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                                                                    EXHIBIT 10.3


                              GENITOPE CORPORATION

                             1996 STOCK OPTION PLAN

                            ADOPTED NOVEMBER 7, 1996
                    APPROVED BY STOCKHOLDERS NOVEMBER 7, 1996
                           AMENDED ON AUGUST 13, 1999
                     AMENDED AND RESTATED AS OF JUNE 5, 2000
                           AMENDED ON OCTOBER 26, 2001
                           AMENDED ON JANUARY 11, 2002

1. PURPOSES.

         (a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to purchase stock of the Company. The Plan also
permits the Company to grant Employees and Directors of and Consultants to the
Company, and its Affiliates, Stock Bonus Awards pursuant to Section 7 below.

         (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Directors of or Consultants to the Company or
its Affiliates, to secure and retain the services of new Employees, Directors
and Consultants, and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.

         (c) The Company intends that the Options issued under the Plan shall,
in the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either Incentive Stock Options or Nonstatutory Stock Options. All Options shall
be separately designated Incentive Stock Options or Nonstatutory Stock Options
at the time of grant, and in such form as issued pursuant to Section 6, and a
separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option.

2. DEFINITIONS.

         (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "CAUSE" means the occurrence of any one or more of the following:

                  (i) the Participant's conviction of any felony or any crime
involving fraud, dishonesty or moral turpitude;

                  (ii) the Participant's participation in a fraud or act of
dishonesty against the Company that results in material harm to the business of
the Company, as determined in good faith by the Board; or


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                  (iii) the Participant's intentional, material violation of any
contract between the Company and the Participant or any statutory duty the
Participant owes to the Company that the Participant does not correct within
thirty (30) days after written notice thereof has been provided to the
Participant.

         (d) "CHANGE IN CONTROL" means any of the following events:

                  (i) after the Listing Date, any Person (as such term is used
in Section 3(a)(9) of the Exchange Act, as modified, and used in Rule 13d-5
thereof) or Group (as such term is used in Section 13(d)(3) of the Exchange
Act), other than the Company or any Affiliate, a Subsidiary or any employee
benefit plan (or any related trust) of the Company, an Affiliate or a
Subsidiary, becomes the beneficial owner of fifty percent (50%) or more of the
Common Stock or of securities of the Company that are entitled to vote generally
in the election of Directors of the Company ("Voting Securities") representing
of fifty percent (50%) or more of the combined voting power of all Voting
Securities of the Company;

                  (ii) a merger, reorganization, consolidation or similar
transaction (any of the foregoing, a "Merger") as a result of which the persons
who were the respective beneficial owners of the outstanding Common Stock and
Voting Securities of the Company immediately before such Merger are not expected
to beneficially own, immediately after such Merger, directly or indirectly,
fifty percent (50%) or more of, respectively, the Common Stock and the combined
voting power of the Voting Securities of the company resulting from such Merger
in substantially the same proportions as immediately before such Merger; or

                  (iii) a sale or other disposition of all or substantially all
of the assets of the Company.

Notwithstanding the foregoing, the definition of "Change in Control" (or any
analogous term) in an individual written agreement between the Company and the
Participant shall supersede the foregoing definition with respect to Options or
Stock Bonus Awards subject to such agreement.

         (e) "CODE" means the Internal Revenue Code of 1986, as amended.

         (f) "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

         (g) "COMMON STOCK" means the common stock of the Company.

         (h) "COMPANY" means Genitope Corporation, a Delaware corporation.

         (i) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.

         (j) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means
that the service of an individual to the Company, whether as an Employee,
Director or Consultant, is not interrupted or terminated. The Board or the chief
executive officer of the Company may


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determine, in that party's sole discretion, whether Continuous Status as an
Employee, Director or Consultant shall be considered interrupted in the case of:
(i) any leave of absence approved by the Board or the chief executive officer of
the Company, including sick leave, military leave, or any other personal leave;
or (ii) transfers between the Company, Affiliates or their successors.

         (k) "CORPORATE TRANSACTION" means the occurrence of any one or more of
the following:

                  (i) a dissolution, liquidation, or sale of all or
substantially all of the assets of the Company;

                  (ii) a merger or consolidation in which the Company is not the
surviving corporation; or

                  (iii) a reverse merger in which the Company is the surviving
corporation but the shares of Common Stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise.

         (l) "COVERED EMPLOYEE" means the chief executive officer and the four
(4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

         (m) "DIRECTOR" means a member of the Board.

         (n) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

         (o) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (p) "FAIR MARKET VALUE" means the value of the Common Stock as
determined in good faith by the Board and in a manner consistent with Section
260.140.50 of Title 10 of the California Code of Regulations.

         (q) "GOOD REASON" means that one or more of the following are
undertaken by the Company without the Participant's express written consent:

                  (i) the assignment to the Participant of any duties or
responsibilities that results in a diminution in the Participant's position or
function as in effect immediately prior to the effective date of the Change in
Control; provided, however, that a mere change in the Participant's title or
reporting relationships shall not constitute Good Reason;

                  (ii) a reduction by the Company in the Participant's annual
base salary, as in effect on the effective date of the Change in Control or as
increased thereafter;

                  (iii) any failure by the Company to continue in effect any
benefit plan or program, including incentive plans or plans with respect to the
receipt of securities of the

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Company, in which the Participant was participating immediately prior to the
effective date of the Change in Control (hereinafter referred to as "Benefit
Plans"), or the taking of any action by the Company that would adversely affect
the Participant's participation in or reduce the Participant's benefits under
the Benefit Plans or deprive the Participant of any fringe benefit that the
Participant enjoyed immediately prior to the effective date of the Change in
Control; provided, however, that Good Reason shall not exist pursuant to this
subsection 2(q)(iii) if the Company provides for the Participant's participation
in benefit plans and programs that, taken as a whole, are comparable to the
Benefit Plans; or

                  (iv) a relocation of the Participant's business office to a
location more than forty (40) miles from the location at which the Participant
performs duties as of the effective date of the Change in Control, except for
required travel by the Participant on the Company's business to an extent
substantially consistent with the Participant's business travel obligations
prior to the effective date of the Change in Control.

         (r) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

         (s) "LISTING DATE" means the first date upon which any security of the
Company is listed (or approved for listing) upon notice of issuance on any
securities exchange, or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system if
such securities exchange or interdealer quotation system has been certified in
accordance with the provisions of Section 25100(o) of the California Corporate
Securities Law of 1968.

         (t) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary, does not
receive compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3.

         (u) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

         (v) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (w) "OPTION" means a stock option granted pursuant to the Plan.

         (x) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

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         (y) "OPTIONEE" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

         (z) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
the Treasury regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

         (aa) "PARTICIPANT" means a person to whom an Option or Stock Bonus
Award is granted pursuant to the Plan or, if applicable, such other person who
holds an outstanding Option or Stock Bonus Award.

         (bb) "PLAN" means this 1996 Stock Option Plan.

         (cc) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3 as in effect with respect to the Company at the time discretion is
being exercised regarding the Plan.

         (dd) "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (ee) "STOCK BONUS AWARD" means a stock bonus award granted pursuant to
the Plan.

         (ff) "STOCK BONUS AWARD AGREEMENT" means a written agreement between
the Company and a Participant evidencing the terms and conditions of an
individual Stock Bonus Award. Each Stock Bonus Award Agreement shall be subject
to the terms and conditions of the Plan.

         (gg) "SUBSIDIARY" means, with respect to the Company, (i) any
corporation of which more than fifty percent (50%) of the outstanding capital
stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether, at the time, stock of any other
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time, directly or
indirectly, owned by the Company, and (ii) any partnership in which the Company
has a direct or indirect interest (whether in the form of voting or
participation in profits or capital contribution) of more than fifty percent
(50%).

3. ADMINISTRATION.

         (a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

         (b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

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                  (1) To determine from time to time which of the persons
eligible under the Plan shall be granted Options or Stock Bonus Awards; when and
how each Option or Stock Bonus Award shall be granted; whether an Option will be
an Incentive Stock Option or a Nonstatutory Stock Option; the provisions of each
Option and Stock Bonus Award granted (which need not be identical), including
the time or times such Option may be exercised in whole or in part; and the
number of shares for which an Option or Stock Bonus Award shall be granted to
each such person.

                  (2) To construe and interpret the Plan and Options and Stock
Bonus Awards granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan or in any Option
Agreement or Stock Bonus Award Agreement, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective.

                  (3) To amend the Plan or an Option or Stock Bonus Award as
provided in Section 12.

                  (4) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company.

         (c) The Board may delegate administration of the Plan to a committee of
the Board composed of not fewer than two (2) members (the "Committee"), all of
the members of which Committee may be, in the discretion of the Board,
Non-Employee Directors and/or Outside Directors. If administration is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board, including the power
to delegate to a subcommittee of two (2) or more Outside Directors any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or such a
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan. Additionally, prior to the Listing Date, and
notwithstanding anything to the contrary contained herein, the Board may
delegate administration of the Plan to any person or persons and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated. Notwithstanding anything in this Section 3 to the contrary, the Board
or the Committee may delegate to a committee of one or more members of the Board
the authority to grant Options or Stock Bonus Awards to eligible persons who (1)
are not then subject to Section 16 of the Exchange Act and/or (2) are either (i)
not then Covered Employees and are not expected to be Covered Employees at the
time of recognition of income resulting from such Option or Stock Bonus Award,
or (ii) not persons with respect to whom the Company wishes to comply with
Section 162(m) of the Code.

4. SHARES SUBJECT TO THE PLAN.

         (a) Subject to the provisions of Section 11 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to Options and
granted pursuant to Stock Bonus Awards shall not exceed in the aggregate three
million seven hundred forty-six thousand five hundred (3,746,500) shares of the
Company's Common Stock. If any Option shall for any reason expire

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or otherwise terminate, in whole or in part, without having been exercised in
full, the stock not purchased under such Option shall revert to and again become
available for issuance under the Plan.

         (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

5. ELIGIBILITY.

         (a) Incentive Stock Options may be granted only to Employees.
Nonstatutory Stock Options and Stock Bonus Awards may be granted only to
Employees, Directors or Consultants.

         (b) No person shall be eligible for the grant of an Option if, at the
time of grant, such person owns (or is deemed to own pursuant to Section 424(d)
of the Code) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any of its Affiliates
unless the exercise price of such Option is at least one hundred ten percent
(110%) of the Fair Market Value of such stock at the date of grant and the
Option is not exercisable after the expiration of five (5) years from the date
of grant.

         (c) Subject to the provisions of Section 11 relating to adjustments
upon changes in stock, no person shall be eligible to be granted Options
covering more than two hundred thousand (200,000) shares of Common Stock in any
calendar year. This subsection 5(c) shall not apply prior to the Listing Date
and, following the Listing Date, shall not apply until (i) the earliest of: (A)
the first material modification of the Plan (including any increase to the
number of shares reserved for issuance under the Plan in accordance with Section
4); (B) the issuance of all of the shares of Common Stock reserved for issuance
under the Plan; (C) the expiration of the Plan; or (D) the first meeting of
stockholders at which directors are to be elected that occurs after the close of
the third calendar year following the calendar year in which occurred the first
registration of an equity security under Section 12 of the Exchange Act; or (ii)
such other date required by Section 162(m) of the Code and the rules and
regulations promulgated thereunder.

6. OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

         (a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

         (b) PRICE. The exercise price of each Incentive Stock Option shall be
not less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted; the exercise price of
each Nonstatutory Stock Option shall be not less than eighty-five percent (85%)
of the Fair Market Value of the stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Option (whether an
Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an
exercise price lower than that set forth in the preceding sentence if such
Option is granted pursuant to an assumption or
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substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.

         (c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other Common Stock, (B) according to a
deferred payment or other arrangement (which may include, without limiting the
generality of the foregoing, the use of other Common Stock) with the person to
whom the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board. In the case of any deferred payment arrangement,
interest shall be compounded at least annually and shall be charged at the
minimum rate of interest necessary to avoid the treatment as interest, under any
applicable provisions of the Code, of any amounts other than amounts stated to
be interest under the deferred payment arrangement.

         (d) TRANSFERABILITY. An Option shall not be transferable except by will
or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person. The
person to whom the Option is granted may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third party who, in
the event of the death of the Optionee, shall thereafter be entitled to exercise
the Option.

         (e) VESTING. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The vesting provisions of
individual Options may vary but, to the extent necessary under then applicable
law, in each case will provide for vesting of at least twenty percent (20%) per
year of the total number of shares subject to the Option. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.

         (f) SECURITIES LAW COMPLIANCE. The Company may require any Optionee, or
any person to whom an Option is transferred under subsection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such person's own account and not with any present intention of selling or
otherwise distributing the stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (i) the issuance of
the shares upon the exercise of the
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Option has been registered under a then currently effective registration
statement under the Securities Act, or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may require the Optionee to provide such other representations, written
assurances or information which the Company shall determine is necessary,
desirable or appropriate to comply with applicable securities and other laws as
a condition of granting an Option to such Optionee or permitting the Optionee to
exercise such Option. The Company may, upon advice of counsel to the Company,
place legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the stock.

         (g) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR
CONSULTANT. In the event an Optionee's Continuous Status as an Employee,
Director or Consultant terminates (other than upon the Optionee's death or
disability), the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it as of the date of termination) but only
within such period of time ending on the earlier of (i) the date three (3)
months following the termination of the Optionee's Continuous Status as an
Employee, Director or Consultant, or such longer or shorter period, which shall
not be less than thirty (30) days, specified in the Option Agreement, or (ii)
the expiration of the term of the Option as set forth in the Option Agreement.
If, at the date of termination, the Optionee is not entitled to exercise his or
her entire Option, the shares covered by the unexercisable portion of the Option
shall revert to and again become available for issuance under the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified in the Option Agreement, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance under the Plan.

         (h) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous
Status as an Employee, Director or Consultant terminates as a result of the
Optionee's disability, the Optionee may exercise his or her Option (to the
extent that the Optionee was entitled to exercise it as of the date of
termination), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination (or such longer or
shorter period, which in no event shall be less than six (6) months, specified
in the Option Agreement), or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If, at the date of termination, the Optionee
is not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

         (i) DEATH OF OPTIONEE. In the event of the death of an Optionee during,
or within a period specified in the Option Agreement after the termination of,
the Optionee's Continuous Status as an Employee, Director or Consultant, the
Option may be exercised (to the extent the Optionee was entitled to exercise the
Option as of the date of death) by the Optionee's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionee's death pursuant to
subsection 6(d), but only within the period ending on the earlier of (i) the
date eighteen (18) months following the date of death (or such longer or shorter
period, which in no event shall be less than six (6) months,


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specified in the Option Agreement), or (ii) the expiration of the term of such
Option as set forth in the Option Agreement. If, at the time of death, the
Optionee was not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan. If, after death, the Option is not
exercised within the time specified herein, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance under the Plan.

         (j) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so
purchased shall be subject to a repurchase right in favor of the Company, with
the repurchase price to be equal to the original purchase price of the stock, or
to any other restriction the Board determines to be appropriate; provided,
however, that (i) the right to repurchase at the original purchase price shall
lapse at a minimum rate of twenty percent (20%) per year over five (5) years
from the date the Option was granted, and (ii) such right shall be exercisable
only within (A) the ninety (90) day period following the termination of
employment or the relationship as a Director or Consultant, or (B) such longer
period as may be agreed to by the Company and the Optionee (for example, for
purposes of satisfying the requirements of Section 1202(c)(3) of the Code
(regarding "qualified small business stock")), and (iii) such right shall be
exercisable only for cash or cancellation of purchase money indebtedness for the
shares. Should the right of repurchase be assigned by the Company, the assignee
shall pay the Company cash equal to the difference between the original purchase
price and the stock's Fair Market Value if the original purchase price is less
than the stock's Fair Market Value.

         (k) RIGHT OF REPURCHASE. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to
repurchase all or any part of the vested shares exercised pursuant to the
Option; provided, however, that (i) such repurchase right shall be exercisable
only within (A) the ninety (90) day period following the termination of
employment or the relationship as a Director or Consultant, or (B) such longer
period as may be agreed to by the Company and the Optionee (for example, for
purposes of satisfying the requirements of Section 1202(c)(3) of the Code
(regarding "qualified small business stock")), (ii) such repurchase right shall
be exercisable for less than all of the vested shares only with the Optionee's
consent, and (iii) such right shall be exercisable only for cash or cancellation
of purchase money indebtedness for the shares at a repurchase price equal to the
greater of (A) the stock's Fair Market Value at the time of such termination or
(B) the original purchase price paid for such shares by the Optionee. Should the
right of repurchase be assigned by the Company, the assignee shall pay the
Company cash equal to the difference between the original purchase price and the
stock's Fair Market Value if the original purchase price is less than the
stock's Fair Market Value.

         (l) RIGHT OF FIRST REFUSAL. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to exercise
a right of first refusal following receipt of notice from the Optionee of the
intent to transfer all or any part of the shares exercised pursuant to the
Option.

         (m) WITHHOLDING. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the
<PAGE>


exercise of such Option by any of the following means or by a combination of
such means: (1) tendering a cash payment; (2) authorizing the Company to
withhold shares from the shares of the Common Stock otherwise issuable to the
Optionee as a result of the exercise of the Option; or (3) delivering to the
Company owned and unencumbered shares of the Common Stock.

7. STOCK BONUS AWARDS.

         (a) AGREEMENT. Each Stock Bonus Award agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem appropriate.
The terms and conditions of Stock Bonus Award agreements may change from time to
time, and the terms and conditions of separate Stock Bonus Award agreements need
not be identical, but each Stock Bonus Award agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:

                  (i) A stock bonus may be awarded in consideration for past
services actually rendered to the Company or an Affiliate for its benefit.

                  (ii) Shares of Common Stock granted under the Stock Bonus
Award agreement may, but need not, be subject to a share repurchase option in
favor of the Company in accordance with a vesting schedule to be determined by
the Board.

                  (iii) In the event a Stock Bonus Award recipient's Continuous
Status as an Employee, Director or Consultant terminates, the Company may
reacquire any or all of the shares of Stock held by the recipient that have not
vested as of the date of termination under the terms of the applicable Stock
Bonus Award agreement.

                  (iv) Rights to acquire shares of Common Stock under a Stock
Bonus Award agreement shall be transferable by the recipient only upon such
terms and conditions as are set forth in the Stock Bonus Award agreement, as the
Board shall determine in its discretion, so long as Stock awarded under the
stock bonus agreement remains subject to the terms of the Stock Bonus Award
agreement.

8. COVENANTS OF THE COMPANY.

         (a) During the terms of the Options and Stock Bonus Awards, the Company
shall keep available at all times the number of shares of stock required to
satisfy such Options and Stock Bonus Awards

         (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Options and issue shares of
stock pursuant to Stock Bonus Awards; provided, however, that this undertaking
shall not require the Company to register under the Securities Act either the
Plan, any Option or Stock Bonus Award or any stock issued or issuable pursuant
to any such Option or Stock Bonus Award. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the
authority which counsel for the Company deems necessary for the lawful issuance
and sale of stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell stock upon exercise of such Options or
issue stock pursuant to such Stock Bonus Awards unless and until such authority
is obtained.

<PAGE>

9. USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

10. MISCELLANEOUS.

         (a) The Board shall have the power to accelerate the time at which an
Option may first be exercised or the time during which an Option or ,Stock Bonus
Award, or any part thereof will vest pursuant to subsections 6(e) or 7(a)(ii),
as appropriate, notwithstanding the provisions in the Option or Stock Bonus
Award stating the time at which it may first be exercised or the time during
which it will vest.

         (b) Neither an Optionee nor any person to whom an Option is transferred
under subsection 6(d) shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares subject to such Option unless and
until such person has satisfied all requirements for exercise of the Option
pursuant to its terms.

         (c) Throughout the term of any Option or Stock Bonus Award, the Company
shall deliver to the holder of such Option or Stock Bonus, not later than one
hundred twenty (120) days after the close of each of the Company's fiscal years
during the Option or Stock Bonus Award term, a balance sheet and an income
statement. This section shall not apply (i) after the Listing Date, or (ii) when
issuance is limited to key employees whose duties in connection with the Company
assure them access to equivalent information.

         (d) Nothing in the Plan or any instrument executed or Option or Stock
Bonus Award granted pursuant thereto shall confer upon any Employee, Director,
Consultant or Participant any right to continue in the employ of the Company or
any Affiliate (or to continue acting as a Director or Consultant or shall affect
the right of the Company or any Affiliate to terminate the employment of any
Employee, with or without cause, to remove any Director as provided in the
Company's Bylaws and the provisions of the Delaware General Corporation Law, or
to terminate the relationship of any Consultant subject to the terms of that
Consultant's agreement with the Company or Affiliate to which such Consultant is
providing services.

         (e) To the extent that the aggregate Fair Market Value (determined at
the time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.

11. ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the stock
subject to the Plan, or subject to any Option or Stock Bonus Award (through
merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or
other transaction not involving the receipt of consideration by the Company),
the Plan will be

<PAGE>


appropriately adjusted in the type(s) and maximum number of securities subject
to the Plan pursuant to subsection 4(a) and the maximum number of securities
subject to award to any person during any calendar year pursuant to subsection
5(c), and the outstanding Options and Stock Bonus Awards will be appropriately
adjusted in the type(s) and number of securities and price per share of stock
subject to such outstanding Options or Stock Bonus Awards. Such adjustments
shall be made by the Board or Committee, the determination of which shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

         (b) CORPORATE TRANSACTION. In the event of a Corporate Transaction,
then:

                  (i) any surviving or acquiring corporation shall assume
Options or Stock Bonus Awards outstanding under the Plan or shall substitute
similar awards (including awards to acquire the same consideration paid to
stockholders in the transaction described in this Subsection 10(b)) for those
outstanding under the Plan, or

                  (ii) in the event any surviving or acquiring corporation
refuses to assume such Options or Stock Bonus Awards or to substitute similar
awards for those outstanding under the Plan, then

                           (1) with respect to Options and Stock Bonus Awards
held by persons then performing services as Employees, Directors or Consultants
and subject to any applicable provisions of the California Corporate Securities
Law of 1968 and related regulations relied upon as a condition of issuing
securities pursuant to the Plan, the vesting of such Options and Stock Bonus
Awards and the time during which such Options may be exercised shall be
accelerated prior to such event and the Options terminated if not exercised
after such acceleration and at or prior to such event; and

                           (2) with respect to any other Options outstanding
under the Plan, such Options shall be terminated if not exercised prior to such
event.

         (c) CHANGE IN CONTROL. In the event of a Change in Control, then the
following provision shall apply with respect to each Participant who was an
Employee or Director on the date the Participant's Option(s) or Stock Bonus
Award(s) was granted (each, a "Covered Participant").

         If a Covered Participant's Continuous Status as an Employee, Director
or Consultant terminates due to an involuntary termination without Cause or
voluntary termination for Good Reason, in either case within thirteen (13)
months after the effective date of the Change in Control, then the vesting and
exercisability of all unvested Options and Stock Bonus Awards then held by such
Covered Participant shall be accelerated as to fifty percent (50%) of the then
unvested shares of stock subject to such Options and Stock Bonus Awards .

         The Board may provide, either at the time an Option or Stock Bonus
Award is granted or thereafter, that the provisions of subsections 11(c) shall
apply with respect to a Participant who does not qualify as a "Covered
Participant."

<PAGE>

         (d) LIMITATION ON ACCELERATION OF VESTING. Notwithstanding any of the
foregoing to the contrary, if any payment or benefit a Participant would receive
pursuant to a Change in Control from the Company or otherwise ("Payment") would
(i) constitute a "parachute payment" within the meaning of Section 280G of the
Code, and (ii) but for this sentence, be subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), then such Payment shall be reduced
to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest
portion of the Payment that would result in no portion of the Payment being
subject to the Excise Tax or (y) the largest portion, up to and including the
total, of the Payment, whichever amount, after taking into account all
applicable federal, state and local employment taxes, income taxes, and the
Excise Tax (all computed at the highest applicable marginal rate), results in
the Participant's receipt, on an after-tax basis, of the greater amount of the
Payment notwithstanding that all or some portion of the Payment may be subject
to the Excise Tax. If a reduction in payments or benefits constituting
"parachute payments" is necessary so that the Payment equals the Reduced Amount,
reduction shall occur in the following order unless the Participant elects in
writing a different order (provided, however, that such election shall be
subject to Company approval if made on or after the effective date of the event
that triggers the Payment): reduction of cash payments; cancellation of
accelerated vesting of Options; cancellation of accelerated vesting of Stock
Bonus Awards; reduction of employee benefits. In the event that acceleration of
vesting of Option compensation is to be reduced, such acceleration of vesting
shall be cancelled in the reverse order of the date of grant of the
Participant's Options unless the Participant elects in writing a different order
for cancellation. The accounting firm engaged by the Company for general audit
purposes as of the day prior to the effective date of the Change in Control
shall perform the foregoing calculations. If the accounting firm so engaged by
the Company is serving as accountant or auditor for the individual, entity or
group effecting the Change in Control, the Company shall appoint a nationally
recognized accounting firm to make the determinations required hereunder. The
Company shall bear all expenses with respect to the determinations by such
accounting firm required to be made hereunder. The accounting firm engaged to
make the determinations hereunder shall provide its calculations, together with
detailed supporting documentation, to the Company and the Participant within
fifteen (15) calendar days after the date on which such Participant s right to a
Payment is triggered (if requested at that time by the Company or the
Participant) or such other time as requested by the Company or the Participant.
If the accounting firm determines that no Excise Tax is payable with respect to
a Payment, either before or after the application of the Reduced Amount, it
shall furnish the Company and the Participant with an opinion reasonably
acceptable to the Participant that no Excise Tax will be imposed with respect to
such Payment. Any good faith determinations of the accounting firm made
hereunder shall be final, binding and conclusive upon the Company and the
Participant.

12. AMENDMENT OF THE PLAN, OPTIONS AND STOCK AWARDS.

         (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the shareholders of
the Company to the extent shareholder approval is necessary for the Plan to
satisfy the requirements of Section 422 of the Code, Rule 16b-3 under the
Exchange Act or any Nasdaq or securities exchange listing requirements.

<PAGE>

         (b) The Board may in its sole discretion submit any other amendment to
the Plan for stockholder approval, including, but not limited to, amendments to
the Plan intended to satisfy the requirements of Section 162(m) of the Code and
the regulations promulgated thereunder regarding the exclusion of
performance-based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.

         (c) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Participants with
the maximum benefits provided or to be provided under the provisions of the Code
and the regulations promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Incentive Stock Options granted under it into
compliance therewith.

         (d) Rights and obligations under any Option or Stock Bonus Award
granted before amendment of the Plan shall not be impaired by any amendment of
the Plan unless (i) the Company requests the consent of the person to whom the
Option or Stock Bonus Award was granted and (ii) such person consents in
writing.

         (e) The Board at any time, and from time to time, may amend the terms
of any one or more Options or Stock Bonus Awards; provided, however, that the
rights and obligations under any Option or Stock Bonus Award shall not be
impaired by any such amendment unless (i) the Company requests the consent of
the person to whom the Option or Stock Bonus Award was granted and (ii) such
person consents in writing.

13. TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on October 31, 2006, which shall be
within ten (10) years from the date the Plan is adopted by the Board or approved
by the stockholders of the Company, whichever is earlier. No Options or Stock
Bonus Awards may be granted under the Plan while the Plan is suspended or after
it is terminated.

         (b) Rights and obligations under any Option or Stock Bonus Award
granted while the Plan is in effect shall not be impaired by suspension or
termination of the Plan, except with the written consent of the person to whom
the Option or Stock Bonus Award was granted.

14. EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as determined by the Board, but no
Options granted under the Plan shall be exercised unless and until the Plan has
been approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.


<PAGE>


                              GENITOPE CORPORATION
                            STOCK OPTION GRANT NOTICE
                            (1996 STOCK OPTION PLAN)


Genitope Corporation (the "Company"), pursuant to its 1996 Stock Option Plan
(the "Plan"), hereby grants to Optionee an option to purchase the number of
shares of the Company's common stock set forth below. This option is subject to
all of the terms and conditions as set forth herein and in the Stock Option
Agreement, the Plan and the Notice of Exercise, all of which are attached hereto
and incorporated herein in their entirety.


Optionee:
                                                     ---------------------------
Date of Grant:
                                                     ---------------------------
Vesting Commencement Date:
                                                     ---------------------------
Number of Shares Subject to Option:
                                                     ---------------------------
Exercise Price Per Share:
                                                     ---------------------------
Expiration Date:
                                                     ---------------------------

TYPE OF GRANT:        [ ] Incentive Stock Option  [ ] Nonstatutory Stock Option

EXERCISE SCHEDULE:    [ ] Same as Vesting Schedule [X] Early Exercise Permitted

VESTING SCHEDULE:     [1/4th  of the shares vest one year after the Vesting
                      Commencement Date.
                      1/48th of the shares vest monthly thereafter over the next
                      three years.](1)

PAYMENT:               By one or a combination of the following items (described
                       in the Stock Option Agreement):

                                By cash or check
                                Pursuant to a Regulation T Program if the Shares
                                are publicly traded
                                By delivery of already-owned shares if the
                                Shares are publicly traded

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Optionee acknowledges receipt
of, and understands and agrees to, this Grant Notice, the Stock Option Agreement
and the Plan. Optionee further acknowledges that as of the Date of Grant, this
Grant Notice, the Stock Option Agreement and the Plan set forth the entire
understanding between Optionee and the Company regarding the acquisition of
stock in the Company and supersede all prior oral and written agreements on that
subject with the exception of (i) options previously granted and delivered to
Optionee under the Plan, and (ii) the following agreements only:

         OTHER AGREEMENTS:
                                        ----------------------------------------

                                        ----------------------------------------


GENITOPE CORPORATION                                OPTIONEE:

By:
    ----------------------------                    ----------------------------
            Signature                                         Signature

Title:                                              Date:
      --------------------------                         -----------------------

Date:
      -------------------------

ATTACHMENTS: Stock Option Agreement, 1996 Stock Option Plan , Notice of Exercise
and Regulation 260.141.11

--------
(1) USE PARTICULAR VESTING SCHEDULE APPROVED BY BOARD FOR EACH OPTIONEE.



<PAGE>


                                  ATTACHMENT I

                             STOCK OPTION AGREEMENT


<PAGE>


                              GENITOPE CORPORATION

                             1996 STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT
                   (INCENTIVE AND NONSTATUTORY STOCK OPTIONS)


         Pursuant to the Stock Option Grant Notice ("Grant Notice") and this
Stock Option Agreement, Genitope Corporation (the "Company") has granted you an
option under its 1996 Stock Option Plan (the "Plan") to purchase the number of
shares of the Company's Common Stock indicated in the Grant Notice at the
exercise price indicated in the Grant Notice. Defined terms not explicitly
defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.

         The details of your option are as follows:

         1. VESTING. Subject to the limitations contained herein, your option
will vest as provided in the Grant Notice, provided that vesting will cease upon
the termination of your Continuous Status as an Employee, Director or
Consultant.

         2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares subject to
your option and your exercise price per share referenced in the Grant Notice may
be adjusted from time to time for Capitalization Adjustments, as provided in the
Plan.

         3. EXERCISE PRIOR TO VESTING ("EARLY EXERCISE"). As permitted in the
Grant Notice (i.e., the "Exercise Schedule" indicates that "Early Exercise" of
your option is permitted) and subject to the provisions of this option, you may
elect at any time that is both (i) during the period of your Continuous Status
as an Employee, Director or Consultant and (ii) during the term of your option,
to exercise all or part of your option, including the nonvested portion of your
option; provided, however, that:

                  (a) a partial exercise of your option shall be deemed to cover
first vested shares and then the earliest vesting installment of unvested
shares;

                  (b) any shares so purchased from installments which have not
vested as of the date of exercise shall be subject to the purchase option in
favor of the Company as described in the Company's form of Early Exercise Stock
Purchase Agreement;

                  (c) you shall enter into the Company's form of Early Exercise
Stock Purchase Agreement with a vesting schedule that will result in the same
vesting as if no early exercise had occurred; and

                  (d) if your option is an incentive stock option, then, as
provided in the Plan, to the extent that the aggregate Fair Market Value
(determined at the time of grant) of stock with respect to which your option
plus all other incentive stock options you hold are exercisable for the first
time by you during any calendar year (under all plans of the Company and its
Affiliates) exceeds one hundred thousand dollars ($100,000), the options or
portions thereof that exceed

<PAGE>


such limit (according to the order in which they were granted) shall be treated
as nonstatutory stock options.

         4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise price in cash or by check or in any other manner PERMITTED BY THE GRANT
NOTICE, which may include one or more of the following:

                  (a) In the Company's sole discretion at the time your option
is exercised and provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board
which, prior to the issuance of Common Stock, results in either the receipt of
cash (or check) by the Company or the receipt of irrevocable instructions to pay
the aggregate exercise price to the Company from the sales proceeds.

                  (b) Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, by delivery of
already-owned shares of Common Stock, held for the period required to avoid a
charge to the Company's reported earnings (generally six months) or were not
acquired, directly or indirectly from the Company, owned free and clear of any
liens, claims, encumbrances or security interests, and valued at its Fair Market
Value on the date of exercise. "Delivery" for these purposes, in the sole
discretion of the Company at the time your option is exercised, shall include
delivery to the Company of your attestation of ownership of such shares of
Common Stock in a form approved by the Company. Notwithstanding the foregoing,
your option may not be exercised by tender to the Company of Common Stock to the
extent such tender would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company's stock.

         5. WHOLE SHARES. Your option may only be exercised for whole shares.

         6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, your option may not be exercised unless the shares issuable
upon exercise of your option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option must also comply with other
applicable laws and regulations governing the option, and the option may not be
exercised if the Company determines that the exercise would not be in material
compliance with such laws and regulations.

         7. TERM. The term of your option commences on the Date of Grant and
expires upon the EARLIEST of the following:

                  (a) three (3) months after the termination of your Continuous
Status as an Employee, Director or Consultant for any other reason, provided
that if during any part of such three- (3-)month period the option is not
exercisable solely because of the condition set forth in paragraph 6, the option
shall not expire until the earlier of the Expiration Date or until it shall

<PAGE>

have been exercisable for an aggregate period of three (3) months after the
termination of your Continuous Status as an Employee, Director or Consultant;

                  (b) twelve (12) months after the termination of your
Continuous Status as an Employee, Director or Consultant due to disability;

                  (c) twelve (12) months after your death if you die either
during your Continuous Status as an Employee, Director or Consultant or if your
death occurs within three (3) months after termination of your Continuous Status
as an Employee, Director or Consultant;

                  (d) the Expiration Date indicated in the Grant Notice;

                  (e) If your exercise of the option within three (3) months
after termination of your Continuous Status as an Employee, Director or
Consultant with the Company or with an Affiliate of the Company would result in
liability under Section 16(b) of the Securities Exchange Act of 1934, as
amended, then your option will expire on the earlier of (i) the Expiration Date
set forth above, (ii) the tenth (10th) day after the last date upon which
exercise would result in such liability or (iii) six (6) months and ten (10)
days after the termination of your Continuous Status as an Employee, Director or
Consultant with the Company or an Affiliate of the Company; or

                  (f) the tenth (10th) anniversary of the Date of Grant.

         If your option is an incentive stock option, note that, to obtain the
federal income tax advantages associated with an "incentive stock option," the
Code requires that at all times beginning on the date of grant of the option and
ending on the day three (3) months before the date of the option's exercise, you
must be an employee of the Company or an Affiliate, except in the event of your
death or your disability. The Company has provided for extended exercisability
of your option under certain circumstances for your benefit, but cannot
guarantee that your option will necessarily be treated as an "incentive stock
option" if you provide services to the Company or an Affiliate as a Consultant
or Director or if you exercise your option more than three (3) months after the
date your employment with the Company or an Affiliate terminates.

         8. EXERCISE. You may exercise the vested portion of your option (and
the unvested portion of your option as permitted by the Grant Notice) during its
term by delivering a Notice of Exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.

                  (a) By exercising your option you agree that, as a condition
to any exercise of your option, the Company may require you to enter an
arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
your option, (2) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise, or (3) the disposition of shares
acquired upon such exercise.

                  (b) If your option is an incentive stock option, by exercising
your option you agree that you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the shares of the Common
Stock issued upon exercise of your option that

<PAGE>


occurs within two (2) years after the date of your option grant or within one
(1) year after such shares of Common Stock are transferred upon exercise of your
option.

                  (c) By exercising your option you agree that the Company (or a
representative of the underwriters) may, in connection with the first
underwritten registration of the offering of any securities of the Company under
the Securities Act, require that you not sell, dispose of, transfer, make any
short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, any shares of
Common Stock or other securities of the Company held by you, for a period of
time specified by the underwriter(s) (not to exceed one hundred eighty (180)
days) following the effective date of the registration statement of the Company
filed under the Securities Act. You further agree to execute and deliver such
other agreements as may be reasonably requested by the Company and/or the
underwriter(s) which are consistent with the foregoing or which are necessary to
give further effect thereto. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to your Common Stock
until the end of such period.

         9. TRANSFERABILITY. Your option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your
option.

         10. RIGHT OF FIRST REFUSAL/RIGHT OF REPURCHASE. Vested shares that are
received upon exercise of your option are subject to any right of first refusal
that may be described in the Company's bylaws in effect at such time the Company
elects to exercise its right. The Company's right of first refusal shall expire
on the date of the first registration of an equity security of the Company under
Section 12 of the Exchange Act. In addition, to the extent provided in the
Company's bylaws as amended from time to time, the Company shall have the right
to repurchase all or any part of the shares received pursuant to the exercise of
your option.

         11. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.

<PAGE>


12.      WITHHOLDING OBLIGATIONS.

                  (a) At the time your option is exercised, in whole or in part,
or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your option.

                  (b) Upon your request and subject to approval by the Company,
in its sole discretion, and compliance with any applicable conditions or
restrictions of law, the Company may withhold from fully vested shares of Common
Stock otherwise issuable to you upon the exercise of your option a number of
whole shares having a Fair Market Value, determined by the Company as of the
date of exercise, not in excess of the minimum amount of tax required to be
withheld by law. If the date of determination of any tax withholding obligation
is deferred to a date later than the date of exercise of your option, share
withholding pursuant to the preceding sentence shall not be permitted unless you
make a proper and timely election under Section 83(b) of the Code, covering the
aggregate number of shares of Common Stock acquired upon such exercise with
respect to which such determination is otherwise deferred, to accelerate the
determination of such tax withholding obligation to the date of exercise of your
option. Notwithstanding the filing of such election, shares shall be withheld
solely from fully vested shares of Common Stock determined as of the date of
exercise of your option that are otherwise issuable to you upon such exercise.
Any adverse consequences to you arising in connection with such share
withholding procedure shall be your sole responsibility.

                  (c) Your option is not exercisable unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise your option when desired even though your option is
vested, and the Company shall have no obligation to issue a certificate for such
shares or release such shares from any escrow provided for herein.

         13. NOTICES. Any notices provided for in your option or the Plan shall
be given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

         14. GOVERNING PLAN DOCUMENT. Your option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
option, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of your option and
those of the Plan, the provisions of the Plan shall control.

<PAGE>


                                  ATTACHMENT II

                             1996 STOCK OPTION PLAN


<PAGE>


                                 ATTACHMENT III

                               NOTICE OF EXERCISE

<PAGE>


                              GENITOPE CORPORATION

                             1996 STOCK OPTION PLAN
                               NOTICE OF EXERCISE

Secretary
Genitope Corporation                         Date of Exercise:
525 Penobscot Drive                                           ------------------
Redwood City, CA  94063

Ladies and Gentlemen:

         This constitutes notice under my stock option that I elect to purchase
the number of shares for the price set forth below.

         Type of option (check one):       [ ] Incentive        [ ] Nonstatutory

         Stock option dated:
                                           --------------------
         Number of shares as
         to which option is
         exercised:
                                           --------------------

         Certificates to be
         issued in name of:
                                           --------------------

         Total exercise price:             $
                                            -------------------

         Cash payment delivered
         herewith:                         $
                                           --------------------

         By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the 1996 Stock Option Plan or the Stock
Option Agreement, (ii) to provide for the payment by me to you (in the manner
designated by you) of your withholding obligation, if any, relating to the
exercise of this option, and (iii) if this exercise relates to an incentive
stock option, to notify you in writing within fifteen (15) days after the date
of any disposition of any shares of Common Stock issued upon exercise of this
option that occurs within two (2) years after the date of grant of this option
or within one (1) year after such shares of Common Stock are issued upon
exercise of this option.

         I hereby make the following certifications and representations with
respect to the number of shares of Common Stock of the Company listed above (the
"Shares"), which are being acquired by me for my own account upon exercise of my
stock option as set forth above:

         1. I acknowledge that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and are deemed to
constitute "restricted securities" under Rule 701 and "control securities" under
Rule 144 promulgated under

<PAGE>


the Securities Act. I warrant and represent to the Company that I have no
present intention of distributing or selling said Shares, except as permitted
under the Securities Act and any applicable state securities laws.

         2. I further acknowledge that I will not be able to resell the Shares
for at least ninety days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934) under Rule 701 and that more restrictive
conditions apply to affiliates of the Company under Rule 144.

         3. I further acknowledge that all certificates representing any of the
Shares subject to the provisions of the option shall have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting restrictions pursuant to the Company's Certificate of Incorporation,
Bylaws and/or applicable securities laws.

         I further agree that, if required by the Company (or a representative
of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Securities Act, I will
not sell or otherwise transfer or dispose of any Shares or other securities of
the Company held by me as provided by the terms of the Plan and my Stock Option
Agreement.


                                                   Very truly yours,



                                                   -----------------------------


<PAGE>


                                  ATTACHMENT IV

                         CALIFORNIA CODE OF REGULATIONS

                                   260.141.11

<PAGE>


              STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE

         TITLE 10. Investment - Chapter 3. Commissioner of Corporations

260.141.11: RESTRICTION ON TRANSFER. (a) The issuer of any security upon which a
restriction on transfer has been imposed pursuant to Sections 260.102.6,
260.141.10 or 260.534 shall cause a copy of this section to be delivered to each
issuee or transferee of such security at the time the certificate evidencing the
security is delivered to the issuee or transferee.

(b) It is unlawful for the holder of any such security to consummate a sale or
transfer of such security, or any interest therein, without the prior written
consent of the Commissioner (until this condition is removed pursuant to Section
260.141.12 of these rules), except:

         (1)      to the issuer;

         (2)      pursuant to the order or process of any court;

         (3)      to any person described in subdivision (i) of Section 25102 of
                  the Code or Section 260.105.14 of these rules;

         (4)      to the transferor's ancestors, descendants or spouse, or any
                  custodian or trustee for the account of the transferor or the
                  transferor's ancestors, descendants, or spouse; or to a
                  transferee by a trustee or custodian for the account of the
                  transferee or the transferee's ancestors, descendants or
                  spouse;

         (5)      to holders of securities of the same class of the same issuer;

         (6)      by way of gift or donation inter vivos or on death;

         (7)      by or through a broker-dealer licensed under the Code (either
                  acting as such or as a finder) to a resident of a foreign
                  state, territory or country who is neither domiciled in this
                  state to the knowledge of the broker-dealer, nor actually
                  present in this state if the sale of such securities is not in
                  violation of any securities law of the foreign state,
                  territory or country concerned;

         (8)      to a broker-dealer licensed under the Code in a principal
                  transaction, or as an underwriter or a member of an
                  underwriting syndicate or selling group;

         (9)      if the interest sold or transferred is a pledge or other lien
                  given by the purchaser to the seller upon a sale of the
                  security for which the Commissioner's written consent is
                  obtained or under this rule not required;

         (10)     by way of a sale qualified under Sections 25111, 25112, 25113,
                  or 25121 of the Code, of the securities to be transferred,
                  provided that no order under Section 25140 or Subdivision (a)
                  of Section 25143 is in effect with respect to such
                  qualification;

         (11)     by a corporation to a wholly owned subsidiary of such
                  corporation, or by a wholly owned subsidiary of a corporation
                  to such corporation;

         (12)     by way of an exchange qualified under Section 25111, 25112 or
                  25113 of the Code, provided that no order under Section 25140
                  or Subdivision (a) of Section 25143 is in effect with respect
                  to such qualification;

         (13)     between residents of foreign states, territories or countries
                  who are neither domiciled nor actually present in this state;


<PAGE>

         (14)     to the State Controller pursuant to the Unclaimed Property Law
                  or to the administrator of the unclaimed property law of
                  another state; or

         (15)     by the State Controller pursuant to the Unclaimed Property Law
                  or by the administrator of the unclaimed property law of
                  another state if, in either such case, such person (i)
                  discloses to potential purchasers at the sale that transfer of
                  the securities is restricted under this rule, (ii) delivers to
                  each purchaser a copy of this rule, and (iii) advises the
                  Commissioner of the name of each purchaser;

         (16)     by a trustee to a successor trustee when such transfer does
                  not involve a change in the beneficial ownership of the
                  securities;

         (17)     by way of an offer and sale of outstanding securities in an
                  issuer transaction that is subject to the qualification
                  requirement of Section 25110 of the Code but exempt from that
                  qualification requirement by subdivision (f) of Section 25102;
                  provided that any such transfer is on the condition that any
                  certificate evidencing the security issued to such transferee
                  shall contain the legend required by this section.

(c)      The certificates representing all such securities subject to such a
         restriction on transfer, whether upon initial issuance or upon any
         transfer thereof, shall bear on their face a legend, prominently
         stamped or printed thereon in capital letters of not less than 10-point
         size, reading as follows:

                  "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF
                  THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE
                  ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
                  WRITTEN CONSENT OF THE COMMISSIONER OF
                  CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS
                  PERMITTED IN THE COMMISSIONER'S RULES."