 23




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We have
    incurred significant operating losses since inception and
    anticipate that we will continue to incur substantial losses for
    the foreseeable future.
    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 of the second interim
    analysis of our pivotal Phase 3 clinical trial;
    the uncertainty of results of our ongoing pivotal Phase 3
    clinical trial for MyVax;
    the uncertainty of obtaining regulatory approval for MyVax,
    including regulatory approval for our manufacturing facility and
    process;
    the uncertainty related to completion of build-out, equipping
    and qualification of our new manufacturing facility;
    our ability to manufacture commercial quantities of MyVax at
    acceptable cost levels; and
    our ability to successfully market and sell MyVax.   24




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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;
    complete the build-out, equipping and qualification of a
    manufacturing facility; and
    commercialize MyVax, or any other immunotherapies that we may
    develop, if any such immunotherapies receive regulatory approval.      
    the cost and timing of completing the build-out and equipping of
    our manufacturing facility(s) and corporate headquarters;
    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 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.     25




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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.
    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.
    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.
   26




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
    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 building-out, qualifying and effectively
    operating a commercial-scale manufacturing facility;
    failure to comply with, or significant changes in, regulatory
    requirements, such as FDA regulations and environmental laws;
    damage to or destruction of 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.
   27




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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.  We rely
    on the availability and condition of our sole manufacturing
    facility in Redwood City, California. If we are not able to
    renew the subleases or if the facility is damaged or destroyed
    and our new manufacturing facility has not yet been completed,
    then our ability to manufacture products will be significantly
    affected and we will be delayed or prevented from completing our
    clinical trials and commercializing MyVax, or any other
    immunotherapies that we may develop.
   28




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Because
    it is difficult and costly to protect our proprietary rights, we
    may not be able to ensure their protection.
            
    we might not have been the first to make the inventions covered
    by each of our 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;
    we may not develop additional proprietary technologies that are
    patentable; or
    the patents of others may have an adverse effect on our business.   29




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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.
        
    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 court prohibiting us from selling or licensing our product
    unless the patent holder licenses the patent to us, which it is
    not required to do;
    if a license is available from a patent holder, we may have to
    pay substantial royalties or grant cross-licenses to our
    patents; and
    redesigning our process so it does not infringe which may not be
    possible or could require substantial funds and time. 30




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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 indolent B-cell
    NHL.
    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.
    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. 31




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Obtaining
    regulatory approval of our manufacturing process and facility or
    disruptions in our manufacturing process may delay or disrupt
    our commercialization efforts.
        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.
   32




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The
    commercial success of MyVax, or any other immunotherapies that
    we may develop, will depend upon the degree of market acceptance
    of these products among physicians, patients, health care payors
    and the medical community.
    
    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;
    relative 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 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.   33




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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.
      
    successfully and rapidly complete clinical trials and obtain all
    requisite regulatory approvals in a cost-effective manner;
    maintain a proprietary position for our manufacturing process
    and other technology;
    attract and retain key personnel; and
    build an adequate sales and marketing infrastructure for MyVax.      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.
   34




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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.   35




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We may
    incur significant costs complying with environmental laws and
    regulations.
    If we use
    biological and hazardous materials in a manner that causes
    injury or violates laws, we may be liable for damages.
    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.
      We
    reported a material weakness in our internal control over
    financial reporting. We will need to implement additional
    finance and accounting systems, procedures and controls as we
    grow our business and organization and to satisfy new reporting
    requirements.
   36




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Form 10-K.
  The
    adoption of Statement of Financial Accounting Standard
    No. 123R and changes to existing accounting pronouncements
    or taxation rules or practices may affect how we conduct our
    business and affect our reported results of
    operations.
  Share Based
    Payment An Amendment of FASB Statements
    No. 123 and 95, (SFAS 123R)
  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;
    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;
    the success of our research efforts and clinical trials; 37




---



##### Table of Contents




    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 an acquisition of us, which may be beneficial to our
    stockholders, more difficult and may prevent attempts by our
    stockholders to replace or remove our current
    management.
    The
    ownership interests of our officers, directors and largest
    stockholders could conflict with the interests of our other
    stockholders.
   38




---



##### Table of Contents



Future
    sales of our common stock could lower the market price of our
    common stock.
  lock-up 90-day lock-up Form S-3. 90-day
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES     39




---



##### Table of Contents



build-out mid-2006
   ITEM 3.
    LEGAL
    PROCEEDINGS     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 Stock2005


2004High


Low


High


LowFourth Quarter

$
8.50


$
5.92


$
17.20


$
9.50Third Quarter


13.34



6.79



10.30



8.51Second Quarter


13.59



10.70



11.31



7.81First Quarter


16.71



12.10



12.89



9.00   Holders
    Dividends
     40




---



##### Table of Contents



Maximum Number (orTotal Number of


Approximate DollarShares Purchased


Value) of Shares thatas Part of Publicly


May Yet Be PurchasedTotal Number of


Average Price


Announced Plans


Under the Plans orPeriod

Shares Purchased


Paid per Share


or Programs


ProgramOctober 1-31














4,249November 1-30


433


$
1.80







3,590December 1-31














3,365   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, 2005, 2004 and 2003, and the
    balance sheet data as of December 31, 2005 and 2004 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, 2002 and 2001, and the balance sheet data as
    of December 31, 2003, 2002 and 2001 are derived from our
    audited financial statements not included in this
    Form 10-K.
    The historical results are not necessarily indicative of results
    to be expected for any future period. The data presented below
    has 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
    Form 10-K.
  Year Ended
    December 31,2005


2004


2003


2002


2001(In thousands, except per share
    data)Statement of Operations
    Data:Operating expenses:Research and development(1)

$
25,867


$
22,571


$
19,678


$
15,915


$
8,791Sales and marketing(1)


2,704



1,793



1,591



1,338



General and administrative(1)


4,938



3,356



2,937



2,832



1,463Total operating expenses


33,509



27,720



24,206



20,085



10,254Loss from operations


(33,509
)


(27,720
)


(24,206
)


(20,085
)


(10,254
)Loss on extinguishment of
    convertible notes and cancellation of Series E convertible
    preferred stock warrants










(3,509
)






Interest expense


(26
)


(4
)


(2,845
)






Interest and other income, net


3,111



698



97



221



474Net loss


(30,424
)


(27,026
)


(30,463
)


(19,864
)


(9,780
)Dividend related to issuance of
    convertible preferred shares and the beneficial conversion
    feature of preferred stock










(18,407
)






Net loss attributable to common
    stockholders

$
(30,424
)

$
(27,026
)

$
(48,870
)

$
(19,864
)

$
(9,780
)Basic and diluted net loss per
    share attributable to common stockholders

$
(1.08
)

$
(1.31
)

$
(11.86
)

$
(11.62
)

$
(6.58
)Shares used in computing basic and
    diluted net loss attributable to common stockholders


28,271



20,683



4,122



1,710



1,487    41




---



##### Table of Contents



(1)
    
    Includes non-cash stock-based
    compensation of the following:  Year Ended
    December 31,2005


2004


2003


2002


2001(In thousands)Research and development

$
76


$
627


$
1,046


$
589


$
181Sales and marketing


57



143



176



141



General and administrative


151



210



679



635



257Total

$
284


$
980


$
1,901


$
1,365


$
438   As of
    December 31,2005


2004


2003


2002


2001(In thousands)Balance Sheet Data:Cash, cash equivalents and
    marketable securities

$
42,358


$
116,509


$
29,790


$
9,422


$
6,080Working capital


31,932



113,989



26,590



7,929



4,918Restricted cash and long-term
    marketable securities


38,762















Total assets


115,395



119,865



32,352



11,986



9,396Convertible preferred stock














46,853



26,151Deficit accumulated during
    development stage


(145,213
)


(114,789
)


(87,763
)


(38,893
)


(19,029
)Total stockholders equity
    (deficit)


86,948



116,196



28,742



(36,414
)


(18,094
)   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.
  Overview
  ®
   42




---



##### Table of Contents



follow-up B-cell
        Form S-3
     43




---



##### Table of Contents




    the possibility of delays in the collection of clinical trial
    data and the uncertainty of the timing of the second interim
    analysis of our pivotal Phase 3 clinical trial;
    the uncertainty of results of our ongoing pivotal Phase 3
    clinical trial for MyVax;
    the uncertainty of obtaining regulatory approval for MyVax,
    including regulatory approval for our manufacturing facility and
    process;
    the uncertainty related to completion of the build-out,
    equipping and qualification of our new manufacturing facility;
    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, 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
   44




---



##### Table of Contents



Clinical Trial Accruals.
  Marketable Securities. available-for-sale. other-than-temporary
  Stock-Based Compensation.
     45




---



##### Table of Contents



No. 96-18.
  Recent
    Accounting Pronouncements
  Share-Based Payment  An Amendment of
    FASB Statements No. 123 and 95
    (SFAS 123R).
  Share-Based Payment
    (SAB 107).
   46




---



##### Table of Contents



Accounting Changes and Error
    Corrections  replacement of APB Opinion
    No. 20 and FASB Statement No. 3
    (SFAS 154)
  Results
    of Operations
  Research
    and development expenses
  Year Ended
    December 31,


Annual Percent Change2005


2004


2003


2005/2004


2004/2003(In millions, except
    percentages)Staffing related

$
12.7


$
9.5


$
7.6



34
%


25
%Clinical trial and manufacturing
    material costs


6.5



8.5



7.0



(24
)%


21
%Amortization of deferred
    stock-based compensation


0.1



0.6



1.1



(88
)%


(45
)%Facilities and other costs


6.6



4.0



4.0



65
%



%Total research and development
    expenses

$
25.9


$
22.6


$
19.7



15
%


15
%          47




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##### Table of Contents



Sales
    and marketing expenses
  Year Ended December
    31,


Annual Percent Change2005


2004


2003


2005/2004


2004/2003(In millions, except
    percentages)Staffing related

$
1.1


$
0.5


$
0.5



127
%



%Product advocacy costs


1.0



1.0



0.8



1
%


25
%Amortization of deferred
    stock-based compensation


0.1



0.1



0.2



(60
)%


(50
)%Facilities and other costs


0.5



0.2



0.1



150
%


100
%Total sales and marketing expenses

$
2.7


$
1.8


$
1.6



50
%


13
%         General
    and administrative expenses
  Year Ended
    December 31,


Annual Percent Change2005


2004


2003


2005/2004


2004/2003(In millions, except
    percentages)Staffing related

$
2.3


$
1.4


$
1.3



62
%


8
%Legal, professional fees and
    insurance


1.5



1.1



0.4



40
%


175
%Amortization of deferred
    stock-based compensation


0.2



0.2



0.6



(29
)%


(67
)%Facilities and other costs


0.9



0.6



0.6



50
%



%Total general and administrative
    expenses

$
4.9


$
3.3


$
2.9



48
%


14
%          48




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##### Table of Contents



Loss
    on Extinguishment of Convertible Notes and Cancellation of
    Series E Convertible Preferred Stock Warrants
  Year Ended
    December 31,


Annual Percent Change2005


2004


2003


2005/2004


2004/2003(In millions, except
    percentages)Loss on extinguishment of
    convertible notes and cancellation of Series E convertible
    preferred stock warrants

$



$



$
(3.5
)






(100
)%     Interest
    Expense
  Year Ended
    December 31,


Annual Percent Change2005


2004


2003


2005/2004


2004/2003(In millions, except
    percentages)Interest expense

$



$



$
(2.8
)






(100
)%     Interest
    and Other Income, Net
  Year Ended
    December 31,


Annual Percent Change2005


2004


2003


2005/2004


2004/2003(In millions, except
    percentages)Interest and other income, net

$
3.1


$
0.7


$
0.1



346
%


620
%     Dividend
    Related to Issuance of Convertible Preferred Shares and the
    Beneficial Conversion Feature of Preferred Stock
  Year Ended
    December 31,


Annual Percent Change2005


2004


2003


2005/2004


2004/2003(In millions, except
    percentages)Dividend related to issuance of
    convertible preferred shares and beneficial conversion feature
    of preferred stock

$



$



$
18.4







(100
)%    49




---



##### Table of Contents



Liquidity
    and Capital Resources
  As of
    December 31,2005


2004


2003(In millions)Cash, cash equivalents and
    marketable securities (inclusive of $38.8 million which is
    restricted as to its use)

$
81.1


$
116.5


$
29.8   Year Ended
    December 31,2005


2004


2003Cash flows:Net cash used in operating
    activities

$
(29.3
)

$
(25.8
)

$
(20.2
)Net cash used in investing
    activities

$
(31.0
)

$
(57.3
)

$
(0.3
)Net cash provided by financing
    activities

$
0.9


$
113.3


$
40.9       B-cell
     50




---



##### Table of Contents



51




---



##### Table of Contents



Payments Due by PeriodLess than


1 - 3


4 - 5


BeyondTotal


1 Year


Years (1)


Years (2)


5 YearsContractual
    obligations:Non-cancelable operating lease
    obligations related to new building lease agreements

$
114,647


$
6,207


$
12,979


$
13,770


$
81,691Non-cancelable operating lease
    obligations related to other facilities


344



344











Capital lease obligations


48



24



24







Total contractual obligations

$
115,039


$
6,575


$
13,003


$
13,770


$
81,691           No. 97-10, The Effect of Lessee Involvement in Asset
    Construction,
  Accounting for Leases.
 52




---



##### Table of Contents



construction-in-progress
            EITF 97-10. EITF 97-10.
 53




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
  Regulation S-K.
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest Rate Risk.
   54




---



##### 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


56Balance Sheets


58Statements of
    Operations


59Statements of
    Stockholders Equity (Deficit)


60Statements of Cash
    Flows


63Notes to the
    Financial Statements


64  55




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM         Financial
    statements
    Internal
    control over financial reporting
  Internal
    Control  Integrated Framework
     56




---



##### Table of Contents



Internal Control  Integrated Framework Internal
    Control  Integrated Framework
      57




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
  BALANCE SHEETS
  December 31,2005


2004(In thousands, except share and
    per share data)ASSETSCurrent assets:Cash and cash equivalents

$
731


$
60,087Marketable securities


41,627



56,422Prepaid expenses and other current
    assets


2,210



1,101Total current assets


44,568



117,610Restricted cash and marketable
    securities


38,762



Property and equipment, net


31,065



2,196Other assets


1,000



59Total assets

$
115,395


$
119,865LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,084


$
2,073Accrued and other current
    liabilities


4,128



1,502Lease financing liability 
    current


4,400



Current lease obligations


24



46Total current liabilities


12,636



3,621Lease financing
    liability  noncurrent


14,997



Accrued interest 


790



Noncurrent lease obligations


24



48Total liabilities


28,447



3,669Commitments and contingencies
    (Note 6)Stockholders equity:Common stock, $0.001 par
    value, 65,000,000 shares authorized; Issued and
    outstanding: 28,454,385 shares at December 31, 2005
    and 28,191,145 shares at December 31, 2004


28



28Additional paid-in capital


232,620



231,784Deferred stock-based compensation


(166
)


(733
)Accumulated other comprehensive
    loss


(321
)


(94
)Deficit accumulated during the
    development stage


(145,213
)


(114,789
)Total stockholders equity


86,948



116,196Total liabilities and
    stockholders equity

$
115,395


$
119,865    58




---



##### 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 31,2005


2004


2003


2005(In thousands, except per share
    data)Operating expenses:Research and development

$
25,867


$
22,571


$
19,678


$
100,933Sales and marketing


2,704



1,793



1,591



7,427General and administrative


4,938



3,356



2,937



17,522Total operating expenses


33,509



27,720



24,206



125,882Loss from operations


(33,509
)


(27,720
)


(24,206
)


(125,882
)Loss on extinguishment of
    convertible notes and cancellation of Series E convertible
    preferred stock warrants










(3,509
)


(3,509
)Interest expense


(26
)


(4
)


(2,845
)


(3,008
)Interest and other income, net


3,111



698



97



5,593Net loss


(30,424
)


(27,026
)


(30,463
)


(126,806
)Dividend related to issuance of
    convertible preferred shares and the beneficial conversion
    feature of preferred stock










(18,407
)


(18,407
)Net loss attributable to common
    stockholders

$
(30,424
)

$
(27,026
)

$
(48,870
)

$
(145,213
)Basic and diluted net loss per
    share attributable to common stockholders

$
(1.08
)

$
(1.31
)

$
(11.86
)Shares used in computing basic and
    diluted net loss attributable to common stockholders


28,271



20,683



4,122    59




---



##### 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, 2005
  DeficitNotes





Accumulated


AccumulatedAdditional


Receivable


Deferred


Other


during the


TotalCommon Stock


Paid-In


from


Stock-based


Comprehensive


Development


StockholdersShares


Amount


Capital


Stockholders


Compensation


Loss


Stage


Equity (Deficit)(In thousands, except per share
    data)Issuance of common stock at
    $0.001 per share to founders for cash & technology


1,259


$
1


$
3


$



$



$



$



$
4Issuance of common stock at
    $0.15 per share in exchange for cash and services


9







1



















1Net loss


























(76
)


(76
)Balance at December 31,
    1996


1,268



1



4















(76
)


(71
)Issuance of common stock at
    $0.15 per share in exchange for cash and services


30







4



















4Issuance of common stock at
    $0.15 per share in exchange for cash upon exercise of stock
    options


10







2



















2Net loss


























(980
)


(980
)Balances at December 31,
    1997


1,308



1



10















(1,056
)


(1,045
)Net loss


























(1,596
)


(1,596
)Balances at December 31,
    1998


1,308



1



10















(2,652
)


(2,641
)Net issuance and repurchase of
    common stock to a director as part of a stock issuance agreement
    at $0.60 per share


62







37



(37
)














Issuance of common stock at
    $0.45 per share in exchange for cash upon exercise of stock
    options


2







1



















1Net loss


























(2,752
)


(2,752
)Balances at December 31,
    1999


1,372



1



48



(37
)










(5,404
)


(5,392
)Issuance of common stock at a price
    of $0.15 to $0.60 per share in exchange for cash upon
    exercise of stock options


10







2



















2Proceeds from promissory note














37















37Issuance of stock options to
    nonemployees in exchange for services










20



















20Issuance of common stock to
    nonemployees in exchange for services


8







9



















9Issuance of warrants to purchase
    shares of convertible preferred stock in exchange for services










144



















144Net loss


























(3,845
)


(3,845
)Balances at December 31,
    2000


1,390



1



223















(9,249
)


(9,025
)Issuance of common stock at a price
    of $0.15 to $0.60 per share in exchange for cash and notes
    upon exercise of stock options


365



1



323



(48
)














276Repurchase of unvested common stock


(3
)






(3
)


















(3
)Deferred stock-based compensation










1,036







(1,036
)










Amortization of stock-based
    compensation










110







328











438Net loss


























(9,780
)


(9,780
)Balances at December 31,
    2001


1,752



2



1,689



(48
)


(708
)






(19,029
)


(18,094
)   60




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
   STATEMENTS OF STOCKHOLDERS EQUITY
    (DEFICIT)  (Continued)
    FOR THE PERIOD FROM AUGUST 15, 1996 (DATE OF INCEPTION) TO
    DECEMBER 31, 2005
  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 a price
    of $0.60 to $1.20 per share in exchange for cash and notes
    upon exercise of stock options


171







202



(12
)














190Repurchase of unvested common stock


(10
)






(11
)


















(11
)Deferred stock-based compensation










1,607







(1,607
)










Amortization of stock-based
    compensation










122







1,243











1,365Net loss


























(19,864
)


(19,864
)Balances at December 31,
    2002


1,913



2



3,609



(60
)


(1,072
)






(38,893
)


(36,414
)Conversion of preferred stock to
    common stock


10,638



11



53,559



















53,570Issuance of common stock at
    $9.00 per share related to initial public offering, net of
    issuance costs


4,180



4



33,731



















33,735Dividend related to issuance of
    convertible preferred shares and the beneficial conversion
    feature of preferred stock










18,407















(18,407
)


Discount on convertible notes
    relating to warrants and beneficial conversion of preferred stock










4,280



















4,280Warrant to purchase convertible
    preferred stock issued to guarantor of the lines of credit










1,933



















1,933Issuance of common stock at a price
    of $1.20 to $1.80 per share in exchange for cash upon
    exercise of stock options


99







179



















179Issuance of common stock to
    non-employees in exchange for services


6







29



















29Repurchase of unvested common stock


(16
)






(20
)


















(20
)Proceeds from repayment of
    promissory note














12















12Deferred stock-based compensation










3,408







(3,408
)










Amortization of stock-based
    compensation










208







1,693











1,901Net loss


























(30,463
)


(30,463
)Balances at December 31,
    2003


16,820



17



119,323



(48
)


(2,787
)






(87,763
)


28,742   61




---



##### Table of Contents



GENITOPE
    CORPORATION
    (A DEVELOPMENT STAGE ENTERPRISE)
   STATEMENTS OF STOCKHOLDERS EQUITY
    (DEFICIT)  (Continued)
    FOR THE PERIOD FROM AUGUST 15, 1996 (DATE OF INCEPTION) TO
    DECEMBER 31, 2005
  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 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
)Balances at December 31,
    2005


28,454


$
28


$
232,620


$



$
(166
)

$
(321
)

$
(145,213
)

$
86,948    62




---



##### 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 31,2005


2004


2003


2005(In thousands)Cash flows from operating
    activities:Net loss

$
(30,424
)

$
(27,026
)

$
(30,463
)

$
(126,806
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


1,140



771



716



5,556Loss on disposal of assets










5



29Stock-based compensation expense


284



980



1,901



4,988Loss on extinguishment of
    convertible notes and cancellation of convertible preferred
    stock warrants










3,509



3,509Amortization of warrant issued to
    guarantor of the lines of credit










1,933



1,933Interest expense on convertible
    notes










892



892Common stock issued for services










29



46Changes in assets and liabilities:Prepaids and other assets


(1,054
)


(504
)


(360
)


(2,036
)Accounts payable


(40
)


(707
)


1,482



1,851Accrued and other current
    liabilities


780



704



180



2,095Net cash used in operating
    activities


(29,314
)


(25,782
)


(20,176
)


(107,943
)Cash flows from investing
    activities:Purchase of property and equipment


(5,770
)


(749
)


(307
)


(12,058
)Purchases of marketable securities


(256,244
)


(159,772
)






(416,016
)Sales of marketable securities


86,716



22,173







108,889Restricted marketable securities


(38,762
)










(38,762
)Maturities of marketable securities


184,095



81,083







265,178Long term cash deposits


(1,000
)










(1,167
)Net cash used in investing
    activities


(30,965
)


(57,265
)


(307
)


(93,936
)Cash flows from financing
    activities:Net proceeds from issuance of
    convertible preferred stock










2,181



47,392Net proceeds from issuance of
    common stock related to initial public offering






(353
)


34,088



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






55,718







55,718Net proceeds from issuance of
    common stock related to private placement


(163
)


57,420







57,257Borrowings under lines of credit










8,000



8,786Repayment of borrowings under lines
    of credit










(8,000
)


(8,786
)Proceeds from issuance of
    convertible notes and warrants










4,280



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


1,136



596



179



2,384Proceeds from exercise of
    Series D warrants










135



135Repurchase of unvested common stock


(4
)


(49
)


(20
)


(87
)Proceeds from note receivable from
    stockholder






48



12



102Principal payments on capital lease
    obligations


(46
)


(36
)


(4
)


(86
)Net cash provided by financing
    activities


923



113,344



40,851



202,610Net increase (decrease) in cash and
    cash equivalents


(59,356
)


30,297



20,368



731Cash and cash equivalents,
    beginning of period


60,087



29,790



9,422



Cash and cash equivalents, end of
    period

$
731


$
60,087


$
29,790


$
731Supplemental
    disclosure:Cash paid for interest

$
26


$
4


$
14


$
150Supplemental schedule of
    non-cash investing and financing activities:Conversion of preferred stock into
    common stock

$



$



$
53,570


$
53,570Dividend related to issuance of
    convertible preferred shares and the beneficial conversion
    feature of preferred stock

$



$



$
18,407


$
18,407Discount on convertible notes for
    beneficial conversion feature of preferred stock and warrants

$



$



$
4,280


$
4,280Conversion of convertible notes
    into convertible preferred stock

$



$



$
(4,280
)

$
(4,280
)Warrants issued to guarantor of the
    lines of credit

$



$



$
1,933


$
1,933Warrant issued in connection with
    services related to convertible preferred stock

$



$



$



$
144Accrued interest converted into
    convertible preferred stock

$



$



$
121


$
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
)

$
353


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

$



$
150


$



$
150Acquisition of property and
    equipment under capital leases

$



$
82


$
52


$
134Accrued cost for acquisition of
    property and equipment

$
4,043


$
219


$



$
4,262Receivable from issuance of common
    stock under stock plan

$



$
11


$



$
11Change in unrealized losses on
    marketable securities

$
(227
)

$
(94
)

$



$
(321
)Capitalized building shells
    (Note 6)

$
(19,406
)










(19,406
)Lease financing liability
    (Note 6)


19,406











19,406    63




---



##### 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
    Liquidity
    Form S-3
    Basis
    of Presentation
    Use of
    Estimates
   64




---



##### Table of Contents



Concentrations
    of Credit Risk
    Cash
    and Cash Equivalents
    Marketable
    Securities
  available-for-sale. Available-for-sale available-for-sale
    Certain
    Risks and Uncertainties
     65




---



##### Table of Contents



Property
    and Equipment
    Issue No. 97-10, The Effect of Lessee Involvement in Asset Construction EITF No. 97-10
    Research
    and Development
    Advertising
    Costs
    Impairment
    of Long-lived Assets
    Stock-based
    Compensation
  Accounting for Stock Issued to
    Employees Accounting
    for Stock-
 66




---



##### Table of Contents



Based Compensation Accounting for
    Stock-Based Compensation, Transition and Disclosure
  96-18, Accounting for Equity Instruments That Are Issued to
    Other Than Employees for Acquiring, or in Conjunction with
    Selling, Goods or Services
  Accounting for Stock Appreciation Rights
    and Other Variable Stock Option or Award Plans: an
    Interpretation of APB Opinions No. 15 and 25,
  CumulativePeriod fromAugust 15, 1996(date of inception)Year Ended
    December 31,


to December 31,2005


2004


2003


2005Amortization of stock-based
    compensation:Research and development

$
76


$
627


$
1,046


$
2,519Sales and marketing


57



143



176



517General and administration


151



210



679



1,952$
284


$
980


$
1,901


$
4,988     Employee StockEmployee Stock Options


Purchase Plan2005


2004


2003


2005


2004


2003Average risk-free interest rates


3.84
%


3.30
%


2.82
%


3.10
%


1.33
%


N/AAverage expected life (in years)


4.00



4.00



4.00



0.77



0.79



N/ADividend yield


0
%


0
%


0
%


0
%


0
%


N/AVolatility


65
%


76
%


92
%


61
%


64
%


N/AWeighted average fair values of
    option grants per shareFair value equal to exercise price

$
12.13


$
10.26


$
8.29


$
6.65


$
3.47



N/AFair value greater than exercise
    price


N/A



N/A


$
6.61



N/A



N/A



N/A  67




---



##### Table of Contents



Year Ended
    December 31,2005


2004


2003Net loss attributable to common
    stockholders, as reported

$
(30,424
)

$
(27,026
)

$
(48,870
)Add: Employee stock-based
    compensation included in reported net earnings


162



980



1,693Deduct: Employee total stock-based
    compensation determined under fair value method


(6,904
)


(3,616
)


(1,818
)Adjusted net loss attributable to
    common stockholders

$
(37,166
)

$
(29,662
)

$
(48,995
)Basic and diluted net loss per
    share attributable to common stockholders:As reported

$
(1.08
)

$
(1.31
)

$
(11.86
)Adjusted

$
(1.31
)

$
(1.43
)

$
(11.89
)     Income
    Taxes
  Accounting for
    Income Taxes.
  Segment
    Reporting
  Disclosures
    about Segments of an Enterprise and Related
    Information.
  Recent
    Accounting Pronouncements
  Share-Based Payment  An Amendment of
    FASB Statements No. 123 and 95
    (SFAS 123R).
 68




---



##### Table of Contents



Share-Based Payment
    (SAB 107).
    Accounting Changes and Error
    Corrections  replacement of APB Opinion
    No. 20 and FASB Statement No. 3 SFAS 154
  NOTE 2  
    NET LOSS
    PER SHARE      Year Ended
    December 31,2005


2004


2003Numerator:Net loss attributable to common
    stockholders

$
(30,424
)

$
(27,026
)

$
(48,870
)Denominator:Weighted average common shares
    outstanding


28,281



20,717



4,233Less: Weighted average unvested
    common shares subject to repurchase


(10
)


(34
)


(111
)Denominator for basic and diluted
    calculations


28,271



20,683



4,122Net loss per share attributable to
    common stockholders, basic and diluted

$
(1.08
)

$
(1.31
)

$
(11.86
)  69




---



##### Table of Contents



Year Ended
    December 31,2005


2004


2003Shares issuable upon exercise of
    stock options


2,684



1,577



962Shares issuable upon exercise of
    warrants


267



267



270Shares issuable related to ESPP






4



Common stock subject to repurchase


3



18



842,954



1,866



1,316   NOTE 3  
    RESTRICTED
    CASH AND MARKETABLE SECURITIES    available-for-sale, 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     AmortizedCost


Fair ValueLess than one year

$
37,635


$
37,454Due in 1-5 years


32,428



32,253Due in 5-10 years


2,380



2,376Due after 10 years


8,267



8,306$
80,710


$
80,389  70




---



##### Table of Contents



available-for-sale
  Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair ValueMaturing within one year:Commercial paper

$
990


$



$



$
990Corporate bonds


33,249



3



(46
)


33,206U.S. government and agency
    securities


16,324







(21
)


16,30350,563



3



(67
)


50,499Maturing between one and two years:U.S. government and agency
    securities


5,953







(30
)


5,923Total
    available-for-sale
    marketable securities

$
56,516


$
3


$
(97
)

$
56,422     NOTE 4 
    PROPERTY
    AND EQUIPMENT    December 31,2005


2004Computer and laboratory equipment

$
5,342


$
3,039Furniture and fixtures


230



210Leasehold improvements


3,361



3,337Construction in progress


27,586



36,519



6,586Less: Accumulated depreciation and
    amortization


(5,454
)


(4,390
)$
31,065


$
2,196   EITF 97-10
    NOTE 5 
    ACCRUED
    AND OTHER CURRENT LIABILITIES    December 31,2005


2004Construction in progress related

$
1,843


$
Accrued compensation and benefits


1,543



430Professional fees


250



674Clinical trials


178



225Other


314



173$
4,128


$
1,502  71




---



##### Table of Contents



NOTE 6 
    COMMITMENTS
    AND CONTINGENCIES          No. 97-10, The Effect of Lessee Involvement in Asset
    Construction,
  Accounting for Leases. construction-in-progress
   72




---



##### Table of Contents



Operating


CapitalLeases


LeasesYear Ending
    December 31:2006

$
6,552


$
242007


6,394



242008


6,585



2009


6,783



2010


6,986



Thereafter


81,691



Total minimum lease payments

$
114,991



48Less: amount representing interest






Present value of minimum lease
    payments






48Less: current portion






(24
)Noncurrent portion





$
24     third-party
  Indemnification
    NOTE 7 
    CONVERTIBLE
    PREFERRED STOCK (PREFERRED STOCK)   73




---



##### Table of Contents



one-to-one
  Series C
    and D Convertible Preferred Stock Warrants
        NOTE 8 
    CONVERTIBLE
    NOTES, LINES OF CREDIT AND WARRANTS      line-of-credit
 74




---



##### Table of Contents



NOTE 9 
    COMMON
    STOCK              NOTE 10 
    STOCK
    OPTION PLANS AND OTHER EMPLOYEE BENEFITS  1996
    Stock Option Plan
     75




---



##### Table of Contents



36-month
    2003
    Equity Incentive Plan
      2003
    Non-Employee Directors Stock Option Plan
     76




---



##### Table of Contents



pro rata
    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
)

$
0.60 77




---



##### Table of Contents



Options OutstandingWeighted AverageNumber of


Exercise Price perShares


ShareBalances at December 31,
    2000


421


$
0.78Options granted


258


$
1.20Options exercised


(365
)

$
0.88Options canceled


(69
)

$
0.66Options expired


(34
)

$
0.71Balances at December 31,
    2001


211


$
1.18Options granted


396


$
1.49Options exercised


(171
)

$
1.19Options canceled


(39
)

$
1.21Options expired


(2
)

$
1.20Balances at December 31,
    2002


395


$
1.48Options granted


767


$
4.28Options exercised


(99
)

$
1.79Options canceled


(99
)

$
1.95Options expired


(2
)

$
1.73Balances at December 31,
    2003


962


$
3.66Options granted


907


$
10.26Options exercised


(89
)

$
1.91Options canceled


(198
)

$
4.50Options expired


(5
)

$
12.26Balances at December 31,
    2004


1,577


$
7.42Options granted


1,498


$
12.18Options exercised


(148
)

$
2.42Options canceled


(243
)

$
8.67Balances at December 31,
    2005


2,684


$
10.24  78




---



##### Table of Contents



Options OutstandingWeighted AverageRemaining





Options ExercisableNumber


Contractual


Weighted Average


Number


Weighted AverageExercise Price

Outstanding


Life/Years


Exercise Price


Exercisable


Exercise Price$0.45-$2.70


333,903



7.01


$
2.03



258,837


$
1.91$2.97-$9.00


327,085



9.08


$
7.21



52,043


$
7.99$9.01-$9.75


369,866



8.56


$
9.70



134,108


$
9.69$9.77-$11.64


274,593



8.56


$
10.50



88,582


$
10.33$11.94-$12.10


279,383



9.26


$
12.06



29,520


$
12.10$12.25-$12.33


85,000



8.90


$
12.30



24,371


$
12.28$12.50


598,800



9.25


$
12.50



99,331


$
12.50$12.60-$13.88


175,000



8.29


$
13.15



89,756


$
12.89$15.51


90,000



9.12


$
15.51



0


$
0.00$15.87


150,000



9.02


$
15.87



37,500


$
15.87$0.45-$15.87


2,683,630



8.69


$
10.24



814,048


$
8.32   2003
    Employee Stock Purchase Plan
    24-month
  401(k)
    Savings Plan
   79




---



##### Table of Contents



NOTE 11 
    INCOME
    TAXES    Year Ended
    December 31,2005


2004


2003U.S. federal taxes (benefit)
    at statutory rate

$
(10,344
)

$
(9,189
)

$
(10,357
)Unutilized net operating losses


10,207



9,002



8,207Stock-based compensation


96



178



646Loss on extinguishment of
    convertible notes










1,496Other


41



9



8Total

$



$



$
         December 31,2005


2004Deferred tax assets:Net operating loss carryforwards

$
40,294


$
29,703Research credits


6,821



4,468Capitalized research


4,110



4,146Reserves and accruals


823



127Depreciation and amortization


1,029



545Total deferred tax assets


53,077



38,989Valuation allowance


(53,077
)


(38,989
)Net deferred tax assets

$



$
      80




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##### Table of Contents



NOTE 12  RESTATEMENT
    OF 2005 QUARTERLY FINANCIAL STATEMENTS AND QUARTERLY FINANCIAL
    DATA (UNAUDITED)
    EITF No. 97-10, The Effect of Lessee Involvement in Asset
    Construction, EITF No. 97-10
  Form 10-Q
    Three Months Ended


Three Months EndedJune 30,


June 30,


Net


September 30,


September 30,


Net2005


2005


Effect


2005


2005


Effect(Previously








(Previously(Restated)


reported)





(Restated)


reported)Research and development

$
6,455


$
7,087


$
632


$
6,157


$
7,422


$
1,265Sales and marketing


554



589



35



559



629



70General and administrative


1,248



1,283



35



1,207



1,277



70Loss from operations


(8,257
)


(8,959
)


702



(7,923
)


(9,328
)


1,405Net loss


(7,532
)


(8,234
)


702



(7,133
)


(8,538
)


1,405Basic and diluted net loss per
    share


(0.27
)


(0.29
)


0.02



(0.25
)


(0.30
)


0.05   81




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##### Table of Contents



June 30,


June 30,


Net


September 30,


September 30,


Net2005


2005


Effect


2005


2005


Effect(Previously








(Previously(Restated)


reported)





(Restated)


reported)Property and equipment, net

$
22,837


$
3,273


$
19,564


$
26,047


$
6,167


$
19,880Total assets


126,268



106,704



19,564



121,507



101,627



19,880Deferred rent


227



929



(702
)


679



2,786



(2,107
)Accrued
    interest  noncurrent


158







158



474







474Lease financing
    liability  current


2,062







2,062



3,610







3,610Lease financing
    liability  noncurrent


17,344







17,344



15,796







15,796Total liabilities


24,001



5,139



18,862



26,517



8,744



17,773Deficit accumulated during the
    development stage


(129,317
)


(130,019
)


702



(136,450
)


(138,557
)


2,107Total stockholders equity


102,267



101,565



702



94,990



92,883



2,107Total liabilities and
    stockholders equity

$
126,268


$
106,704


$
19,564


$
121,507


$
101,627


$
19,880     First


Second


Third


Fourth2005

Quarter


Quarter


Quarter


QuarterRestated


Restated(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   First


Second


Third


Fourth2004

Quarter


Quarter


Quarter


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

$
(6,654
)

$
(6,779
)

$
(6,744
)

$
(6,849
)Basic and diluted net loss per
    share

$
(0.40
)

$
(0.37
)

$
(0.28
)

$
(0.28
)Shares used in computation of
    basic and diluted net loss per share


16,762



18,562



23,852



24,165   NOTE 13  Subsequent
    Events     82




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##### Table of Contents



build-out mid-2006
    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)
     83




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##### Table of Contents



Internal
    Control  Integrated Framework
      Internal
    Control  Integrated Framework
     Changes
    in Internal Control Over Financial Reporting
      ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT  Form 10-K
 84




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##### Table of Contents



Form 10-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   85




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
  Financial Statements.
  PageReport of
    PricewaterhouseCoopers LLP, Independent Registered Public
    Accounting Firm


56Balance Sheets


58Statements of
    Operations


59Statements of
    Stockholders Equity (Deficit)


60Statements of Cash
    Flows


63Notes to the
    Financial Statements


64   Financial Statement Schedules.
  Exhibits.
 86




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##### Table of Contents



SIGNATURES  Form 10-K
  GENITOPE CORPORATION
  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 31, 2006/s/  John
    M. VukoJohn
    M. Vuko

Chief Financial Officer
    (Principal Financial and Accounting Officer)

March 31, 2006/s/  Gordon
    D. DenneyGordon
    D. Denney

Director

March 31, 2006/s/  Gregory
    EnnisGregory
    Ennis

Director

March 31, 2006/s/  Stanford
    C. FinneyStanford
    C. Finney

Director

March 31, 2006/s/  Ronald
    GoodeRonald
    Goode

Director

March 31, 2006/s/  William
    A. HaslerWilliam
    A. Hasler

Director

March 31, 2006  87




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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)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.(2)10
.6

Sublease, dated August 3,
    1999, between Regen Biologics, Inc. and the Registrant.(2)10
.7

Second Amendment to Sublease,
    dated October 1, 2000, between Regen Biologics, Inc. and
    the Registrant.(2)10
.8

Third Amendment to Sublease, dated
    May 16, 2003, between Regen Biologics, Inc. and the
    Registrant.(2)10
.9

Lease, dated April 10, 1996,
    between Metropolitan Life Insurance Company and Regen Biologics,
    Inc.(2)10
.10

Letter of Credit and Reimbursement
    Agreement, dated December 15, 2005, between the Registrant
    and Comerica Bank.(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 1, 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, CA.(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, CA.(6)10
.22*

Summary of management incentive
    compensation plan.(7) 88




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##### Table of Contents



ExhibitNumber

Description10
.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)24
.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.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
    April 1, 2005, 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 SEC on February 7, 2006, and incorporated
    herein by reference. 89