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                                                                    EXHIBIT 10.2

                             (GENITOPE LETTERHEAD)

                                             21 January 2002

Fred Kurland
4213 Los Palos Avenue
Palo Alto, CA 94306

RE: EMPLOYMENT TERMS

Dear Fred:

Genitope Corporation (the "Company") is pleased to offer you a position with the
Company, on the following terms:

You will be Vice President of Finance and Chief Financial Officer, starting no
later than February 25, 2002. Your first day of work will be your "Employment
Date." You will be responsible for all finance functions as well as facilities
and IT functions at the Company. You will report to the CEO, Dan Denney. Your
position will be full-time. Your compensation will be $20,000 per month
($240,000 per year), less standard payroll deductions and withholdings. You will
be paid according to the Company's regular payroll schedule. The Company will
reimburse you for the monthly charges and all business related calls on a
cellular telephone and for an annual airline lounge membership. The Company will
subscribe to BioCentury and provide a copy to you.

Subject to the approval of the Board of Directors, upon commencement of your
employment, the Company will grant you a nonstatutory stock option to purchase
220,000 shares of Company common stock (the "Option") pursuant to the Company's
1996 Stock Option Plan (the "Plan") at an exercise price equal to the then fair
market value of a share of the Company's common stock on the date of grant. The
current fair market value of the Company's common stock is $0.40 per share.

Your Option will be subject to the Company's standard vesting schedule and will
have a term of ten years, measured from the grant date. Vesting will begin on
the Employment Date if that date is earlier than the Option grant date.
Twenty-five percent of the shares (55,000 shares) will vest after one year of
employment, and the remaining shares will vest monthly (4583 shares) over the
next three years, provided you remain actively employed with the Company. Your
Option will provide that you may elect to exercise any or all shares subject to
the Option at any time during the term of the Option, subject to the Company's
right of first refusal and right of repurchase, as provided in the Plan and
related documents.


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Fred Kurland
January 17, 2002
Page 2


The Company shall provide a full recourse loan to you, up to an amount of
$22,000, for the sole purpose of your exercise of a portion of the Option (the
"Loan"), and such Loan shall be secured by the shares of Common Stock so
purchased by you.

In the event that your employment terminates for any reason prior to completion
of the four-year vesting schedule applicable to the Option, the Company shall
have the right to purchase from you any unvested shares of Common Stock
purchased through Option exercise at a purchase price equal to the exercise
price per share of the Option, payable at the Company's choice in either cash or
cancellation of indebtedness on the Loan. Interest paid on the principal sum of
the Loan shall be simple interest accrued from the date of extension of the Loan
at an annual rate determined by Silicon Valley Bank at the time of extension of
the Loan and subject to confirmation by the Company's accountants as a market
rate of interest for financial accounting purposes. The principal amount and all
interest shall be due and payable in full forty-eight (48) months from the date
of extension of the Loan; provided, however, that in the event you resign your
employment with the Company for any reason or your employment with the Company
is terminated for any reason, including, without limitation, termination with or
without cause, or termination due to disability or death, or job elimination,
prior to payment in full of the Loan, the Loan shall be accelerated and all
remaining unpaid principal and all interest shall become due and payable thirty
(30) days after such resignation or termination. The Company shall provide you
with the necessary documents to execute the Loan and exercise the Option.

Should your status as an employee terminate due to an involuntary termination
without Cause or voluntary termination for Good Reason following a Change of
Control of the Company, as such capitalized terms are defined in the Genitope
Corporation 1996 Stock Option Plan, a copy of which is enclosed, in either case
within thirteen (13) months after the effective date of the Change in Control,
you will be paid an amount equal to twelve (12) months of your base salary,
subject to standard payroll deductions and withholdings, and paid in equal
amounts over twelve (12) months on the Company's normal payroll schedule, and
the Company shall provide you with continued coverage under the Company's
health, dental and vision plans as if you remained an active employee for twelve
(12) months, provided that you elect COBRA continuation coverage. Such continued
health coverage shall count toward the eighteen (18) month COBRA continuation
period. In addition, the Company shall pay your targeted bonus if, for the year
in which such termination occurs, a bonus would have been payable to you if your
employment had not terminated, but such bonus payment shall not be made until
active employees are paid their bonuses. Should you accept another full-time
position elsewhere at any time during the 12-month period, the Company will have
no further obligation to make such salary or bonus payments or to provide such
continued health, dental and vision coverage, although you will have the right
to continued health coverage at your own expense in accordance with COBRA.
Should a Change of Control occur after two or more years from the date of grant
of the Option, then the vesting and exercisability of the Option shall be
accelerated as to one hundred percent (100%) of the then unvested shares of
stock subject to the Option. All future option grants will be subject to the
provisions of the Genitope Corporation 1996 Stock Option Plan and not the
provisions of the preceding sentence.


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Fred Kurland
January 17, 2002
Page 3


You will be eligible for standard Company benefits. The Company may add to,
delete or modify compensation and benefits from time to time in its discretion
without advance notice. Your health benefits will be available following a
mandatory wait period, and participation in the Company 401 (k) plan will be
available following a 90-day mandatory wait period. During the wait period for
health benefits, the Company will pay to you the premium amount that it would
have paid on your behalf had you been covered under the Company's health plan
during that period. As a Company employee, you will be expected to abide by the
Company's policies and procedures and sign the Company's Proprietary Information
and Inventions Agreement, a copy of which is enclosed.

Your employment relationship with the Company is at-will. You may terminate your
employment with the Company at any time and for any reason whatsoever simply by
notifying the Company. Likewise, the Company may terminate your employment at
any time with or without cause or advance notice. This at-will employment
relationship cannot be changed except in writing, signed by a Company officer.

This letter, the Proprietary Information and Inventions Agreement, and the Loan,
stock purchase and stock option documents together contain the entire agreement
between you and the Company concerning your employment relationship. They cannot
be modified except in an agreement signed by me, and they supersede any other
representations or promises made to you by anyone, whether oral or written.

This offer is valid until midnight January 22, 2002. If you have any questions,
please feel free to contact us. If these terms are acceptable to you, please
sign below and return it to me. We look forward to your favorable reply and to
working with you.

Sincerely,                                   ACCEPTED:


/s/ Dan W. Denney, Jr.                       /s/ Fred Kurland
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Dan W. Denney, Jr., Ph.D.                    Fred Kurland
Chairman & CEO


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                                             Date


Enclosures