<PAGE>
                                                                   Exhibit 10.18



[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


UCB Legal Dept.

================================================================================

                        LICENSE AND DEVELOPMENT AGREEMENT

                                     BETWEEN

                               UCB FARCHIM, S.A.

                                      AND

                        DYNAVAX TECHNOLOGIES CORPORATION

                                FEBRUARY 5, 2004

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    PAGE
                                                                                                                    ----
<S>                                                                                                                 <C>
ARTICLE 1. DEFINITIONS...........................................................................................     1

ARTICLE 2. LICENSES..............................................................................................    10

ARTICLE 3. MILESTONE AND ROYALTY PAYMENTS........................................................................    12

ARTICLE 4. REPORTS AND ACCOUNTING................................................................................    19

ARTICLE 5. PAYMENTS..............................................................................................    21

ARTICLE 6. DEVELOPMENT PROGRAM; COMMERCIALIZATION................................................................    21

ARTICLE 7. JOINT PROJECT COMMITTEE...............................................................................    25

ARTICLE 8. SUPPLY AND MANUFACTURE................................................................................    28

ARTICLE 9. PATENT PROSECUTION....................................................................................    31

ARTICLE 10. INFRINGEMENT.........................................................................................    33

ARTICLE 11. TRANSFER OF KNOW-HOW; TECHNICAL ASSISTANCE...........................................................    36

ARTICLE 12. WARRANTIES AND REPRESENTATIONS; LIMITATION OF LIABILITY; DISCLAIMERS; AND COVENANTS..................    38

ARTICLE 13. INDEMNIFICATION......................................................................................    41

ARTICLE 14. CONFIDENTIALITY......................................................................................    42

ARTICLE 15. TERM AND TERMINATION.................................................................................    44

ARTICLE 16. ASSIGNMENT; CHANGE OF CONTROL........................................................................    47

ARTICLE 17. REGISTRATION OF LICENSE..............................................................................    48

ARTICLE 18. NOTIFICATION AND AUTHORIZATION UNDER DRUG PRICE COMPETITION AND PATENT TERM RESTORATION ACT..........    48

ARTICLE 19. DISPUTE RESOLUTION...................................................................................    49

ARTICLE 20. GENERAL PROVISIONS...................................................................................    49
</TABLE>

                                    * * * * *

<PAGE>

                        LICENSE AND DEVELOPMENT AGREEMENT

         This LICENSE AND DEVELOPMENT AGREEMENT (this "Agreement") is made and
entered into as of this 5th day of February, 2004, by and between UCB FARCHIM,
S.A., a company organized under the laws of Switzerland ("UCB"), and DYNAVAX
TECHNOLOGIES CORPORATION, a corporation organized under the laws of the State of
Delaware ("Dynavax").

                                   WITNESSETH:

         WHEREAS, Dynavax has developed know-how and is obtaining or has
obtained patent rights relating to ISS (as hereinafter defined) and related
technology which activate or stimulate an immune response;

         WHEREAS, Dynavax has entered into an Exclusive License Agreement for
Methods, Compositions and Devices for Administration of Naked Nucleotides which
Express Biologically Active Peptides and Immunostimulatory Oligonucleotide
Conjugates, effective March 26, 1997, as amended on July 23, 1997, October 2,
1998 and September 22, 1999 (the "Primary License Agreement") with The Regents
of the University of California (the "Primary Licensor"), pursuant to which
Dynavax has obtained an exclusive worldwide license under the Primary Licensor's
patents and patent applications relating inter alia to ISS and has acquired the
right to grant sublicenses under such patents and patent applications;

         WHEREAS, Dynavax possesses certain technology, know-how and patent
rights relating to ISS and related technology and has the right to grant
licenses in respect of such technology, know-how and patent rights; and

         WHEREAS, UCB desires inter alia to obtain an exclusive license under
such technology, know-how and patent rights in the Fields (as hereinafter
defined).

         NOW, THEREFORE, in consideration of the premises and the covenants
herein contained, the parties hereto agree as follows:

                             ARTICLE 1. DEFINITIONS

         The following terms as used in this Agreement, when written with an
initial capital letter, shall have the meanings ascribed to them below:

         1.1.     "Acquisition Cost" shall mean the actual price paid by a party
to any non-Affiliate third party for acquiring any item (e.g., ISS, Conjugated
ISS, Combination ISS or another active ingredient), including shipping and
handling costs and customs duties incurred and paid by such party in connection
with the acquisition of such item.

         1.2.     "Act" shall have the meaning set forth in Section 18.1 hereof.

         1.3.     "Affiliate" shall mean, as to an entity, any corporation or
non-corporate business entity which, and for so long as it, controls, is
controlled by, or is under common control with

                                     - 1 -
<PAGE>

such entity. A corporation or non-corporate business entity shall be regarded as
in control of another corporation if (a) it owns, or directly or indirectly
controls, at least fifty (50%) percent of the voting stock of the other
corporation, or (b) in the absence of the ownership of at least fifty (50%)
percent of the voting stock of a corporation or in the case of a non-corporate
business entity or non-profit corporation, if it possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such corporation or non-corporate business entity, as applicable.

         1.4.     "Agreement" shall mean this License and Development Agreement,
including all Exhibits attached to this Agreement.

         1.5.     "Allergy Season" shall mean the six (6) month period from
January 1 to June 30 of any year during the term of this Agreement.

         1.6.     "Annual Net Sales" shall mean Net Sales in any given twelve
(12) month period beginning on January 1 and ending on December 31 of any year
during the term of this Agreement.

         1.7.     "BLA" shall mean a Biologics License Application as defined in
21 C.F.R. Section 601.2(a) or its United States or foreign equivalent.

         1.8.     "cGMP" shall mean the FDA's current good manufacturing
practices as described in 21 C.F.R. Section 211 Subparts A-J.

         1.9.     [***]

         1.10.    [***]

         1.11.    "Combination ISS" shall mean any ISS in combination with one
or more Field Allergens.

         1.12.    "Combination Products" shall mean Licensed Products which
contain as their active ingredients both or one or more Combination ISS or
Conjugated ISS and other active ingredients that are not proprietary to Dynavax
or its affiliates.

         1.13.    "Combined Annual Product Sales" shall have the meaning set
forth in Subsection 3.3(a) hereof.

         1.14.    "Confidentiality Agreements" shall have the meaning set forth
in Subsection 14.1(a) hereof.

                                     - 2 -

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

         1.15.    "Conjugated ISS" shall mean any ISS that is covalently bound
or otherwise chemically conjugated with one or more Field Allergens.

         1.16.    "Coordinator" shall have the meaning set forth in Section 7.1
hereof.

         1.17.    "Debarred Entity" shall have the meaning set forth in
Subsection 8.1(i) hereof.

         1.18.    "Development Program" shall have the meaning set forth in
Section 6.1 hereof.

         1.19.    "Disease Indications" shall mean the Ragweed Disease
Indication, the Grass Disease Indication and, if and only if UCB exercises the
Peanut Development Option, the Peanut Disease Indication.

         1.20.    "Dollars" shall mean United States dollars.

         1.21.    "Drug Master File" or "DMF" shall mean information in a
submission to the FDA (or comparable foreign regulatory agency) as defined in 21
C.F.R. Section 314.420(a).

         1.22.    [OMITTED].

         1.23.    "Dynavax Know-How" shall mean all inventions, discoveries,
trade secrets, information, materials, experience, data, formulas, procedures,
results and unpublished patent applications (a) which are rightfully held by
Dynavax as of the Effective Date (including any of the foregoing items licensed
to Dynavax under the Primary License Agreement), or (b) which are not Joint
Know-How or Joint Inventions and are developed or acquired by Dynavax during the
period beginning on the Effective Date and ending upon termination or expiration
of this Agreement pursuant to Article 15 including all manufacturing and
synthesis know-how; provided that, Dynavax Know-How shall include only such
inventions, discoveries, trade secrets, information, materials, experience,
data, formulas, procedures, results and unpublished patent applications which
are actually useful or reasonably necessary to practice the rights and licenses
granted by Dynavax to UCB under the Dynavax Patents pursuant to this Agreement,
including for the development, manufacturing or using of ISS, or the
development, registration, manufacturing, using or selling of Conjugated ISS,
Combination ISS or any Licensed Product pursuant to this Agreement. In addition,
notwithstanding the foregoing, Dynavax Know-How shall not be deemed to include
any of the foregoing to the extent, and only for as long as, Dynavax is
prohibited from disclosing the same to third parties pursuant to binding,
non-cancellable contractual nondisclosure obligations applicable to Dynavax.

         1.24.    "Dynavax Net Sales" shall mean:

                  (a)      with respect to Non-Combination Products, the gross
         sales price of such Non-Combination Products billed by Dynavax, its
         Affiliates or licensees to independent customers, less (i) normal and
         customary trade, quantity and cash discounts actually given, all
         rebates actually paid (including those paid to third party payors),
         sales, use, or other similar taxes, and all transportation, insurance
         and handling charges, each to the extent actually invoiced; and (ii)
         all credits and allowances actually granted to such independent
         customers on account of returns or retroactive price reductions in lieu
         of

                                     - 3 -
<PAGE>

         returns, whether during the specific royalty period or prior to the
         specific royalty period; and

                  (b)      with respect to Combination Products, an amount equal
         to (i) the gross sales price of such Combination Products billed by
         Dynavax, its Affiliates or licensees to independent customers, less (A)
         normal and customary trade, quantity and cash discounts actually given,
         all rebates actually paid (including those paid to third party payors),
         sales, use, or other similar taxes, and all transportation, insurance
         and handling charges, each to the extent actually invoiced, and (B) all
         credits and allowances actually granted to such independent customers
         on account of returns or retroactive price reductions in lieu of
         returns, whether during the specific royalty period or prior to the
         specific royalty period, multiplied by (ii) by the fraction A/(A + B)
         where A is the invoice price of the ISS, Conjugated ISS or Combination
         ISS, if sold separately, and B is the invoice price of any other active
         ingredient or ingredients in the combination, if sold separately; or
         if, on a country-by-country basis, the other active ingredient or
         ingredients in the combination (i.e the non-ISS, non-Conjugated ISS or
         non-Combination ISS component of the Combination Product) are not sold
         separately in said country, then by the fraction A/C where A is the
         invoice price of the ISS, Conjugated ISS or Combination ISS if sold
         separately, and C is the invoice price of the Combination Product; or
         if, on a country-by-country basis, neither the ISS, Conjugated ISS,
         Combination ISS nor the other active ingredient or ingredients of the
         Combination Product is sold separately in said country, then by a
         fraction to be agreed to by the Parties, acting reasonably and in good
         faith. .

         1.25.    "Dynavax Patents" shall mean (a) all patents and patent
applications in the Territory owned, co-owned, controlled by Dynavax or any of
its Affiliates or under which Dynavax or any of its Affiliates has a license or
right to practice with the right to extend such license or right to practice to
UCB (including all patents and patent applications licensed to Dynavax or any of
its Affiliates under the Primary License Agreement) which contain claims or
disclosures the rights to which are actually useful or reasonably necessary for
the development, manufacturing or using of ISS, or the development,
registration, manufacturing, using or selling of Conjugated ISS, Combination ISS
or the Licensed Products which are filed as of the Effective Date or during the
term of this Agreement, including any addition, continuation,
continuation-in-part or division thereof or any substitute application thereof;
(b) any patent issued with respect to such patent application, any reissue,
extension, patent term extension, supplementary protection certificate or the
like of any such patent, and any confirmation patent or registration patent or
patent of addition based on any such patent; and (c) any other United States or
foreign patent or inventor's certificate relating to any of the foregoing.
Dynavax Patents shall include, without limitation, those listed in Exhibit A
attached hereto.

         1.26.    "EC" means the European Community.

         1.27.    "Effective Date" shall mean the date set forth in the Preamble
of this Agreement.

         1.28.    "Exclusive ISS" shall mean any ISS included in a Conjugated
ISS or Combination ISS that the Joint Project Committee has designated as a
clinical development candidate in accordance with Section 7.4 for use with one
or more Field Allergens.

                                     - 4 -
<PAGE>

         1.29.    "FDA" shall mean the United States Food and Drug
Administration or any successor entity.

         1.30.    "FDA Approval" means approval of an NDA or a BLA or other
authorization to market or sell a regulated drug substance by the FDA.

         1.31.    "Field Allergen" shall mean (a) any ragweed allergen, (b) any
grass allergen, and (c) if and only if UCB exercises the Peanut Development
Option, any peanut allergen.

         1.32.    "Fields" shall mean: (a) the prophylaxis and/or treatment of
allergic reactions caused by ragweed; (b) the prophylaxis and/or treatment of
allergic reactions caused by grasses; and (c) if and only if UCB exercises the
Peanut Development Option, the prophylaxis and/or treatment of allergic
reactions caused by peanuts.

         1.33.    "Finished Drug Substance" shall mean Conjugated ISS or
Combination ISS, in formulated and finished form suitable for preclinical or
clinical or commercial use.

         1.34.    "Force Majeure" shall have the meaning set forth in Section
20.8(a) hereof.

         1.35.    "Grass Disease Indication" shall mean the prophylaxis and/or
treatment of allergic reactions caused by grasses.

         1.36.    "Grass Product" shall mean any pharmaceutical product for the
prophylaxis and/or treatment of allergic reactions caused by a grass containing
Conjugated ISS or Combination ISS; whether alone or in combination with other
active ingredients that are not proprietary to Dynavax or its Affiliates.

         1.37.    "IND" shall mean an Investigational New Drug Application as
defined in 21 C.F.R. Section 312.3(b) or its United States or foreign
equivalent.

         1.38.    "Indemnitees" shall mean (a) in the case of the indemnity set
forth in Section 13.1, Dynavax, its Affiliates, the Primary Licensor and the
trustees, directors, officers and employees of any of the foregoing; (b) in the
case of the indemnity set forth in Section 13.2, UCB, its Affiliates and
sublicensees, and their directors, officers and employees; and (c) in the case
of the Indemnitees referenced in Section 13.3, the parties identified in clauses
(a) and (b) of this Section, as applicable.

         1.39.    "Indemnitor" shall have the meaning set forth in Section 13.3
hereof.

         1.40.    "Information" shall have the meaning set forth in Section 14.1
hereof.

         1.41.    "ISS" shall mean any immunostimulatory nucleic acid sequence,
as described, disclosed or originally claimed in any Dynavax Patent listed in
Exhibit A as of the Effective Date, wherein the nucleosides in the nucleic acid
sequence can be naturally occurring or not naturally occurring and such
nucleosides can be connected through any form of naturally occurring or not
naturally occurring linkage.

                                     - 5 -
<PAGE>

         1.42.    "Joint Inventions" shall mean any inventions related to ISS,
Conjugated ISS, Combination ISS or the Licensed Products, whether patented or
not, which are jointly made during the period beginning on the Effective Date
and ending twelve (12) months after termination or expiration of this Agreement
pursuant to Article 15 by (a) at least one (1) employee of Dynavax or one of its
Affiliates or a person contractually required to assign or license patent rights
covering such inventions to Dynavax or one of its Affiliates, and (b) at least
one (1) employee of UCB or one of its Affiliates or a person contractually
required to assign or license patent rights covering such inventions to UCB or
one of its Affiliates.

         1.43.    "Joint Know-How" shall mean all inventions, discoveries, trade
secrets, information, data, formulas, procedures and results which are
reasonably necessary for the development, registration, manufacturing, using or
selling of the ISS, Conjugated ISS, Combination ISS or the Licensed Products
which are developed jointly during the period beginning on the Effective Date
and ending twelve (12) months after termination or expiration of this Agreement
by (a) at least one (1) employee of Dynavax or one of its Affiliates or a person
contractually required to assign or license such data and know-how to Dynavax or
one of its Affiliates, and (b) at least one (1) employee of UCB or one of its
Affiliates or a person contractually required to assign or license such data or
know-how to UCB or one of its Affiliates.

         1.44.    "Joint Patents" shall mean (a) all patent applications and
patents with respect to Joint Inventions, including any addition, continuation,
continuation-in-part or division thereof or any substitute application thereof,
and (b) any patent issued with respect to such patent application, any reissue,
extension, patent term extension, supplementary protection certificate or the
like of any such patent, and any confirmation patent or registration patent or
patent of addition based on any such patent.

         1.45.    "Joint Project Committee" shall mean the committee described
in Article 7 hereof.

         1.46.    "Key Executives" shall mean the Chief Executive Officer of
Dynavax and the Director General of UCB's pharmaceutical sector.

         1.47.    "Liabilities" shall mean claims, demands, losses, liabilities,
expenses and damages, including investigative costs, court costs and reasonable
attorneys' fees.

         1.48.    "Licensed Product" shall mean any Conjugated ISS or
Combination ISS or any pharmaceutical product containing one or more Conjugated
ISS or Combination ISS as an active ingredient, alone or in combination with
other active ingredients that are not proprietary to Dynavax or its Affiliates.

         1.49.    "Manufacturing Cost," in respect of a particular item (e.g.,
ISS, Conjugated ISS, Combination ISS or another active ingredient), shall mean
the reasonable fully burdened manufacturing costs of producing and shipping such
item (in accordance with GAAP in the United States, and in accordance with IAS
in Europe and in accordance with corresponding standards in all other countries
of the Territory), including direct labor (including allocable employee benefits
and employment taxes), direct material, direct energy, direct utilities and
other charges incurred directly by a party in the manufacture, packaging and
shipping by such party of

                                     - 6 -
<PAGE>

such item, together with allocable indirect costs and allocable overhead as well
as any third party royalties or license fees actually incurred in connection
with such manufacturing.

         1.50.    "Manufacturing Technology Transfer Plan" shall have the
meaning set forth in Section 11.3(b) hereof.

         1.51.    "Milestone Payment" shall have the meaning set forth in
Section 3.2 hereof.

         1.52.    "NDA" shall mean a New Drug Application as defined in 21
C.F.R. Section 314.3(b) or its United States or foreign equivalent.

         1.53.    "Net Sales" shall mean:

                  (a)      with respect to Non-Combination Products, the gross
         sales price of such Non-Combination Products billed by UCB, its
         Affiliates or sublicensees to independent customers, less (i) normal
         and customary trade, quantity and cash discounts actually given, all
         rebates actually paid (including those paid to third party payors),
         sales, use, or other similar taxes, and all transportation, insurance
         and handling charges, each to the extent actually invoiced; and (ii)
         all credits and allowances actually granted to such independent
         customers on account of returns or retroactive price reductions in lieu
         of returns, whether during the specific royalty period or prior to the
         specific royalty period; and

                  (b)      with respect to Combination Products, an amount equal
         to (i) the gross sales price of such Combination Products billed by
         UCB, its Affiliates or sublicensees to independent customers, less (A)
         normal and customary trade, quantity and cash discounts actually given,
         all rebates actually paid (including those paid to third party payors),
         sales, use, or other similar taxes, and all transportation, insurance
         and handling charges, each to the extent actually invoiced, and (B) all
         credits and allowances actually granted to such independent customers
         on account of returns or retroactive price reductions in lieu of
         returns, whether during the specific royalty period or prior to the
         specific royalty period, multiplied by (ii) by the fraction A/(A + B)
         where A is the invoice price of the ISS, Conjugated ISS or Combination
         ISS, if sold separately, and B is the invoice price of any other active
         ingredient or ingredients in the combination, if sold separately; or
         if, on a country-by-country basis, the other active ingredient or
         ingredients in the combination (i.e the non-ISS, non-Conjugated ISS or
         non-Combination ISS component of the Combination Product) are not sold
         separately in said country, then by the fraction A/C where A is the
         invoice price of the ISS, Conjugated ISS or Combination ISS if sold
         separately, and C is the invoice price of the Combination Product; or
         if, on a country-by-country basis, neither the ISS, Conjugated ISS,
         Combination ISS nor the other active ingredient or ingredients of the
         Combination Product is sold separately in said country, then by a
         fraction to be agreed to by the Parties, acting reasonably and in good
         faith..

         1.54.    "Non-Combination Products" shall mean Licensed Products which
contain as their active ingredients only one or more Combination ISS or
Conjugated ISS.

         1.55.    "Other Allergy License" shall have the meaning set forth in
Section 2.6 hereof.

                                     - 7 -
<PAGE>

         1.56.    "Other Allergy Product" shall mean any product comprised of
Conjugated ISS or Combination ISS (in each such case containing an allergen that
is different from and in place of a Field Allergen) for the treatment or
prophylaxis of an allergic reaction, excluding Grass Products, Ragweed Products
and Peanut Products.

         1.57.    "Patent Filing Countries" shall mean the United States, the
European Patent Office, Canada, Japan and Australia.

         1.58.    "Peanut Co-Promotion Agreement" shall have the meaning set
forth in Subsection 3.9(c) hereof.

         1.59.    "Peanut Co-Promotion Conditions" shall have the meaning set
forth in Subsection 3.9(b) hereof.

         1.60.    "Peanut Co-Promotion Option" shall have the meaning set forth
in Subsection 3.9(a) hereof.

         1.61.    "Peanut Development Option" shall have the meaning set forth
in Section 6.2(a) hereof.

         1.62.    "Peanut Development Plan" shall have the meaning set forth in
Section 6.2(a) hereof.

         1.63.    "Peanut Disease Indication" shall mean the prophylaxis and/or
treatment of allergic reactions caused by peanuts.

         1.64.    "Peanut Phase I Development" shall have the meaning set forth
in Section 6.2(b) hereof.

         1.65.    "Peanut Product" shall mean any pharmaceutical product for the
prophylaxis and/or treatment of allergic reactions caused by peanuts containing
Conjugated ISS or Combination ISS; whether alone or in combination with other
active ingredients that are not proprietary to Dynavax or its Affiliates.

         1.66.    "Phase I Clinical Trials" shall have the meaning ascribed to
it by the FDA in 21 C.F.R. 312.21(a).

         1.67.    "Phase II Clinical Trials" shall have the meaning ascribed to
it by the FDA in 21 C.F.R. 312.21(b).

         1.68.    "Phase III Clinical Trials" shall have the meaning ascribed to
it by the FDA in 21 C.F.R. 312.21(c).

         1.69.    "Phase III Completion Date" shall mean the date that is sixty
(60) days after the completion of statistical analyses of the final results of
those Phase III Clinical Trials that are reasonably necessary for purposes of
inclusion in an NDA or BLA, as applicable, for a Licensed Product and for which
(a) statistical analyses reveal that the predetermined endpoints were met

                                     - 8 -
<PAGE>

with statistically significant separation from placebo and (b) the safety
profile is reasonably acceptable for effective commercialization of such
Licensed Product.

         1.70.    "Primary License Royalty" shall have the meaning set forth in
Section 3.10 hereof.

         1.71.    "Proceeding" shall have the meaning set forth in Section 15.6
hereof.

         1.72.    "Ragweed and Grass Co-Promotion Agreement" shall have the
meaning set forth in Subsection 3.8(c) hereof.

         1.73.    "Ragweed and Grass Co-Promotion Conditions" shall have the
meaning set forth in Subsection 3.8(b) hereof.

         1.74.    "Ragweed and Grass Option" shall have the meaning set forth in
Subsection 3.8(a) hereof.

         1.75.    "Ragweed Disease Indication" shall mean the prophylaxis and/or
treatment of allergic reactions caused by ragweed.

         1.76.    "Ragweed Product" shall mean any pharmaceutical product for
the prophylaxis and/or treatment of allergic reactions caused by ragweed
containing Conjugated ISS or Combination ISS; whether alone or in combination
with other active ingredients that are not proprietary to Dynavax or its
Affiliates.

         1.77.    "Registration" shall mean, in relation to any Licensed
Product, such approvals by the regulatory authorities in a given country
(including pricing approvals, if any) as may be legally required before such
Licensed Product may be commercialized or sold in such country.

         1.78.    "Results" shall have the meaning set forth in Section 7.7
hereof.

         1.79.    "Territory" shall mean the entire world.

         1.80.    "Third Party License" shall have the meaning set forth in
Section 3.5 hereof.

         1.81.    "Third Party Royalties" shall have the meaning set forth in
Section 3.5 hereof.

         1.82.    "UCB Know-How" shall mean all inventions, discoveries, trade
secrets, information, materials, experience, data, formulas, procedures and
results that (a) are related to the Development Program, (b) are necessary for
the manufacture, use or sale of the Licensed Products, (c) are not Joint
Know-How or Joint Inventions, and (d) are developed or acquired by UCB during
the period beginning on the Effective Date and ending upon termination or
expiration of this Agreement pursuant to Article 15. In addition,
notwithstanding the foregoing, UCB Know-How shall not be deemed to include any
of the foregoing to the extent, and only for as long as, UCB is prohibited from
disclosing the same to third parties pursuant to binding, non-cancellable
contractual nondisclosure obligations applicable to UCB.

                                     - 9 -
<PAGE>

         1.83.    "Unlicensed Unit Sales" shall have the meaning set forth in
Subsection 3.3(g)(i) hereof.

         1.84.    "Valid Claim" shall mean (a) an issued claim of any issued and
unexpired patent included among the Dynavax Patents, that (i) has not been held
unenforceable, unpatentable or invalid by a decision of a court or governmental
body of competent jurisdiction, which is unappealable or unappealed within the
time allowed for appeal, (ii) has not been rendered unenforceable through
disclaimer or otherwise, and (iii) has not been lost through an interference or
opposition proceeding (a "Valid Issued Claim"), and/or (b) a claim in a pending
patent application among the Dynavax Patents that has not been abandoned or
finally rejected and which has been pending for less than seven (7) years after
the earliest priority date to which it is entitled ("Valid Pending Claim")
(which claim, if later issued, shall be considered a Valid Issued Claim in
accordance with clause (a) of this Section).

                               ARTICLE 2. LICENSES

         2.1.     License Under Dynavax Patents and Dynavax Know-How. Subject to
the terms of this Agreement and except to the extent expressly reserved or
otherwise specified in Sections 2.4, 2.7 and 2.8 below, Dynavax hereby grants
UCB the exclusive right and license under the Dynavax Patents and the Dynavax
Know-How in the Territory: (a) to make, have made, develop, import and export,
use, market, distribute, promote, offer for sale, sell and have sold Licensed
Products in the Fields during the term of this Agreement; and (b) to make, have
made, develop, import and export, use, market, distribute, promote, offer for
sale, sell and have sold Licensed Products which contain an Exclusive ISS for
any purpose.

         2.2.     Extension to Affiliates. UCB shall have the right to extend
its rights under the license granted in Section 2.1 to one or more of its
Affiliates.

         2.3.     Sublicenses. UCB may grant sublicenses to non-Affiliate third
parties in its sole discretion; provided, however, that UCB may not grant a
sublicense without Dynavax's prior consent if the terms under which such
sublicense is granted provide a benefit to UCB in which Dynavax does not share
and the sublicensee is not adequately incentivized to commercialize the relevant
Licensed Product. All such sublicenses shall be subject to the applicable terms
and conditions of this Agreement and protect Dynavax and its rights to the same
extent as protected herein. No sublicense granted by UCB shall relieve it of any
of its obligations hereunder. UCB shall provide Dynavax with notice of its grant
of a sublicense. Upon written request, UCB shall promptly provide Dynavax with a
confidential copy of any executed sublicense agreement and such other
information necessary to understand the material terms of such sublicense.

         2.4.     Rights Reserved by Dynavax. Dynavax hereby reserves the right
and license to make, have made, use and import Licensed Products in the Fields
in the Territory to the extent and only to the extent necessary to fulfill its
obligations under Articles 6 and 8 of this Agreement. Except to the extent
expressly provided in this Agreement, Dynavax grants no rights or licenses
hereunder, implied or otherwise, in, to or under any intellectual property
rights or proprietary rights of Dynavax.

                                     - 10 -
<PAGE>

         2.5.     Covenant Not to Sue. Dynavax agrees that during the term of
this Agreement, neither it nor any of its Affiliates or sublicensees, as
applicable, will assert against UCB or its Affiliates or sublicensees any
Dynavax Patent that is or might be infringed by reason of UCB's or its
Affiliates' or sublicensees' exercise of the license granted to it hereunder.

         2.6.     Right of First Negotiation. If, at any time during the term of
this Agreement, Dynavax considers entering into a license, development,
collaboration, co-promotion or other similar agreement or arrangement regarding
any Other Allergy Product, Dynavax shall first give written notice thereof to
UCB. Such notice shall include a description of the rights which Dynavax has
with respect to such Other Allergy Product, together with all data and
information in Dynavax's possession relating to such Other Allergy Product.
Thereafter, UCB shall have [***] to notify Dynavax whether UCB is interested in
commencing negotiations to obtain a license to such rights (an "Other Allergy
License"). If UCB does not give such notice within such [***] day period,
Dynavax shall be entitled to commence negotiations and enter into agreements
with a third party in respect of such Other Allergy License. If UCB gives such
notice within such [***] day period, the parties shall commence good faith
negotiations in an effort to reach agreement on the terms of such Other Allergy
License. If such negotiations do not result in the execution of such Other
Allergy License (or a binding letter of intent therefor) within [***] after the
date of UCB's written notice above, Dynavax shall be entitled to commence
negotiations and enter into agreements with a third party in respect of such
Other Allergy License; provided, however, that Dynavax agrees that, for a period
of [***] after cessation of such negotiations with UCB, [***]. In such event,
UCB shall have [***].

         2.7.     Retained License by Primary Licensor. UCB acknowledges that,
pursuant to Paragraph 2.4 of the Primary License Agreement, the Primary Licensor
has retained on its behalf a royalty-free right and license to use the Invention
(as defined in the Primary License Agreement) and associated technology for its
own non-commercial, educational and research purposes. UCB acknowledges that the
licenses and rights granted to UCB hereunder shall be subject to the applicable
terms and conditions of the Primary License Agreement attached hereto as Exhibit
H.

         2.8.     United States Government Rights. UCB acknowledges that the
portion of the Dynavax Patents and Dynavax Know-How licensed to Dynavax under
the Primary License Agreement were developed with financial or other assistance
through grants or contracts funded by the United States government. UCB
acknowledges that its license rights to such portion of the Dynavax Patents and
Dynavax Know-How are subject to the rights of the United States government
pursuant to 35 U.S.C. Sections 200-212 and applicable regulations promulgated
thereunder.

         2.9.     Unauthorized Uses. Dynavax and its Affiliates shall not
develop, attempt to register, register or sell, directly or indirectly, (nor
license third parties the right to develop, attempt to register, register or
sell, directly or indirectly) for any indication (a) [***]

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
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[***] or (b) [***]. Dynavax and its Affiliates shall not attempt to register,
register, or promote, directly or indirectly, [***], nor shall Dynavax enter
into a licensing agreement with a third party that authorizes and enables such
third party to attempt to register, register, or promote, directly or
indirectly, [***].

                    ARTICLE 3. MILESTONE AND ROYALTY PAYMENTS

         3.1.     Initial License and Development Fee. On the Effective Date,
UCB shall pay to Dynavax, by wire transfer of immediately available funds, an
initial license and development fee in an aggregate amount equal to [***].

         3.2.     Milestone Payments. UCB shall pay to Dynavax milestone
payments (each a "Milestone Payment") in the amounts specified below no later
than [***] after the occurrence of the corresponding event designated below,
unless UCB has given Dynavax notice of termination of this Agreement pursuant to
Section 15.3(a) in the entire Territory for the Licensed Product for which such
Milestone Payment is due prior to such due date. [***]. Notwithstanding the
foregoing, the Milestone Payments shall be subject to reduction and offset in
accordance with this Agreement.

<TABLE>
<CAPTION>
                                                    Aggregate
                                                    Milestone
                    Event                            Payment
---------------------------------------------       ---------
<S>                                                 <C>
Phase III Completion Date for Ragweed Product         [***]
FDA Acceptance of NDA for Ragweed Product             [***]
FDA Approval of Ragweed Product                       [***]
EC Approval of Grass Product                          [***]
                                                      =====
Total Milestone Payments                              [***]
</TABLE>

         3.3.     Royalties.

                  (a)      UCB shall pay Dynavax a royalty according to the
         following schedule based on the combined Annual Net Sales of the
         Licensed Products (excluding Peanut Products) ("Combined Annual Product
         Sales") sold in the Territory in a given year during the term of this
         Agreement, subject to the reductions and offsets set forth in this
         Agreement.

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

<TABLE>
<CAPTION>
                                                            Combined Annual Product
                                                                 Royalty Rates
           Combined Annual Product Sales                    (% of Annual Net Sales)
--------------------------------------------------          -----------------------
<S>                                                         <C>
Less than [***]                                                       [***]
Greater than or equal to [***] and less than [***]                    [***]
Greater than or equal to [***] and less than [***]                    [***]
Greater than or equal to [***]                                        [***]
</TABLE>

                  (b)      Royalties shall be paid at the rates set forth in
         Subsection 3.3(a) above for that portion of the Combined Annual Product
         Sales that fall within the respective royalty rate ranges. For example:
         if Combined Annual Product Sales in a given year are [***], then UCB
         would pay a royalty of [***] on the first [***], [***] on the next
         [***] and [***] on the final [***].

                  (c)      Royalties shall be paid at the rates set forth in
         Subsection 3.3(a) above in respect of a given Licensed Product in a
         given country only so long as the manufacture, use, offer for sale,
         sale or importation of such Licensed Product in such country would, in
         the absence of this license, infringe a Valid Issued Claim.

                  (d)      Notwithstanding the foregoing, royalties shall be
         paid at [***]] of the rates set forth in Subsection 3.3(a) above (i) in
         respect of a given Licensed Product in a given country only so long as
         the manufacture, use, offer for sale, sale or importation of such
         Licensed Product in such country would, in the absence of this license,
         infringe a Valid Pending Claim but not a Valid Issued Claim and (ii) on
         Dynavax Know-How alone for Licensed Products that do not infringe a
         Valid Claim in a given country. In no event will the royalties paid in
         respect of a given Licensed Product exceed the rates set forth in
         Subsection 3.3(a) above.

                  (e)      All royalty obligations under this Section 3.3 with
         respect to a given Licensed Product in a given country shall cease upon
         the later to occur of (i) the date when the last Valid Issued Claim in
         such country covering such Licensed Product expires or is otherwise
         extinguished, and (ii) the earlier of (A) the date that is[***] after
         the date of first commercial sale following Registration of such
         Licensed Product in such country and (B) [***].

                  (f)      All royalties payable under this Section 3.3 are
         subject to the reductions expressly set forth elsewhere in this Article
         3; provided, however, that except as set forth in Section 3.3(g) below,
         in no event shall the reductions or deductions under those sections or
         any other provision of this Agreement, when applied in the aggregate,
         reduce the royalties otherwise owed to Dynavax (as calculated under
         Sections 3.3(a) through 3.3(e)) by more than [***].

                  (g)      Unlicensed Unit Sales.

                           (i)      If at any time during the term of this
                  Agreement, any party other than UCB, its Affiliates or
                  sublicensees commences selling a product containing any
                  Conjugated ISS or Combination ISS in one of the Fields in any
                  country in the

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<PAGE>

                  Territory in which Valid Claims exist but are insufficient to
                  prevent such sales (collectively "Unlicensed Unit Sales"),
                  because (a) a court of competent jurisdiction in such country
                  has rendered a final unappealed or unappealable decision that
                  such Valid Claims are invalid or not infringed by such
                  Unlicensed Unit Sales, or (b) (i) Dynavax has failed within
                  ninety (90) days to terminate such sales or to institute an
                  action to prevent continuation thereof and thereafter, to
                  prosecute such action diligently, and (ii) UCB has not
                  exercised its right to institute such an action itself under
                  Section 10.3, then UCB's royalty obligations with respect to
                  sales of Licensed Products in such country shall be reduced
                  (commencing with the royalty period next succeeding the
                  royalty period in which such Unlicensed Unit Sales first
                  occur) by an amount equal to [***].

                           (ii)     If UCB is entitled to a royalty reduction
                  based on Unlicensed Unit Sales pursuant to this Subsection
                  3.3(g) for any royalty period, UCB or its Affiliates or
                  sublicensees shall submit the evidence of Unlicensed Unit
                  Sales, as applicable, for the relevant royalty period to
                  Dynavax, together with UCB's or its Affiliates' or
                  sublicensees' sales report for the relevant royalty period.
                  Such sales reports for each royalty period in which UCB is
                  entitled to such royalty reduction shall be submitted with the
                  royalty report for such royalty period submitted pursuant to
                  Section 4.1.

         3.4.     Accrual of Royalties. No royalty shall be payable on any
Licensed Product made, sold (at or below cost), or used for tests or development
purposes, or distributed as samples (at no charge). No royalties shall be
payable on sales among UCB, its Affiliates and sublicensees (provided no such
party is an end user or customer), but royalties shall be payable on subsequent
sales by UCB, its Affiliates or sublicensees to an unaffiliated third party.
[***].

         3.5.     Third Party Royalties. If UCB, its Affiliates or sublicensees
reasonably determine after consultation with Dynavax that it or they are
required to pay royalties or other license fee amounts under a license agreement
(collectively, the "Third Party Royalties") to any third party because the
manufacture, use, offer for sale, sale or importation of a Licensed Product
infringes any patent of such third party or would infringe a patent that may
issue from a patent application of such third party in one or more countries (a
"Third Party License"), UCB, its Affiliates or sublicensees may deduct such
Third Party Royalties from the royalties thereafter payable to Dynavax;
provided, however, that in no event shall such Third Party Royalties reduce the
royalties paid to Dynavax by more that [***] of the royalties otherwise payable
to Dynavax. Notwithstanding the above, if UCB enters into an agreement with any
[***]

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

[***] payable to Dynavax under this Agreement.

         3.6.     Compulsory Licenses. Should a compulsory license be granted by
Dynavax to any third party in any country of the Territory to make, have made,
use, import and export, market, distribute, promote, offer for sale or sell
Licensed Products, the royalty rate payable hereunder for sales of the Licensed
Products by UCB in such country shall be adjusted to match any lower royalty
rate granted to such third party for such country; provided that such compulsory
license was not granted as a direct result of any material failure of UCB to
perform its obligations under this Agreement with respect to such country.

         3.7.     Reduction in Royalty Due to Invalid Claims. In the event that
all applicable Valid Issued Claims of patents or patent applications included in
the Dynavax Patents under which UCB is selling or actively developing a Licensed
Product shall be held invalid by a court of competent jurisdiction in a given
country in the Territory, whether or not there is a conflicting decision by
another court of competent jurisdiction in such country, UCB may pay the reduced
royalty rate set forth in Section 3.3(d) on its, its Affiliates' and its
sublicensees' sales in such country of such Licensed Product covered by such
claims until such judgment is finally reversed by an unappealed or unappealable
decision of a court of higher jurisdiction in such country or is otherwise
unappealable or is unappealed within the time allowed therefor. If such judgment
is finally reversed by an unappealable decree of a court of higher jurisdiction
in such country, or is deemed reversed as provided herein, the former royalty
rates shall be restored and the royalty payments not theretofore made shall
become due and payable, together with interest, to Dynavax. If such judgment is
not reversed, deemed reversed, is unappealed or becomes unappealable, as
aforesaid, UCB shall be entitled to retain all of the royalties withheld
pursuant to this Section 3.7.

         3.8.     Ragweed and Grass Co-Promotion Option.

                  (a)      If [***], Dynavax shall have an option (the "Ragweed
         and Grass Option") to co-promote (and revenue share) solely in the
         United States both the Ragweed Product and the Grass Product in lieu of
         receiving royalties with respect to sales of such products in the
         United States pursuant to Section 3.3. Dynavax may exercise the Ragweed
         and Grass Option by giving written notice to UCB within [***] after the
         end of such year provided that it has satisfied the Ragweed and Grass
         Co-Promotion Conditions. If Dynavax elects to exercise the Ragweed and
         Grass Option, [***].

                  (b)      The right of Dynavax to exercise the Ragweed and
         Grass Option shall be subject to satisfaction of the following
         conditions (the "Ragweed and Grass Co-

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         Promotion Conditions"): [***]. If Dynavax has given UCB notice of
         exercise of the Ragweed and Grass Co-Promotion Option but has failed to
         satisfy one or more of the Ragweed and Grass Co-Promotion Conditions,
         Dynavax shall thereafter have a further period of [***] within which to
         redress any such failure.

                  (c)      If Dynavax satisfies the Ragweed and Grass
         Co-Promotion Conditions and elects to exercise the Ragweed and Grass
         Option, then UCB and Dynavax shall execute a co-promotion agreement for
         the United States market in the form attached hereto as Exhibit B (the
         "Ragweed and Grass Co-Promotion Agreement") and UCB shall no longer pay
         any royalties for sales of the Ragweed Product and Grass Product in the
         United States pursuant to Section 3.3. The Ragweed and Grass
         Co-Promotion Agreement shall provide that [***]. All Net Sales of
         Ragweed Products and Grass Products outside the United States will
         remain subject to the royalties set forth in Section 3.3.

                  (d)      If (i) [***], (ii) any of the Ragweed and Grass
         Co-Promotion Conditions are not satisfied, or (iii) Dynavax elects not
         to exercise the Ragweed and Grass Option, the royalty terms applicable
         to the Ragweed Product set forth in this Article 3 shall apply to the
         Combined Annual Net Sales in the Territory of both the Ragweed Product
         and the Grass Product.

         3.9.     Peanut Co-Promotion Option.

                  (a)      If UCB has exercised the Peanut Development Option
         and Dynavax has satisfied the Peanut Co-Promotion Conditions, then
         Dynavax shall have an option (the "Peanut Co-Promotion Option") to
         co-promote (and revenue share) solely in the United States the Peanut
         Product. Dynavax may exercise the Peanut Co-Promotion Option by giving
         written notice to UCB within [***] after FDA Approval of the Peanut
         Product provided that it has satisfied the Peanut Co-Promotion
         Conditions.

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                  (b)      The right of Dynavax to exercise the Peanut
         Co-Promotion Option shall be subject to satisfaction of the following
         conditions (the "Peanut Co-Promotion Conditions"): [***]. If Dynavax
         has given UCB notice of exercise of the Peanut Co-Promotion Option but
         has failed to satisfy one or more of the Peanut Co-Promotion
         Conditions, Dynavax shall thereafter have a further period of [***]
         within which to redress any such failure.

                  (c)      If Dynavax satisfies the Peanut Co-Promotion
         Conditions and elects to exercise the Peanut Co-Promotion Option, then
         UCB and Dynavax shall execute a co-promotion agreement for the United
         States market in the form of attached hereto as Exhibit C (the "Peanut
         Co-Promotion Agreement"). [***].

                  (d)      [***].

         3.10.    [***].

         3.11.    [***].

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<PAGE>

         [***].

         3.12     [***].

         3.13     [***].

                  (a) [***].

                  (b) [***].

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         [***].

                        ARTICLE 4. REPORTS AND ACCOUNTING

         4.1.     Royalty Reports and Records.

                  (a)      During the term of this Agreement commencing with the
         first commercial sale by of the first Licensed Product, UCB shall
         furnish, or cause to be furnished to Dynavax, written reports governing
         each calendar quarter showing:

                           (i)      the gross sales of all Licensed Products on
                  a Licensed Product by Licensed Product and country by country
                  basis sold by UCB, its Affiliates and sublicensees during the
                  reporting period, together with the calculations of Net Sales
                  in accordance with Section 1.53;

                           (ii)     the royalties payable in Dollars, which
                  shall have accrued hereunder in respect of such Net Sales;

                           (iii)    the exchange rates used, if any, in
                  determining the amount of Dollars; and

                           (iv)     [***].

                  (b)      With respect to sales of the Licensed Product
         invoiced in Dollars, the gross sales, Net Sales, and royalties payable
         shall be expressed in Dollars. With respect to sales of the Licensed
         Product invoiced in a currency other than Dollars, the gross sales, Net
         Sales, and royalties payable shall be expressed in the domestic
         currency of the party making the sale together with the Dollar
         equivalent of the royalty payable, calculated using the simple average
         of the exchange rates published in the Wall Street Journal on the last
         day of each month during the reporting period. If any UCB Affiliate or
         sublicensee makes any sales invoiced in a currency other than its
         domestic currency, the gross sales and Net Sales shall be converted to
         its domestic currency in accordance with the Affiliate's or
         sublicensee's normal accounting practices. UCB or its Affiliate or
         sublicensee making any royalty payment shall furnish to Dynavax [***]

                  (c)      Reports shall be made on a quarterly basis. Quarterly
         reports shall be due within thirty (30) days of the close of every
         calendar quarter. UCB shall keep, and shall require its Affiliates and
         sublicensees to keep, accurate records in sufficient detail to enable
         royalties and other payments payable hereunder to be determined. UCB
         shall be

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                  responsible for all royalties and late payments that are due
                  to Dynavax that have not been paid by UCB's Affiliates and
                  sublicensees. UCB's Affiliates and sublicensees shall have,
                  and shall be notified by UCB that they have, the option of
                  making any royalty payment directly to Dynavax.

         4.2.     Right to Audit. Dynavax shall have the right, upon prior
notice to UCB, not more than once in any calendar year, through an independent
certified public accountant selected by Dynavax and acceptable to UCB, which
acceptance shall not be unreasonably refused, to have access during normal
business hours to those records of UCB, its Affiliates and sublicensees as may
be reasonably necessary to verify the accuracy of any royalty payments due
hereunder and the corresponding royalty reports required to be furnished by UCB,
its Affiliates and sublicensees pursuant to Section 4.1. Such accountant may
report only the accuracy or inaccuracy of the royalty payments to be made
hereunder and the corresponding royalty reports required to be furnished by UCB,
its Affiliates and sublicensees and, in the event they are determined to be
inaccurate, the corrections in the amounts which need to be made to such
payments and reports. UCB shall include in any sublicenses granted pursuant to
this Agreement a provision requiring the sublicensee to keep and maintain
records of sales made pursuant to such sublicense and to grant access to such
records by Dynavax's independent certified public accountant, as applicable,
under the same terms that Dynavax has access to UCB's records. If such
independent certified public accountant's report shows any underpayment of
royalties by UCB, its Affiliates or sublicensees, within [***] after UCB's
receipt of such report, UCB shall remit or shall cause its sublicensees to remit
to Dynavax:

                  (a)      the amount of such underpayment; and

                  (b)      if such underpayment exceeds [***] of the total
         royalties owed for the calendar year then being reviewed, the
         reasonably necessary fees and expenses of such independent certified
         public accountant performing the audit. Otherwise, Dynavax's
         accountant's fees and expenses shall be borne by Dynavax. Any
         overpayment of royalties shall be fully creditable against future
         royalties payable in any subsequent royalty periods or if this
         Agreement terminates or expires before such overpayment is fully
         credited, Dynavax agrees to refund the uncredited portion of such
         overpayment within [***] after receipt of the final royalty payment
         hereunder. In any given year, Dynavax shall [***]. The right of Dynavax
         to audit hereunder shall survive [***] after expiration or termination
         of this Agreement. UCB shall retain, and shall cause its Affiliates and
         sublicensees to retain, those records required to be maintained
         pursuant to this Section 4.2 in respect of each calendar year for a
         period of [***] after the end of such calendar year.

         4.3.     Confidentiality of Records. All information subject to review
under this Article 4 shall be confidential. Except where otherwise required by
law, Dynavax and its accountant shall retain all such information in confidence.

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<PAGE>

                               ARTICLE 5. PAYMENTS

         5.1.     Payments and Due Dates.

                  (a)      Except as otherwise provided herein, royalties and
         other amounts payable to Dynavax as a result of activities occurring
         during the period covered by each royalty report provided for under
         Article 4 of this Agreement shall be due and payable on the date such
         royalty report is due. Payments of royalties and other amounts in whole
         or in part may be made in advance of such due date. All payments not
         paid when due hereunder, including royalties and milestones, shall bear
         interest to the extent permitted under applicable law at the prime rate
         per annum quoted in the Wall Street Journal on the first business day
         after such payment is due, plus an additional [***], calculated on the
         number of days such payment is delinquent.

                  (b)      All payments to Dynavax shall be made by wire
         transfer to an account of Dynavax designated by Dynavax from time to
         time; provided, however, that in the event that Dynavax fails to
         designate such account, UCB or its Affiliates and sublicensees may
         remit payment to Dynavax to the address applicable for the receipt of
         notices hereunder; provided, further, that any notice by Dynavax of
         such account or change in such account, shall not be effective until
         sixty (60) days after receipt thereof by UCB.

         5.2.     Currency Restrictions. Except as hereinafter provided in this
Section 5.2, all royalties and other amounts shall be paid in Dollars. If, and
to the extent, at any time, legal restrictions prevent the prompt remittance of
part of or all royalties with respect to any country in the Territory where
Licensed Products are sold, UCB or its sublicensee shall have the right and
option to make such payments by depositing the amount thereof in local currency
to Dynavax's accounts in a bank or depository in such country.

                ARTICLE 6. DEVELOPMENT PROGRAM; COMMERCIALIZATION

         6.1.     Ragweed and Grass Development Program. Subject to Dynavax's
timely performance of its obligations hereunder, UCB will undertake, or, if
applicable, will cause its Affiliates and sublicensees to undertake, or will
reimburse Dynavax for its reasonable costs and for UCB-approved third-party
costs in undertaking, the development activities described in this Article 6.
Amounts owed to Dynavax for its activities under the Development Program shall
be paid quarterly. UCB will provide funding for the Development Program (defined
below) in accordance with the budget therefor. . UCB shall, at its expense, use
commercially reasonable efforts (a) to develop [***] for each of the Ragweed
Disease Indication and the Grass Disease Indication, which is to be done
initially under and in accordance with the development program in Exhibit D
attached hereto (the "Development Program"); and (b) if the results of such
development so justify, to seek Registration [***] in the United States and such
other countries as are commercially reasonable; and (c) upon obtaining
Registration in the United States and any other country, to launch commercial
sales of [***] and to market, sell and distribute same to maximize Net Sales of
each such Licensed Product. For purposes of this Article 6, "commercially
reasonable efforts" shall mean the level of efforts consistent with [***]

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<PAGE>

[***].

         6.2.     Peanut Development Program.

                  (a)      Dynavax shall, at its sole cost, use commercially
         reasonable efforts to undertake the initial development activities
         described in the feasibility study attached hereto as Exhibit E (the
         "Peanut Development Plan") through the completion of the Phase I
         Clinical Trials designed to support the potential development of at
         least one (1) Licensed Product for the Peanut Disease Indication in the
         United States. After completion of the Phase I development activity for
         the Peanut Product, UCB shall have an option to pursue the further
         development and commercialization of the Peanut Product (the "Peanut
         Development Option"). The Peanut Development option is exercisable by
         UCB within [***] of written notice from Dynavax that Dynavax has
         completed the Phase I Clinical Trial development for the Peanut Product
         together with Dynavax data pertinent to such development. If UCB elects
         to exercise the Peanut Development Option, then subject to Dynavax's
         timely performance of its obligations pursuant to this Article 6, UCB
         shall, at its expense, use its commercially reasonable efforts (a) to
         conduct a development program relating to the use of [***] for the
         Peanut Disease Indication and (b) if the results of such development
         program so justify, to seek Registration for [***] in the United States
         and such other countries as UCB deems reasonably appropriate; and (c)
         upon obtaining Registration in the United States and any other country,
         to launch commercial sales of [***] and to market, sell and distribute
         same to maximize Net Sales of such Licensed Product.. If UCB does not
         timely exercise the Peanut Development Option, no rights for the Peanut
         Disease Indication shall be provided to UCB hereunder (which rights
         shall be retained by Dynavax), and the Peanut Product shall not be a
         Licensed Product hereunder.

                  (b)      UCB shall be entitled to fully participate in any
         Phase I development decisions with respect to the Peanut Products (the
         "Peanut Phase I Development"); provided, however, that Dynavax shall
         have the final decision with respect to the Peanut Phase I Development.
         Notwithstanding the foregoing, Dynavax may not alter any of the express
         terms of this Agreement or increase the obligations or resources
         required of UCB beyond what is otherwise provided for herein without
         the written consent of UCB. Furthermore, Dynavax shall have the final
         decision-making authority with respect to all decisions on budget and
         timelines; provided, that such decisions must be commercially
         reasonable.

                  (c)      If Dynavax does not comply with its obligations with
         respect to the Peanut Phase I Development, then UCB shall have the
         right to assume responsibility with respect to the Peanut Phase I
         Development. Dynavax shall pay to UCB (as provided below) [***]. Such
         amount shall be paid solely through a credit against future amounts
         owed to Dynavax by UCB; provided, however, that if neither the Ragweed
         Product nor the Grass Product have been launched and such products are
         not expected to be launched within two (2) years following UCB's

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assumption of responsibility with respect to the Peanut Phase I Development,
Dynavax shall pay such amount to UCB in cash promptly after receipt of an
invoice from UCB. In the event that UCB assumes responsibility for development
in accordance with this Section 6.2(c), the provisions of Section 6.2(a) and 3.9
shall fully apply in regards to the Peanut Development Option and the Peanut
Co-Promotion Option upon completion of the Phase I Clinical Trials therefore.

         6.3.     Fulfillment.

                  (a)      UCB's obligations set forth in Subsections 6.1(a) and
         6.1(b) shall be deemed to have been satisfied if UCB:

                           (i)      files [***] a complete NDA or BLA, as
                  applicable, in the United States within[***] after the Phase
                  III Completion Date for a Ragweed Product and that NDA or BLA
                  is accepted;

                           (ii)     files [***] a complete NDA or BLA, as
                  applicable, in the United States within [***] after the Phase
                  III Completion Date for a Grass Product and that NDA or BLA is
                  accepted;

                           (iii)    provided that UCB exercises the Peanut
                  Development Option, files [***] a complete NDA or BLA, as
                  applicable, in the United States within [***] after the Phase
                  III Completion Date for a Peanut Product and that NDA or BLA
                  is accepted; and

                           (iv)     the time periods set forth in Subsections
                  6.3(a)(i), (ii),and (iii) above shall each be subject to up to
                  [***].

                  (b)      Dynavax's obligations set forth in Section 6.2(a)
         shall be deemed to have been satisfied if Dynavax:

                           (i)      diligently and in accordance with FDA
                  regulations and guidelines completes within [***] after the
                  Effective Date [***] to the development of the Peanut Product
                  in accordance with the Peanut Development Plan;

                           (ii)     if results of the feasibility study above so
                  warrant, then diligently and in accordance with FDA
                  regulations completing within [***] after the completion of
                  the feasibility study [***] to Phase I Clinical Trials of the
                  Peanut Product in accordance with the Peanut Development Plan;
                  and

                           (iii)    the time periods set forth in Subsections
                  6.3(b)(i) and (ii) above shall be subject to up to [***]

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                  [***].

                  (c)      Each party agrees to use its commercially reasonable
         efforts to give the other party [***] notice prior to the exercise of
         any extension pursuant to Subsections 6.3(a)(iv) or 6.3(b)(iii).
         Notwithstanding any provision of this Section 6.3 to the contrary, the
         time periods set forth in Subsection 6.3(a) shall be delayed and
         adjusted appropriately for such period of time as necessary (i) to
         account for any material delay by Dynavax in the initial transfer of
         Dynavax Know-How beyond the period specified in Section 11.1 and (ii)
         in the event the FDA or corresponding regulatory agency in any other
         country places a clinical hold on one or more clinical studies relating
         to the applicable Licensed Product.

         6.4.     [***].

         6.5.     Remedies.

                  (a)      In the event UCB fails to meet any diligence
         requirements set forth in Subsection 6.3(a) with respect to a given
         Disease Indication, and does not demonstrate to Dynavax's reasonable
         satisfaction that, despite UCB's commercially reasonable efforts, the
         failure to meet the diligence requirement was delayed due to reasons
         beyond UCB's reasonable control, Dynavax shall have the option, as its
         sole and exclusive remedy, to terminate this Agreement in the entire
         Territory with respect only to that Disease Indication. If UCB
         disagrees with the conclusion of Dynavax that UCB has failed to meet a
         diligence requirement or that UCB has not used commercially reasonable
         efforts, UCB may request dispute resolution of such Dynavax conclusion
         pursuant to Article 19. UCB may continue to pursue its development
         activities during the dispute resolution period.

                  (b)      In the event Dynavax fails to meet any diligence
         requirements set forth in Subsection 6.3(b) with respect to the Peanut
         Disease Indication, and does not demonstrate to UCB's reasonable
         satisfaction that, despite Dynavax's commercially reasonable efforts,
         the failure to meet the diligence requirement was delayed due to
         reasons beyond Dynavax's reasonable control, UCB shall have the option,
         as its sole and exclusive remedy, [***] If Dynavax disagrees with the
         conclusion of UCB that Dynavax has failed to meet a diligence
         requirement or that Dynavax has not used commercially reasonable
         efforts, Dynavax may request dispute resolution of such UCB conclusion
         pursuant to Article 19. Dynavax may continue to pursue its development
         activities during the dispute resolution period.

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         6.6.     Third-Party Commercialization Proposals. If UCB elects not to
sell a Licensed Product in a particular region or country, Dynavax may bring
third-party proposals for the marketing, promotion and sale of such Licensed
Product in such region or country to UCB, and UCB shall consider any such
third-party proposal in good faith[***]. To the extent that [***] third-party
proposal with respect to a Licensed Product in a given region or country, both
UCB and Dynavax will share in any revenue generated in such region or country by
such third party[***].

                       ARTICLE 7. JOINT PROJECT COMMITTEE

         7.1.     Appointment of Coordinators. As soon as practicable after the
Effective Date, Dynavax and UCB shall each appoint an authorized representative
(a "Coordinator"). Each such party shall provide notice to the other as to the
identity of the individual so appointed. Each Coordinator shall be responsible
for communications, other than legal notices, between the parties with respect
to the subject matter of this Agreement. Each party may replace its Coordinator
at any time for any or no reason by providing written notice to the other party.

         7.2.     Joint Project Committee. The Coordinators shall establish the
Joint Project Committee consisting of representatives of UCB and Dynavax. The
Joint Project Committee will consist of at least three (3) persons from each of
UCB and Dynavax, such persons having significant responsibility for the
development or marketing of the Licensed Products. The Joint Project Committee
will meet from time to time at mutually agreeable times via teleconference or
in-person, but no less than [***] during the term of this Agreement. The
Coordinators shall set the agenda for each meeting, and each Coordinator shall
determine which regular members of the Joint Project Committee and other
representatives of such Coordinator's party shall attend in light of the agenda.
Each party shall bear its own costs incurred in connection with participation in
the Joint Project Committee.

         7.3.     Objectives and Decisions of the Joint Project Committee. The
primary objective of the Joint Project Committee will be to facilitate the
expeditious development and Registration of Licensed Products by, inter alia:

                  (a)      facilitating the exchange of data and study results
         between the parties;

                  (b)      providing a forum for protocol and development plan
         review;

                  (c)      coordinating the developmental efforts of the parties
         so as to avoid duplication and inconsistency of such efforts;

                  (d)      coordinating the manufacturing of, and controls
         relating to, all Licensed Products during the Development Program;

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                  (e)      reviewing the regulatory plans and timelines relating
         to the Licensed Products; and

                  (f)      factoring in the developing patent situation.

         Each party agrees to give due consideration to any input received from
the other party at such Joint Project Committee meetings, and decisions of the
Joint Project Committee shall be by mutual agreement of UCB and Dynavax. In the
event the parties are unable to resolve a disagreement regarding the development
of Licensed Products in the Joint Project Committee, the Coordinators shall
refer such disagreement to the Key Executives, who will confer and attempt to
resolve it. If the Key Executives are still unable to resolve such disagreement
following good faith consultations, [***]. Notwithstanding anything to the
contrary herein, neither [***] nor the Joint Project Committee may (i) alter any
of the express terms of this Agreement, (ii) within the first two (2) years
after the Effective Date change the timelines of the Development Plan , or (iii)
increase the obligations or resources required of Dynavax beyond what is
otherwise provided for herein without the written consent of Dynavax, which
consent shall not be unreasonably withheld. If Dynavax does not exercise the
Ragweed and Grass Option, then Dynavax shall have a mechanism to review and
provide input to any marketing plan for Ragweed and Grass Products, and to be
apprised of the status of UCB's commercialization efforts, [***].

         7.4.     [***].

         7.5.     Exchange of Study Results. Each party shall submit a report
detailing the results of each study or test which it performs pursuant to this
Agreement, including the Exhibits attached hereto, to the other party within
forty-five (45) days after completion of the final statistical analyses of the
results of such study. Each party shall promptly disclose to the other party all
material scientific or technical information relating to any Licensed Product
that it discovers in the course of development activities hereunder. In
addition, each party will provide the other party with [***] progress reports
summarizing its activities in respect of the development of Licensed Products
during the relevant [***] period, together with all pre-clinical and clinical
study data generated during such period. Such reports shall cover the [***]

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[***] periods ending [***] and shall be due on or before [***].

         7.6.     Adverse Event Reports and Customer Complaints. Each party
shall maintain a record of all non-medical and medical product-related
complaints and reports of adverse events that it receives with respect to any
Licensed Product. Each party shall notify the other party of any complaint
received by it and, within three (3) days of the initial receipt, provide the
other party with a copy of such complaint(s) or adverse event reports. UCB shall
be responsible for reporting to the Registration authority any adverse
experience and safety issues for each Licensed Product in compliance with the
requirements of the U.S. Food, Drug and Cosmetic Act, 21 USC Section 321 et
seq., the regulations promulgated thereunder, and the equivalent, laws, rules
and regulations in the Territory outside of the United States, and shall
promptly thereafter provide Dynavax with a copy of such report. Each party shall
provide the other with copies of material correspondence sent to and received
from the FDA with respect to Licensed Products.

         7.7.     Publications. Each party reserves the right to publish or
publicly present the results of its own development activities in respect of the
Licensed Products (all such results including Joint Know-How being collectively
referred to as the "Results"). The party proposing to publish or publicly
present the Results (the "publishing party") will, however, submit a draft of
any proposed manuscript, abstract, speech, transparencies, presentation
materials or other disclosures to the other party (the "non-publishing party")
for comments [***] prior to submission for publication, oral presentation or
other disclosure. The non-publishing party shall notify the publishing party in
writing within the applicable time period set forth above after receipt of such
draft whether such draft contains (a) Information of the non-publishing party
which it considers to be confidential under the provisions of Article 14 hereof,
(b) information that if published could possibly have an adverse effect on a
patent application or patent for which the non-publishing party has initial
patent prosecution responsibility pursuant to Article 9 of this Agreement, or
(c) which would merit the filing of a patent application. In case (b) above, the
non-publishing party shall have the right to request a delay and the publishing
party shall delay such publication for a period not exceeding [***]. In any such
notification, the non-publishing party shall indicate with specificity its
suggestions regarding the manner and degree to which the publishing party may
disclose such information. In case (c) above, the non-publishing party shall
have the right to require delay of publication for a period not exceeding [***]
for the purpose of filing and prosecuting to publication patent applications
relating to that subject matter. Subject to the constraints of this Article, the
publishing party shall have the final authority to determine the scope and
content of any publication; provided that such authority shall be exercised with
reasonable regard for the interests of the non-publishing party, except that no
publication will contain any Information disclosed by the non-publishing party
to the publishing party without the non-publishing party's prior written
permission. Each party shall cause its Affiliates, licensees or sublicensees, as
the case may be, to comply with the requirements of this Section 7.7 with
respect to any of their proposed publications.

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                        ARTICLE 8. SUPPLY AND MANUFACTURE

         8.1.     Supply of Finished Drug Substance.

                  (a)      Dynavax agrees to supply UCB, and UCB agrees to
         purchase from Dynavax, UCB's requirements of Finished Drug Substance
         necessary for UCB to perform the Development Program at Dynavax's
         Acquisition Cost or Manufacturing Cost therefor, as applicable. UCB
         acknowledges that Dynavax may subcontract its obligations hereunder to
         a third party which is reasonably acceptable to UCB. Dynavax shall not
         change any subcontractor without UCB's prior written consent which
         shall not be unreasonably withheld or delayed. Such obligation shall
         apply with respect to all preclinical studies, Phase I Clinical Trials,
         Phase II Clinical Trials and, at UCB's option, Phase III Clinical
         Trials and expanded access trials under the Development Program,
         subject to the provisions of Section 8.1(k) below.

                  (b)      The delivery schedule for all Finished Drug Substance
         shall be determined from time to time by mutual agreement of the
         parties, but Dynavax shall use commercially reasonable efforts to
         comply with UCB's requested delivery dates. No Finished Drug Substance
         shall be supplied except pursuant to firm written purchase orders
         submitted to UCB by Dynavax. All Finished Drug Substance supplied
         pursuant to this Section 8.1 shall (i) be manufactured in accordance
         with Current Good Manufacturing Practices as promulgated by the FDA,
         and (ii) meet specifications, determined in accordance with applicable
         analytical methodology, to be mutually agreed upon in good faith by the
         parties hereto as promptly as practicable after the Effective Date.

                  (c)      During the Development Program, Dynavax shall use
         commercially reasonable efforts to provide UCBwith those quantities of
         (i) analytical reference materials and (ii) all impurities and
         degradation products which are measured when performing the analytical
         methodology for the Finished Drug Substance and which are required by
         UCB to conduct the analytical work necessary to obtain Registration of
         the Licensed Products in each country of the Territory.

                  (d)      Within [***] after the Effective Date with respect to
         the United States and within [***] after UCB's request with respect to
         other countries of the Territory, Dynavax shall use commercially
         reasonable efforts to establish, or shall use commercially reasonable
         efforts to cause its subcontractors to establish, a DMF (or its
         counterpart in other countries of the Territory) with the FDA, and
         applicable government authorities for all other countries of the
         Territory requested by UCB, relating to the manufacture of the Finished
         Drug Substance, and covering facilities from which all Finished Drug
         Substance to be supplied to UCB pursuant to Subsection 8.1(a) will be
         supplied. Dynavax shall provide, or shall cause its subcontractors to
         provide, UCB and its sublicensees with (i) access to the data and
         information of Dynavax and its subcontractor's DMFs, and (ii) letters
         of authorization to the FDA and other applicable government authorities
         in other countries of the Territory and take such other actions as UCB
         may reasonably request to allow UCB or its sublicensees to refer to
         Dynavax's and

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         its subcontractor's DMFs or their counterparts in connection with any
         submissions or filings which UCB or its sublicensees make with respect
         to the Licensed Products.

                  (e)      Dynavax shall allow, and shall cause its
         subcontractors to allow, UCB employees, consultants and FDA and other
         regulatory personnel to perform any quality assurance audits of
         Dynavax's and its subcontractors' manufacturing facilities that may be
         required of UCB by any governmental authority or reasonably requested
         by UCB.

                  (f)      From time to time, UCB shall have the right, at its
         own expense, to have UCB employees and its subcontractors participate
         in and observe the development of the manufacturing, scale-up processes
         and analytical testing of Dynavax and its subcontractors relating to
         the Finished Drug Substance. The parties agree that the intent of such
         participation and observation shall include assistance for UCB in
         subsequently implementing the same manufacturing in its facilities or
         those of its subcontractors in the event Dynavax ceases to supply the
         Finished Drug Substance, and Dynavax shall take all reasonable steps to
         ensure that such UCB employees are provided with information, materials
         and training necessary to facilitate such purposes.

                  (g)      Dynavax shall reasonably assist, and shall cause its
         subcontractors to reasonably assist, UCB employees and consultants and
         FDA and other regulatory personnel in the development of analytical
         methodology and specifications so that the respective assay methods and
         specifications for the Licensed Products and the Finished Drug
         Substance are consistent.

                  (h)      Dynavax shall use commercially reasonable efforts to
         generate, and shall use commercially reasonable efforts to cause its
         subcontractors to generate, all documentation relating to its
         manufacturing activities hereunder which are necessary to support
         registration of the Finished Drug Substance with the FDA and other
         foreign regulatory authorities. Dynavax further agrees to prepare its
         facilities, and to cause its subcontractors to prepare their
         facilities, for pre-approval inspections by the FDA and foreign
         regulatory authorities, with the reasonable assistance of UCB employees
         and/or consultants. As soon as practicable after the Effective Date,
         the parties will initiate discussions to agree on a list of necessary
         documentation and validation studies required to be performed prior to
         NDA filing and time frames for completion.

                  (i)      Dynavax hereby certifies that it has not been
         debarred under the provisions of the Generic Drug Enforcement Act of
         1992, 21 U.S.C. Section 335a (a) and (b). In the event that during the
         term of this Agreement, Dynavax becomes debarred or receives notice of
         an action or threat of an action with respect to its debarment, Dynavax
         shall notify UCB immediately. Dynavax hereby certifies that it has not
         and will not use in any capacity the services of any individual,
         corporation, partnership or association which has been debarred under
         21 U.S.C. Sections 335a (a) or (b) in connection with the performance
         of services hereunder. In the event that Dynavax becomes aware of the
         debarment or threatened debarment of any individual, corporation,
         partnership or association (the "Debarred Entity") providing services
         to Dynavax which directly or indirectly relate to activities under this
         Agreement, Dynavax shall notify UCB

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         immediately. Upon UCB's request, Dynavax agrees to cease using the
         services of the Debarred Entity.

                  (j)      Upon request by UCB, Dynavax agrees to submit
         promptly documentation which reasonably substantiates Dynavax's
         Acquisition Cost or Manufacturing Cost for the Licensed Products, as
         applicable. UCB shall have audit rights in respect of the Acquisition
         Costs or Manufacturing Costs for the Licensed Products similar to those
         of Dynavax as set forth in Section 4.2, mutatis mutandis. Dynavax shall
         use commercially reasonable efforts to negotiate a commercially
         reasonable Acquisition Cost for Finished Drug Substance.

                  (k)      Dynavax will supply, [***], AIC for the 2004 Phase
         II(b) Clinical Trial in the United States for the Ragweed Product. UCB
         shall have the ultimate responsibility for all other manufacturing of
         Licensed Products, subject to the following: (i) (A) the large-scale
         cGMP production of AIC for the 2005 Phase III Trial shall be a joint
         UCB-Dynavax responsibility; (B) the production facility and personnel
         shall be mutually decided upon with the primary factor being the
         availability and ability to meet the development timeline; and (C) the
         facility shall be chosen from UCB, Dynavax or a contract manufacturer;
         and (ii) future cGMP lots for all Licensed Products shall be
         manufactured at the facility chosen by the parties pursuant to
         Subsection 8.1(k)(i) above.

         8.2.     Commercial Supply of Finished Drug Substance. UCB shall be
responsible for the commercial supply of all Finished Drug Substance and the
transition to the commercial supplier shall commence at the Phase III clinical
trial stage for each Licensed Product in the Fields, unless UCB and Dynavax
agree that Dynavax will supply Phase III clinical trial material. Dynavax shall
reasonably cooperate, and shall cause its subcontractors to reasonably
cooperate, with UCB and its contractor in connection with the transfer of
manufacture and supply responsibilities.

         8.3.     Regulatory and Quality Assurance.

                  (a)      Dynavax acknowledges that, except for any of its
         subcontractor's DMFs, after transfer to UCB of the IND for the Ragweed
         Product, UCB shall be solely responsible for (i) filing all regulatory
         documents with the FDA and foreign regulatory agencies in connection
         with the Development Program and Registration of all Licensed Products
         in the Fields and (ii) quality assurance oversight in respect of the
         Licensed Products in the Fields. Dynavax will reasonably assist UCB by
         providing such data as is available to Dynavax which is necessary for
         UCB to fulfill all FDA and foreign regulatory reporting requirements in
         respect of the Licensed Products supplied hereunder. Dynavax will use
         reasonable efforts to cause any subcontractor which it uses in
         connection with the manufacture of the Licensed Products to fully
         disclose all data relating to such subcontractor's manufacturing
         activities to UCB.

                  (b)      Dynavax shall use reasonable efforts to cause any
         subcontractors it uses in connection with the supply and manufacture of
         the Licensed Products to enter into such contractual arrangements with
         UCB as are reasonably necessary to comply with applicable FDA laws and
         regulations, relating to the manufacturing, control, testing and

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         release of the Licensed Products, including the FDA's draft guidance
         entitled "Cooperative Manufacturing Arrangements for Licensed
         Biologics" dated August 1999.

         8.4.     cGMP Costs. UCB and Dynavax agree that Exhibit G sets forth
the budgeted costs necessary to manufacture one lot of Product which is
acceptable to the FDA for use in a Phase III study. [***]

         8.5.     Dynavax Quality Control Laboratory. Dynavax shall take such
action as necessary to bring its quality control laboratory (including the
quality control processes and analytical methods for in-process control, and
release of starting materials, intermediates, drug substance and drug product as
well as stability studies for drug substance and drug product) fully into
compliance with cGMP prior to release of the clinical trial drug supplies for
the Phase III Clinical Trial for Ragweed; provided, however, that UCB will
provide guidance and advice to Dynavax in bringing its quality control
laboratory into compliance with cGMP and [***].

                          ARTICLE 9. PATENT PROSECUTION

         9.1.     Title to Inventions. Each party shall have and retain sole
title in inventions, whether or not patentable, made by it or on its behalf (as
by its employees or agents) in the course of work performed under this
Agreement.

         9.2.     Dynavax Inventions. Dynavax shall, in consultation with UCB,
file and prosecute such patent applications regarding any of Dynavax's sole
inventions which are reasonably useful or necessary to protect the development,
registration, manufacture, use or sale of ISS, Conjugated ISS, Combination ISS
and the Licensed Products in the Territory, including all Dynavax Patents, and
thereafter shall diligently and in the exercise of its discretion in a manner
reasonably consistent with the goals and expectations of the parties, giving due
and reasonable consideration to UCB's position, prosecute and maintain in force
the resulting Dynavax Patents all at the expense of Dynavax. Dynavax shall
enable UCB and its internal and external counsel to directly contact and confer
with Dynavax's patent attorney with respect to the prosecution of any patent
applications constituting part of the Dynavax Patents and shall use its
reasonable efforts to amend, correct or refile any patent or patent application
included in the Dynavax Patents [***], provided, however, that [***]. The
territorial scope of such filings shall be the subject of specific discussion
between the parties, but shall include all Patent Filing Countries and all other
countries reasonably requested by UCB to the extent not already applied for as
of the Effective Date. If for any reason (other than Dynavax's legally and
commercially reasonable desire to preserve a trade secret) Dynavax declines to
file a patent application or, having filed, declines to prosecute or maintain
any of the Dynavax Patents in the Territory, UCB may so file, prosecute or
maintain in Dynavax's name and at UCB's expense in such country, in which event
Dynavax shall, at UCB's request and expense, provide all

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reasonable assistance; provided, however, that UCB shall be entitled to credit
the out-of-pocket expenses so incurred against royalties and Milestone Payments
due hereunder with respect to Licensed Products sold in such country.

         9.3.     Joint Patents and Joint Know-How.

                  (a)      Joint Patents. With respect to Joint Patents: (i) all
         Joint Patents shall be jointly owned by Dynavax and UCB; (ii) UCB and
         its sublicensees and assignees shall be free to use and sublicense such
         Joint Patents in the Territory, and Dynavax and its licensees and
         assignees shall be free to use such Joint Patents in any country of the
         Territory, subject to exclusivity of UCB for Licensed Products in the
         Fields to the same extent in which the license granted pursuant to
         Section 2.1, and only to the extent such license remains in effect;
         (iii) each party agrees to consult with the other party and to give due
         and reasonable consideration to the other party's position in
         determining the territorial scope of patent filings in the Territory,
         and the prosecution and maintenance of resulting patent rights based on
         Joint Inventions; and (iv) UCB shall have the sole right and discretion
         to file any patent application and prosecute and maintain any resulting
         patent rights on Joint Inventions, in which event, Dynavax shall, at
         UCB's request, provide all reasonable assistance and shall promptly
         reimburse UCB for fifty percent (50%) of the out-of-pocket expenses so
         incurred by UCB. If for any reason (other than UCB's desire to preserve
         a trade secret) UCB declines to file a patent application on any Joint
         Invention, or, having filed, declines to prosecute or maintain any such
         resulting patent rights on such Joint Invention, Dynavax may so file,
         prosecute or maintain in such country, in which event UCB shall, at
         Dynavax's request and expense, provide all reasonable assistance.

                  (b)      Joint Know-How. The parties hereto acknowledge and
         agree as follows: (i) all Joint Know-How shall be owned jointly by UCB
         and Dynavax; (ii) UCB shall have the exclusive right to use such Joint
         Know-How in the Territory in the Fields (for so long as the exclusive
         license under Section 2.1 remains in effect); and (iii) Dynavax and UCB
         shall each have a non-exclusive right to use the Joint Know-How outside
         the Fields.

         9.4.     Further Obligations.

                  (a)      Except as otherwise provided in Articles 10 and 18,
         each party's responsibilities for patent prosecution activities
         pursuant to this Article 9 shall also include all ex parte and inter
         partes activities defending such party's relevant patent applications
         and patents, including all interference, opposition defense and
         observation defense proceedings before any patent offices and
         litigation to determine the validity, enforceability, allowability or
         subsistence of such patent applications and patents. Each party agrees
         to give due consideration to the other party's position with respect to
         any such "patent prosecution activities" (which term, as used herein,
         shall include any inter partes activities of the type described in the
         first sentence of this Subsection 9.4(a)). In the event a party fails
         to initiate or pursue any patent prosecution activities for which it is
         responsible, or having commenced such patent prosecution activities,
         declines to pursue such patent prosecution activities, the other party
         may initiate, pursue or assume such patent prosecution activities, at
         its sole expense unless the non-pursuing party shows

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         reasonable legal or commercial basis, in view of that party's entire
         patent portfolio, for not so pursuing. The party not pursuing the
         patent prosecution action shall cooperate as necessary in the activity,
         including by being named as a party or by making necessary appearances.

                  (b)      In conducting its patent prosecution activities under
         this Agreement, each party may use patent attorneys selected by it and
         reasonably acceptable to the other party. In addition to the other
         obligations set forth in this Article 9, each party undertakes to keep
         the other party throughout the term of this Agreement regularly
         informed of the status and progress of the patent prosecution
         activities it undertakes under this Agreement including supplying the
         other, upon reasonable request and at reasonable intervals, with all
         correspondence with the patent offices in the Patent Filing Countries.
         To the extent that a party has not previously done so, or promptly upon
         request by the other party in order to assist such other party in
         connection with any of its activities or the exercise of any of its
         rights pursuant to Articles 9 and 10, such party shall provide the
         other party with such additional relevant documentation which such
         other party may reasonably request relating to such patent applications
         and patents in the Dynavax Patents or those relating to Joint
         Inventions, as applicable, including copies thereof and access to
         laboratory notebooks, other supporting data and relevant employees. If
         a party decides to abandon or allow to lapse any patent application or
         patent or not to initiate any other patent prosecution activity for
         which it has patent prosecution responsibility pursuant to this Article
         9, it shall give the other party notice thereof in a sufficiently
         timely manner so as to enable such other party to determine whether to
         assume patent prosecution activity in connection therewith. Each party
         shall use reasonable efforts to give such notice [***] before any
         abandonment, lapse or any other relevant deadline.

                  (c)      Each party shall have the independent right to
         challenge third party patents or patent applications which may, in such
         party's sole discretion, affect the ability to commercialize Licensed
         Products. The party choosing to challenge such third party patents or
         patent applications shall advise the other party of the challenge in
         writing [***] prior to initiating the challenge.

                  (d)      Both parties agree to comply with the United States
         duty of disclosure under 37 C.F.R. Section 1.56.

                            ARTICLE 10. INFRINGEMENT

         10.1.    Third Party Infringement. If UCB or Dynavax becomes aware of
any activity that it believes represents a substantial infringement of (a) a
Valid Claim or (b) patents relating to Joint Inventions, the party obtaining
such knowledge shall promptly advise the other of all relevant facts and
circumstances pertaining to the potential infringement in writing. Dynavax shall
have the right, but not the obligation, to enforce any rights within the Dynavax
Patents against such infringement, at its own expense. UCB shall have the right
to enforce any rights within the patents relating to Joint Inventions, at its
expense.

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         10.2.    Dynavax Infringement Suits.

                  (a)      Dynavax will give UCB prompt written notice of any
         proposed settlement, consent judgment or voluntary disposition of any
         suit or legal action relating to an infringement of the Dynavax
         Patents, and will consider in good faith any and all comments and
         suggestions relating thereto provided by UCB prior to any such
         settlement, judgment or disposition; provided that UCB delivers all
         such comments and suggestions in a timely manner; and provided,
         further, that, notwithstanding the above, subject to Section 10.5,
         Dynavax, in Dynavax's sole discretion, exercised in good faith, may
         enter into any settlement, consent judgment or voluntary final
         disposition of any suit or legal action on behalf of Dynavax and UCB so
         long as such settlement, judgment or disposition does not adversely
         affect UCB's rights under this Agreement nor impose any obligations on
         UCB other than as explicitly set forth in this Agreement. UCB shall
         reasonably cooperate with Dynavax in any suit or legal action against
         infringement of the Dynavax Patents in the Fields, including joining as
         a named party thereto, if necessary to maintain such suit.

                  (b)      In the event that Dynavax recovers any settlement
         amount or any damages for past infringement of the Dynavax Patents in
         the Fields as a result of such suit or legal action, such amount or
         damages shall be applied first to reimburse Dynavax for any
         unreimbursed expenses and legal fees relating to such suit or legal
         action, second to reimburse, [***], UCB or its sublicensees and other
         licensees of Dynavax having an interest in such infringement action, if
         any, for any unreimbursed expenses and legal fees relating to such suit
         or legal action, and third, after such reimbursements, to the extent
         that the remaining amount of such settlement amount or damages, in
         whole or in part, can be reasonably attributed to losses actually
         incurred as a result of such infringement by UCB, Dynavax and such
         other licensees of Dynavax, if any, such remaining amount will be
         shared [***] among UCB, Dynavax and such other licensees, if any, in
         accordance with each party's reasonably attributed losses or damages.
         In the event UCB and Dynavax cannot reach agreement on what constitutes
         [***], the matter shall be referred to an independent certified public
         accountant (not regularly employed by either party) for a final
         determination of [***].

         10.3.    UCB Infringement Suits.

                  (a)      If Dynavax shall fail, within [***] after receiving
         notice from UCB of a potential infringement of the Dynavax Patents in
         the Fields or after giving UCB notice of such infringement, either (a)
         to terminate such infringement or (b) to institute an action to prevent
         continuation thereof and, thereafter, to prosecute such action
         diligently, or if Dynavax notifies UCB that it does not plan to
         terminate the infringement of the Dynavax Patents or institute such
         action, then UCB shall have the right to do so. Dynavax shall cooperate
         with UCB in such effort, including being joined as a party to such
         action if necessary, and, if applicable shall use reasonable efforts to
         obtain the agreement of the Primary Licensor to be named if necessary,
         and Dynavax shall have the right to participate in such action at
         Dynavax's sole expense. In the event UCB institutes any action relating
         to infringement of the Dynavax Patents, UCB may deposit [***]

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         [***] of any royalties which are otherwise payable to Dynavax during
         the pendency of any such infringement action in an interest-bearing
         escrow account (bearing interest at rates comparable to other UCB
         deposits of immediately available funds). UCB shall, upon the final
         resolution or settlement of such infringement action, provide Dynavax
         with an accounting of the total royalty payments escrowed (and interest
         thereon) and UCB's expenses incurred in such infringement action. UCB
         shall be entitled to offset any litigation expenses which UCB fails to
         recoup from any damage award or settlement payments arising from such
         infringement action against such escrowed royalties. Any escrowed
         payments (and interest thereon) in excess of UCB's unrecouped expenses
         shall be immediately paid to Dynavax.

                  (b)      Any damage award or settlement payments made to UCB
         for infringement of the Dynavax Patents in excess of UCB's expenses in
         connection with any infringement action it initiates relating to the
         Dynavax Patents shall next be used to reimburse Dynavax for any legal
         fees and expenses it incurs in connection with such infringement action
         and any remaining amount shall then be divided as follows: [***]. Any
         damage award or settlement payments made to UCB in connection with any
         action relating to infringement of the patents relating to Joint
         Inventions, after first reimbursing UCB for its expenses, shall be
         equally divided by the parties. Any damage award or settlement payments
         made to UCB in connection with any action relating to infringement of
         any UCB patents shall be retained by UCB. Notwithstanding the above,
         UCB may not and shall have no authority to settle any such suit or
         legal action, or reach an agreement with any third party, relating to
         the Dynavax Patents without the prior written consent of Dynavax, which
         consent will not be unreasonably withheld or delayed.

         10.4.    Alleged Infringement of Third Party Patents. In the event that
a third party ([***]) commences an action against UCB alleging that UCB's, its
Affiliates' or sublicensees' making, having made, using, importing, offering for
sale or selling a Licensed Product in one or more countries in the Territory
infringes or will infringe such third party's patent rights, UCB may elect to
defend such suit at its sole expense and discretion. To the extent that such
suit relates to an ISS per se, Dynavax shall have the right to participate in
the defense of such suit at Dynavax's sole expense. UCB may, subsequent to the
commencement of such action relating to ISS per se, reduce all royalty payments
on its, its Affiliates' and sublicensees' sales of Licensed Products allegedly
infringing such third party's patent rights by [***]. If a court of competent
jurisdiction issues a decision which is unappealable or unappealed within the
time allowed therefor that such third party's patent rights are not being
infringed by UCB, its Affiliates or sublicensees or that such third party's
patent rights are not valid or are unenforceable, the former royalty rates shall
be restored and the royalty payments not theretofore made and interest earned
thereon, after first reimbursing UCB for the legal fees relating to such action,
shall become due and payable to Dynavax.

         10.5.    [***].

                  (a) [***]

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                  [***].

                  (b) [***].

             ARTICLE 11. TRANSFER OF KNOW-HOW; TECHNICAL ASSISTANCE

         11.1.    Transfer by Dynavax. Within [***] following the Effective Date
Dynavax shall supply UCB with all Dynavax Know-How that is readily transferable,
to the extent not previously transferred. With respect to any Dynavax Know-How
developed by Dynavax during the term of this Agreement, Dynavax shall supply
such Dynavax Know-How to UCB as reasonably required by UCB, subject to the
restrictions and limitations set forth in Section 11.3(b).

         11.2.    Transfer of IND. As soon as reasonably practicable after the
conclusion of negotiations with the FDA regarding the Phase III Clinical Trials
for the Ragweed Product and prior to the initiation of a Phase III Clinical
Trial for a Ragweed Product, Dynavax will promptly effectuate the assignment of
IND number [***] (the active IND for the compound currently identified as AIC)
to UCB. UCB will reimburse Dynavax for any reasonable expenses incurred in
connection with such assignment; provided that such expenses have been approved
by UCB in advance.

         11.3.    Technical Assistance.

                  (a)      Dynavax shall, upon request by UCB, provide UCB with
         reasonable cooperation and assistance, consistent with the other
         provisions hereof, in connection with the transfer of Dynavax Know-How
         as reasonably required by UCB in order to

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         develop, manufacture and commercialize Licensed Products hereunder.
         Such assistance may include the following: development of the
         formulations of the Licensed Products; procurement of supplies and raw
         materials; initial developmental and production batch manufacturing
         runs; process, specification and analytical methodology design and
         improvement; and, in general, such other assistance as may contribute
         to the efficient application by UCB of the Dynavax Know-How. In this
         regard, Dynavax agrees to make appropriate employees of Dynavax
         reasonably available to assist UCB, and Dynavax agrees to provide
         reasonable numbers of appropriate UCB personnel with access during
         normal business hours to the appropriate personnel and operations of
         Dynavax for such periods of time as may be reasonable in order to
         familiarize UCB personnel with the Dynavax Know-How as applied by
         Dynavax to the extent required for such UCB personnel to develop,
         manufacture or commercialize Licensed Products. At UCB's reasonable
         request, and subject to reasonable availability of Dynavax personnel,
         such assistance shall be furnished at UCB's or its subcontractors' or
         sublicensees' facilities in the Territory, subject to a mutually agreed
         upon schedule. To the extent required for UCB to develop, manufacture
         or commercialize Licensed Products, such technical assistance shall
         include the following:

                           (i)      Dynavax shall: (A) provide UCB with access
                  to any and all DMFs or counterparts thereof in any countries
                  of the Territory of Dynavax relating to the manufacture of
                  Finished Drug Substance existing as of the Effective Date; (B)
                  provide UCB with letters of authorization to the FDA and other
                  applicable government authorities in other countries of the
                  Territory to refer to Dynavax's DMFs; and (C) reasonably
                  cooperate with UCB in obtaining access to and letters of
                  authorization to refer to the DMFs of Dynavax's subcontractors
                  which are, or will be, supplying any Finished Drug Substance;
                  and

                           (ii)     Within [***] after the Effective Date,
                  Dynavax shall provide UCB with copies of all material
                  documentation in Dynavax's possession, including all
                  correspondence between Dynavax and its subcontractors,
                  regarding the manufacture of the Finished Drug Substance which
                  would be necessary or useful to assist UCB in the commercial
                  production of Finished Drug Substance or to support
                  Registration of the Licensed Products.

                  (b)      Dynavax agrees to commit, at Dynavax's sole expense,
         [***] to assist in the transfer of manufacturing technology in
         accordance with the Manufacturing Technology Transfer Plan attached as
         Exhibit F hereto (the "Manufacturing Technology Transfer Plan") for
         [***]. Such full-time employees shall be adequately qualified to
         address the areas of Dynavax responsibility specified in the
         Manufacturing Technology Transfer Plan. Dynavax agrees to pay an amount
         equal to [***] if Dynavax fails to meet its obligations as set forth in
         the Manufacturing Technology Transfer Plan and such failure is due to
         the fact that (i) Dynavax fails to commit, at Dynavax's sole expense,
         [***] to assist in the transfer of manufacturing technology in
         accordance with the Manufacturing Technology Transfer Plan, or (ii)
         such full-time employees committed by Dynavax are not adequately
         qualified

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         to address the areas of Dynavax responsibility specified in the
         Manufacturing Technology Transfer Plan.

         11.4.    Transfer by UCB. With respect to any UCB Know-How developed by
UCB during the term of this Agreement that is readily transferable, UCB shall
supply Dynavax with such UCB Know-How as reasonably required by the terms of
this Agreement, including Section 7.5.

         11.5.    Language of Disclosures. All disclosures pursuant to this
Agreement will be in English.

      ARTICLE 12. WARRANTIES AND REPRESENTATIONS; LIMITATION OF LIABILITY;
                           DISCLAIMERS; AND COVENANTS

         12.1.    Warranties and Representations of Dynavax. Dynavax warrants
and represents to UCB that, as of the Effective Date:

                  (a)      Dynavax possesses the necessary right, power and
         authority to enter into this Agreement;

                  (b)      the copy of the Primary License Agreement delivered
         to UCB is a true, complete and accurate copy of the Primary License
         Agreement including all amendments thereto;

                  (c)      Exhibit A sets forth a true and complete list of all
         patents and patent applications included in the Dynavax Patents;

                  (d)      Dynavax is not aware of any material facts which it
         has not disclosed to UCB regarding the possibility that the
         manufacture, use or sale of any Licensed Products or the practice of
         any inventions included in the Dynavax Patents or the use of the
         Dynavax Know-How by UCB (except, potentially, details regarding the
         Dynavax Know-How to be provided under Article 11 might infringe any
         third party's know-how, patent rights or other intellectual property in
         the Territory;

                  (e)      Dynavax is aware of no third party using or
         infringing all or any of the Dynavax Patents through the manufacture,
         use or sale of Licensed Products;

                  (f)      Dynavax is aware of no third party claim to any
         rights in the Dynavax Patents or the Dynavax Know-How;

                  (g)      except [***], Dynavax is aware of no pending
         interference or opposition proceeding or litigation or any
         communication which threatens an interference or opposition proceeding
         or litigation before any patent and trademark office, court, or any
         other governmental entity or court in any jurisdiction in regard to the
         Dynavax Patents;

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                  (h)      with respect to the Primary License Agreement (i)
         each of Dynavax and, to Dynavax's knowledge, the Primary Licensor has
         performed all the material obligations required to be performed by each
         to date, and are not in default or breach under the Primary License
         Agreement; (ii) the Primary License Agreement has been duly authorized,
         executed and delivered by Dynavax and constitutes the legal, valid and
         binding obligation of Dynavax, enforceable in accordance with its
         terms, except as such enforcement may be limited by applicable
         bankruptcy, insolvency, moratorium or similar rights affecting the
         enforcement of creditors' rights generally and the application of
         general principles of equity; (iii) Dynavax has no knowledge that the
         Primary License Agreement has not been duly authorized, executed or
         delivered by the Primary Licensor, or does not constitute the legal,
         valid and binding obligation of the other party thereto, enforceable in
         accordance with its terms, except as such enforcement may be limited by
         applicable bankruptcy, insolvency, moratorium or similar rights
         affecting the enforcement of creditors' rights generally and the
         application of general principles of equity; (iv) the rights under this
         Agreement may be granted in full without any consent of the Primary
         Licensor that has not been obtained; and (v) the execution of this
         Agreement and the performance of the transactions contemplated hereby
         will not change in any respect, or result in the termination of, any
         terms or provisions of the Primary License Agreement;

                  (i)      Dynavax is free to enter into this Agreement
         (including the receipt of all corporate authorizations) and to carry
         out all of the provisions hereof, including its grant to UCB of the
         licenses described in Article 2;

                  (j)      to Dynavax's knowledge, there is no failure to comply
         with, no violation of or any default under, any law, permit or court
         order applicable to it which might have a material adverse effect on
         its ability to execute, deliver and perform this Agreement or on its
         ability to consummate the transactions contemplated hereby; and

                  (k)      Dynavax shall comply with laws and regulations
         relating to the performance of its obligations and the exercise of its
         rights hereunder, and it shall not take any action which would cause it
         or UCB to violate such laws and regulations.

         12.2.    Warranties and Representations of UCB. UCB warrants and
represents to Dynavax the following: (a) UCB is free to enter into this
Agreement (including the receipt of all corporate authorizations) and to carry
out all of the provisions hereof; (b) to UCB's knowledge, there is no failure to
comply with, no violation of or any default under, any law, permit or court
order applicable to it which might have a material adverse effect on its ability
to execute, deliver and perform this Agreement or on its ability to consummate
the transactions contemplated hereby; and (c) UCB shall comply with laws and
regulations relating to the performance of its obligations or the exercise of
its rights hereunder, and it shall not take any action which would cause it or
Dynavax to violate such laws and regulations.

         12.3.    DISCLAIMER OF DYNAVAX WARRANTIES. EXCEPT AS SET FORTH IN THIS
AGREEMENT, DYNAVAX MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT
TO THE DYNAVAX PATENTS, THE DYNAVAX KNOW-HOW, THE LICENSED PRODUCTS OR ANY OTHER
SUBJECT MATTER OF THIS AGREEMENT AND EXPRESSLY DISCLAIMS ALL IMPLIED

                                     - 39 -
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REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY OTHER IMPLIED
WARRANTIES WITH RESPECT TO THE CAPABILITIES, SAFETY, UTILITY, OR COMMERCIAL
APPLICATION OF THE LICENSED PRODUCTS, THE DYNAVAX PATENTS OR THE DYNAVAX
KNOW-HOW.

         12.4.    DISCLAIMER OF UCB WARRANTIES. EXCEPT AS OTHERWISE SET FORTH IN
THIS AGREEMENT, UCB MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT
TO ANY UCB PATENTS , THE UCB KNOW-HOW OR ANY OTHER SUBJECT MATTER OF THIS
AGREEMENT AND EXPRESSLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR NONINFRINGEMENT AND ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE
CAPABILITIES, SAFETY, UTILITY, OR COMMERCIAL APPLICATION OF ANY UCB PATENTS OR
THE UCB KNOW-HOW.

         12.5.    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER WITH RESPECT
TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL,
INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS, LOSS OF USE, DAMAGE TO GOODWILL, OR LOSS OF BUSINESS)
OF THE OTHER PARTY.

         12.6.    Special Dynavax Covenants.

                  (a)      Dynavax agrees that it shall (i) maintain the Primary
         License Agreement in full force and effect during the term of this
         Agreement, (ii) take no action that would constitute a breach or
         default of the Primary License Agreement leading to termination of, or
         a material change in the scope or rights provided under, the Primary
         License Agreement, (iii) keep UCB informed with respect to all material
         developments affecting the Primary License Agreement, including by
         promptly forwarding to UCB a copy of any notice provided to Dynavax by
         the Primary Licensor pursuant to the Primary License Agreement, (iv) to
         the extent UCB in accordance with this Agreement pays money or provides
         information or materials to Dynavax required for Dynavax to meet its
         obligations under the Primary License Agreement, Dynavax shall promptly
         forward the same to the Primary Licensor in a manner and in such time
         so as not to cause a breach or default under the Primary License
         Agreement, and (v) not amend the Primary License Agreement in a manner
         which adversely affects UCB's rights and obligations hereunder or
         thereunder. [***].

                  (b)      Dynavax agrees to use reasonable efforts to
         sublicense to UCB under the scope of license in Section 2.1 (i) all
         patents and patent applications under which Dynavax or its Affiliates
         has a license or right to practice which contain claims or disclosure
         rights the rights to which are actually useful or reasonably necessary
         for the development, registration, manufacturing, using or selling of
         ISS, Conjugated ISS,

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         Combination ISS or the Licensed Products which are filed as of the
         Effective Date or during the term of this Agreement, including any
         addition, continuation, continuation-in-part or division thereof or any
         substitute application thereof, (ii) any patent issued with respect to
         such patent application, any reissue, extension, patent term extension,
         supplementary protection certificate or the like of any such patent,
         and any confirmation patent or registration patent or patent of
         addition based on any such patent, and (iii) any other United States or
         foreign patent or inventor's certificate relating to any of the
         foregoing.

                  (c)      Dynavax agrees (i) to notify UCB prior to entering
         into any agreement with Quintiles Transnational Corp. or one of its
         Affiliates with respect to any Licensed Product that is not cancelable
         without penalty on thirty (30) days notice and to ensure that UCB has
         the right to audit any investigators and the trial execution, and (ii)
         will provide reasonable assistance to UCB in performing such audits.
         This provision shall not apply to those certain clinical trials
         designated by Dynavax as [***].

                           ARTICLE 13. INDEMNIFICATION

         13.1.    Indemnification by UCB. Subject to compliance by the
Indemnitees with the provisions set forth in Section 13.3 (but solely to the
extent UCB is prejudiced by any failure to so comply), UCB shall defend,
indemnify, and hold harmless the Indemnitees, from and against any and all
Liabilities which the Indemnitees may suffer, pay, or incur as a result of or in
connection with (a) any and all personal injury (including death) and property
damage or other product liability caused by or contributed to, in whole or in
part, by the manufacture, testing, design, use, sale, marketing, advertising or
labeling of any Licensed Products in the Fields or the practice of the Dynavax
Patents or Dynavax Know-How by UCB, its Affiliates or sublicensees, (b) any and
all third party claims or government actions arising from the failure of UCB,
its Affiliates or sublicensees to comply with applicable law in the course of
performing UCB's obligations or exercising UCB's rights hereunder, (c) any and
all third party claims or government actions arising from the negligence,
intentional misconduct or breach of contract of UCB or (if applicable) any of
UCB's Affiliates or sublicensees, or (d) any and all third party claims or
government actions arising from any breach by UCB of any of its representations,
warranties and covenants set forth in this Agreement; provided, however, that
such indemnification shall exclude any Liabilities to the extent arising as a
result of (i) the negligence, intentional misconduct or breach of contract of
Dynavax, its Affiliates or subcontractors or (ii) the breach by Dynavax of any
of its representations, warranties and covenants set forth in this Agreement.
UCB's obligations under this Article 13 shall survive the expiration or
termination of this Agreement for any reason.

         13.2.    Indemnification by Dynavax. Subject to compliance by the
Indemnitees with the provisions set forth in Section 13.3 (but solely to the
extent Dynavax is prejudiced by any failure to so comply), Dynavax shall
indemnify and hold the Indemnitees harmless from and against any and all
Liabilities which the Indemnitees may suffer, pay or incur as a result of or in
connection with: (a) any and all third party claims or government actions
arising from any breach by Dynavax of any of its representations, warranties and
covenants set forth in this Agreement; (b)

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

any claim or suit asserted or commenced by the Primary Licensor regarding any
default or alleged default by Dynavax under the Primary License Agreement; (c)
any and all third party claims or government actions arising from the failure of
Dynavax, its Affiliates or sublicensees to comply with applicable law in the
course of performing Dynavax's obligations or exercising Dynavax's rights
hereunder, or (d) any and all third party claims or government actions arising
from the negligence, intentional misconduct or breach of contract of Dynavax or
(if applicable) any of Dynavax's Affiliates or subcontractors; provided,
however, that such indemnification shall exclude any Liabilities to the extent
arising as a result of (i) the negligence, intentional misconduct or breach of
contract of UCB, its Affiliates or sublicensees or (ii) the breach by UCB of any
of its representations, warranties and covenants set forth in this Agreement.
Dynavax's obligations under this Article 13 shall survive expiration or
termination of this Agreement for any reason.

         13.3.    Indemnification Procedures. Any Indemnitee which intends to
claim indemnification under this Article shall, promptly after becoming aware
thereof, notify the party from whom it is seeking indemnification (the
"Indemnitor") in writing of any matter in respect of which the Indemnitee or any
of its employees intend to claim such indemnification. The Indemnitor shall have
the right, at its election, to the complete control of the defense of any such
claim with counsel of its choosing. In addition, the Indemnitor shall have the
right, at its discretion, to settle any such claim; provided, however, that such
settlement does not adversely affect the Indemnitee's rights hereunder or impose
any obligations on the Indemnitee in addition to those set forth herein in order
for it to exercise such rights. No such matter shall be settled by such
Indemnitee without the prior written consent of the Indemnitor and neither the
Indemnitor nor the Indemnitee shall be responsible for any legal fees or other
costs incurred other than as provided herein. The Indemnitee and its employees
shall cooperate fully with the Indemnitor and its legal representatives in the
investigation and defense of any matter covered by the applicable
indemnification. The Indemnitee shall have the right, but not the obligation, to
be represented by counsel of its own selection and expense.

                           ARTICLE 14. CONFIDENTIALITY

         14.1.    Treatment of Confidential Information. Except as otherwise
provided hereunder, during the term of this Agreement and for a period of [***]
thereafter (but, if terminated within [***] of the Effective date, for a period
of [***] thereafter):

                  (a)      UCB and its Affiliates and sublicensees shall retain
         in confidence and use only for purposes of this Agreement, any written
         information and data supplied by or on behalf of Dynavax under this
         Agreement and the Non-Disclosure Agreement, dated [***], between
         Dynavax and UCB (the "Confidentiality Agreement"); and

                  (b)      Dynavax shall retain in confidence and use only for
         purposes of this Agreement any written information and data supplied by
         or on behalf of UCB to Dynavax under this Agreement.

         For purposes of this Agreement, all such information and data which a
party is obligated to retain in confidence shall be called "Information."

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

         14.2.    Right to Disclose. To the extent that it is reasonably
necessary to fulfill its obligations or exercise its rights under this
Agreement, or any rights which survive termination or expiration hereof, each
party may disclose Information to its Affiliates, sublicensees (actual or
prospective), consultants, outside contractors, actual or prospective investors,
and clinical investigators on condition that such entities or persons agree in
writing:

                  (a)      to keep the Information confidential for a period of
         [***] from the date of disclosure by such party (and otherwise for at
         least as long as the period set forth in 14.1 above) and to keep such
         Information confidential to the same extent as such party is required
         to keep the Information confidential; and

                  (b)      to use the Information only for those purposes for
         which the disclosing party is authorized to use the Information.

         Each party or its Affiliates or sublicensees, as applicable, may
disclose Information to the government or other regulatory authorities to the
extent that such disclosure (i) is necessary for the prosecution and enforcement
of patents, or authorizations to conduct preclinical or clinical trials to
commercially market Licensed Products, provided such party is then otherwise
entitled to engage in such activities in accordance with the provisions of this
Agreement, or (ii) is legally required. Prior to any such disclosure, the
disclosing party shall give the other party reasonable notice thereof and
reasonably cooperate with such other party in efforts to minimize such
disclosure or obtain confidential treatment thereof.

         14.3.    Release from Restrictions. The obligation not to disclose or
use Information shall not apply to any part of such Information that:

                  (a)      is or becomes published or otherwise part of the
         public domain, other than by unauthorized acts of the party obligated
         not to disclose such Information (for purposes of this Article 14 the
         "receiving party") or its Affiliates or sublicensees in contravention
         of this Agreement;

                  (b)      is disclosed to the receiving party or its Affiliates
         or sublicensees by a third party; provided that such Information was
         not obtained by such third party directly or indirectly from the other
         party to this Agreement;

                  (c)      prior to disclosure under the Confidentiality
         Agreement or this Agreement, as the case may be, was already in the
         possession of the receiving party, its Affiliates or sublicensees;
         provided that such Information was not obtained directly or indirectly
         from the other party to this Agreement;

                  (d)      results from research and development by the
         receiving party or its Affiliates or sublicensees, independent of
         disclosures from the other party to this Agreement; provided that the
         persons developing such information have not had exposure to the
         Information received from the other party to this Agreement;

                  (e)      is required by law to be disclosed by the receiving
         party; provided that in the case of disclosure in connection with any
         litigation, the receiving party uses

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

         reasonable efforts to notify the other party immediately upon learning
         of such requirement in order to give the other party reasonable
         opportunity to oppose such requirement; or

                  (f)      UCB and Dynavax agree in writing may be disclosed.

                        ARTICLE 15. TERM AND TERMINATION

         15.1.    Term. Unless sooner terminated as otherwise provided in this
Agreement, the term of this Agreement shall commence on the Effective Date and
shall continue in full force and effect until the later to occur of (a) the date
when the last Valid Issued Claim anywhere in the Territory covering any Licensed
Product in the Fields expires or is otherwise extinguished, and (b) the earlier
of (i) the date that is [***] after the date of first commercial sale following
Registration of the last Licensed Product and (ii) [***]. After the expiration
of this Agreement, UCB shall be free to make, have made, import and export, use,
market, distribute, promote, offer for sale, sell and have sold any Licensed
Product without further payment or obligation (except as set forth in Sections
15.5 and 15.7) to Dynavax.

         15.2.    Termination by Default.

                  (a)      If either party defaults in the performance of, or
         fails to be in compliance with, any material agreement, condition or
         covenant of this Agreement, the non-defaulting party may terminate this
         Agreement with respect to the defaulting party if such default or
         noncompliance shall not have been remedied, or, in the event the
         default or non-compliance cannot be remedied within such period,
         reasonable steps shall not have been initiated to remedy the same,
         within [***] after receipt by the defaulting party of a written notice
         thereof from the non-defaulting party. In the event the applicable
         default or non-compliance cannot be remedied, and reasonable steps have
         been initiated to remedy the same, within such [***] period, the
         defaulting party may also terminate this Agreement if the defaulting
         party does not complete such efforts and remedy such default and
         non-compliance within a reasonable period of time, not to exceed [***]
         after receipt of the original notice from the non-defaulting party.

                  (b)      In the event that: (i) any proceeding is commenced by
         or against a party seeking relief under any bankruptcy, insolvency or
         similar law and if such proceeding is involuntary, it remains
         undismissed for [***], or a party, by action or answer, approves of,
         consents to or acquiesces in such proceeding or admits the material
         allegations of or defaults in answering a petition filed in such
         proceeding; (ii) a receiver, liquidator, assignee, custodian or trustee
         (or similar official) is appointed for a party in respect of any
         substantial part of its assets or for purposes of the winding-up or
         liquidation of its business and such appointment remains unstayed and
         in effect for a period of [***]; or (iii) a party makes an assignment
         for the benefit of creditors; then, in any such event, such party shall
         be deemed in default for purposes of this Section 15.2.

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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
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         15.3.    Termination by UCB.

                  (a)      Subject to the provisions of Subsection 15.3(b), UCB
         shall have the right to terminate this Agreement by giving Dynavax[***]
         prior written notice thereof. Such termination may be made with respect
         to one or more (a) countries in the Territory; (b) Disease Indications;
         or (c) forms of Licensed Products in respect of an indication, without
         affecting this Agreement in respect of other countries, Disease
         Indications or forms of Licensed Products. Such right of termination,
         however, is conditioned upon UCB agreeing to pay all reasonable third
         party costs associated with the termination of any development
         agreement with third parties if such third party development agreement
         has been approved by UCB pursuant to the Development Program.

                  (b)      Notwithstanding anything to the contrary herein, UCB
         shall not have the right to terminate under Section 15.3(a), the
         Development Program with respect to the Ragweed Product prior to the
         [***] of the Effective Date, except that UCB may terminate under
         Section 15.3(a) after the [***] of the Effective Date for efficacy or
         safety reasons.

         15.4.    Obligations Upon Termination.

                  If this Agreement is terminated as a result of UCB's breach
         pursuant to Section 15.2, or is terminated in whole or in part by
         Dynavax in accordance with Section 6.5(a) or by UCB in accordance with
         Section 15.3, then (a) in the case of termination with respect to the
         entire Territory, UCB shall use, and shall cause its Affiliates and
         sublicensees to use, its and their commercially reasonable efforts to
         return, or at Dynavax's direction, destroy all data, writings and other
         documents and tangible materials supplied to UCB by Dynavax; (b) all
         rights and licenses granted by Dynavax to UCB with respect to the
         terminated countries, Disease Indications or forms of Licensed
         Products, as the case may be, shall terminate and revert back to
         Dynavax; and (c) the parties shall negotiate in good faith the
         commercially reasonable terms and conditions of a transition and
         transfer plan reasonably designed to allow Dynavax to continue the
         development, manufacture and commercialization of the terminated
         countries, Disease Indications or forms of Licensed Products, as the
         case may be, including necessary licenses to UCB Know-How and UCB
         patent rights, technology transfer, transition of regulatory filings
         and Registrations, transition of manufacturing and any ongoing
         development or commercialization activities with the goal of minimizing
         disruption, compensating UCB for its efforts prior to termination and
         similar matters. UCB shall provide Dynavax with full and complete
         copies of all toxicity, efficacy, and other data generated by UCB or
         UCB's Affiliates and sublicensees in the course of UCB's efforts to
         develop Licensed Products or to obtain governmental approval for the
         sale of Licensed Products, including any regulatory filings with any
         government agency in such countries, and Dynavax shall pay to UCB an
         amount equal to one hundred fifty percent (150%) of UCB's cost of
         providing such copies. Dynavax shall be authorized to cross-reference
         any such regulatory filings made by UCB and UCB's Affiliates and
         sublicensees in the countries in which termination occurs where
         permitted by law.

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

         15.5.    Effect of Termination. In the event of any expiration or
termination pursuant to this Article 15, neither party shall have any remaining
rights or obligations under this Agreement other than as provided below:

                  (a)      Dynavax will have the right to receive all payments
         accrued prior to the effective date of termination;

                  (b)      termination or expiration of this Agreement for any
         reason shall have no effect on the parties' rights and obligations
         under Articles 13 and 14 and under Sections 4.2 and 10.5(a) or their
         respective rights in Joint Know-How and Joint Inventions;

                  (c)      upon expiration of UCB's royalty obligations under
         this Agreement in a given country, UCB shall have a perpetual, fully
         paid-up, non-exclusive license to use the Dynavax Know-How in such
         country;

                  (d)      termination of this Agreement by Dynavax pursuant to
         Subsection 6.5(a) or Section 15.2 or by UCB pursuant to Section 15.3,
         shall have no effect on the rights and obligations of the parties under
         Section 15.4; and

                  (e)      the parties' shall retain any other remedies for
         breach of this Agreement they may otherwise have.

         15.6.    Bankruptcy. All rights and licenses granted under or pursuant
to this Agreement by Dynavax to UCB are, and shall otherwise be deemed to be,
for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to
"intellectual property" as defined under Section 101(56) of the Bankruptcy Code.
The parties agree UCB, as a licensee of such rights and licenses, shall retain
and may fully exercise all of its rights and elections under the Bankruptcy
Code. The parties further agree that, in the event that any proceeding shall be
instituted by or against Dynavax seeking to adjudicate it bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief of composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking an
entry of an order for relief or the appointment of a receiver, trustee or other
similar official for it or any substantial part of its property or it shall take
any action to authorize any of the foregoing actions (each a "Proceeding"), UCB
shall have the right to retain and enforce its rights under this Agreement,
including the following rights:

                  (a)      the right to continue to use the Dynavax Patents and
         Dynavax Know-How and all versions and derivatives thereof, and all
         documentation and other supporting material related thereto, in
         accordance with the terms and conditions of this Agreement; and

                  (b)      the right to a complete duplicate of (or complete
         access to, as appropriate) all Dynavax Patents and Dynavax Know-How and
         all embodiments of such, and the same, if not already in UCB's
         possession, shall be promptly delivered to UCB (i) upon any such
         commencement of a Proceeding upon written request therefor by UCB,
         unless Dynavax elects to continue to perform all of its obligations
         under this Agreement; or (ii) if not delivered under (i) above, upon
         the rejection of this Agreement by or on behalf of Dynavax upon written
         request therefor by UCB; and

                                     - 46 -
<PAGE>

                  (c)      the right to obtain from Dynavax all documentation
         and other supporting materials related to the Dynavax Patents and
         Dynavax Know-How and all versions and derivatives thereof.

         15.7.    [***]

                  (a)      [***] the Licensed Products described in Subsection
         15.7(b) and the entire Territory.

                  (b)      Notwithstanding anything to the contrary contained
         herein, if this Agreement expires pursuant to its terms or is
         terminated by UCB pursuant to Section 15.2, and if UCB is continuing to
         market Licensed Products in the Territory, then Dynavax hereby agrees
         that [***]

                    ARTICLE 16. ASSIGNMENT; CHANGE OF CONTROL

         Neither party shall assign this Agreement or any part thereof without
the prior written consent of the other party, which consent shall not be
unreasonably withheld or delayed. Each party may, however, without such consent,
assign or sell its rights under this Agreement (a) in connection with the sale
or transfer of all or substantially all of its pharmaceutical business to a
third party; (b) in the event of a merger or consolidation with a third party;
or (c) to an Affiliate. No assignment shall relieve any party of responsibility
for the performance of any accrued obligation which such party has under this
Agreement. Any assignment shall be contingent upon the assignee assuming in
writing all of the obligations of its assignor under this Agreement. If Dynavax
is acquired by a third party that markets a product which is marketed for the
same or substantially similar indication as any product being marketed at the
time by UCB or any of its Affiliates, then UCB shall not be required to provide
any UCB Know-How or other Confidential Information to such third party, other
than royalty reports.

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                       ARTICLE 17. REGISTRATION OF LICENSE

         UCB, at its expense, may register the license granted under this
Agreement in any country of the Territory where the use, sale or manufacture of
a Licensed Product in such country would be covered by a Valid Claim. Upon
request by UCB, Dynavax agrees promptly to execute any "short form" licenses
consistent with the terms and conditions of this Agreement submitted to it by
UCB reasonably necessary in order to effect the foregoing registration in such
country.

   ARTICLE 18. NOTIFICATION AND AUTHORIZATION UNDER DRUG PRICE COMPETITION AND
                           PATENT TERM RESTORATION ACT

         18.1.    Notices Relating to the Act. Dynavax shall notify, and shall
use reasonable efforts to cause the Primary Licensor to notify, UCB of (a) the
issuance of each United States and foreign patent included among the Dynavax
Patents, giving the date of issue and patent number for each such patent; and
(b) each notice pertaining to any patent included among the Dynavax Patents
which the Primary Licensor receives as patent owners pursuant to the Drug Price
Competition and Patent Term Restoration Act of 1984 (hereinafter the "Act"),
including notices pursuant to Sections 101 and 103 of the Act from persons who
have filed an abbreviated NDA or a "paper" NDA. Such notices shall be given
promptly, but in any event within ten (10) days of notice of each such patent's
date of issue or receipt of each such notice pursuant to the Act, whichever is
applicable.

         18.2.    Authorization Relating to Patent Term Extension. Dynavax
hereby authorizes UCB and will use reasonable efforts to obtain the Primary
Licensor's authorization for UCB (a) to include in any NDA for a Licensed
Product, as UCB may deem appropriate under the Act, a list of patents included
among the Dynavax Patents that relate to such Licensed Product and such other
information as UCB in its reasonable discretion believes is appropriate to be
filed pursuant to the Act; (b) to commence suit for any infringement of the
Dynavax Patents under Section 271(e) (2) of Title 35 of the United States Code
occasioned by the submission by a third party of an IND or a paper NDA for a
Licensed Product pursuant to Sections 101 or 103 of the Act; and (c) in
consultation with Dynavax and the Primary Licensor, to exercise any rights that
may be exercisable by Dynavax or the Primary Licensor, as applicable, as patent
owners under the Act to apply for an extension of the term of any patent
included among the Dynavax Patents. In the event that applicable law in any
other country of the Territory hereafter provides for the extension of the term
of any patent included among the Dynavax Patents in such country, upon request
by UCB, Dynavax shall authorize UCB and shall use reasonable efforts to obtain
the Primary Licensor's authorization for UCB or, if requested by UCB, its
sublicensees, to apply for such extension, in consultation with Dynavax and the
Primary Licensor. Dynavax agrees to cooperate and shall use reasonable efforts
to cause the Primary Licensor to cooperate with UCB or its sublicensees, as
applicable, in the exercise of the authorizations granted in this Section 18.2
or which may be granted pursuant to this Section 18.2 and will execute such
documents and take such additional action and use reasonable efforts to cause
the Primary Licensor to execute such documents and to take such additional
actions as UCB may reasonably request in connection therewith, including, if
necessary, permitting itself and using reasonable efforts to permit the Primary
Licensor to permit themselves to be joined as proper parties in any suit for
infringement brought by UCB under Subsection 18.2(b).

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                         ARTICLE 19. DISPUTE RESOLUTION

         In the case of any disputes between the parties arising from this
Agreement (including disputes regarding alleged defaults), and in case this
Agreement does not specifically provide for how to resolve such disputes or
prescribe that one party has final decision-making authority with respect to
such dispute, the parties shall discuss and negotiate in good faith a solution
acceptable to both parties and in the spirit of this Agreement. If after
negotiating in good faith pursuant to the foregoing sentence, the parties fail
to reach agreement within [***], then Key Executives shall discuss in good faith
an appropriate resolution to the dispute. If the Key Executives fail, after good
faith discussions not to exceed [***], to reach an amicable agreement, the
parties shall attempt to resolve the dispute through non-binding mediation. If
the parties are unable to resolve such dispute by mediation within [***], then
any party hereto may take action to force resolution of the dispute by judicial
process.

                         ARTICLE 20. GENERAL PROVISIONS

         20.1.    Export Controls. Each party acknowledges that the other party
is subject to United States laws and regulations controlling the export of
technical data, biological materials, chemical compositions and other
commodities and that both parties' obligations under this Agreement are
contingent upon compliance with applicable United States export laws and
regulations. The transfer of technical data, biological materials, chemical
compositions and commodities may require a license from the cognizant agency of
the United States government or written assurances by the applicable party that
such party shall not export data or commodities to certain foreign countries
without the prior approval of certain United States agencies, or as otherwise
prescribed by applicable law or regulation. Both parties neither represents that
an export license shall not be required nor that, if required, such export
license shall issue.

         20.2     Independent Contractors. It is understood and agreed that the
parties hereto are independent contractors and are engaged in the operation of
their own respective businesses, and neither party hereto is to be considered
the agent of the other party for any purpose whatsoever, and neither party shall
have any authority to enter into any contracts or assume any obligations for the
other party nor make any warranties or representations on behalf of that other
party.

         20.3     Publicity. The parties agree to issue mutual press releases
concerning their entry into this Agreement, with the content of such releases to
be approved (which consent shall not be unreasonably withheld or delayed) in
advance by the parties. In all other respects, except as required by law,
neither party shall use the name of the other party in any publicity release
without the prior written permission of such other party, which shall not be
unreasonably withheld. The other party shall have a reasonable opportunity to
review and comment on any such proposed publicity release. Except as required by
law (and except with respect to the Primary Licensor), neither party shall
publicly disclose the terms of this Agreement or issue any publicity release
with regard thereto unless expressly authorized to do so by the other party
which authorization shall be agreed upon. If a party is legally required to
disclose any terms of this Agreement, such party shall give the other party
reasonable notice thereof and reasonably cooperate with such other party in
efforts to minimize such disclosure or obtain confidential treatment thereof.

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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

         20.4     Governing Law. This Agreement and all amendments,
modifications, alterations, or supplements hereto, and the rights of the parties
hereunder, shall be construed under and governed by the laws of the State of
Delaware, exclusive of its conflicts of laws principles.

         20.5     Entire Agreement. This Agreement, together with the Exhibits
attached hereto, constitutes the entire agreement between Dynavax and UCB with
respect to the subject matter hereof and shall not be modified, amended or
terminated, except as herein provided or except by another agreement in writing
executed by the parties hereto.

         20.6     Waiver. No provision of this Agreement may be waived except by
a writing signed by the waiving party, and no such waiver of any provision
hereof in one instance shall constitute a waiver of any other provision or of
such provision in any other instance. No omission, delay or failure on the part
of any party hereto in exercising any rights hereunder will constitute a waiver
of such rights or of any other rights hereunder.

         20.7     Severability. All rights and restrictions contained herein may
be exercised and shall be applicable and binding only to the extent that they do
not violate any applicable laws and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid or
unenforceable. If any provision or portion of any provision of this Agreement,
not essential to the commercial purpose of this Agreement, shall be held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, it is
the intention of the parties that the remaining provisions or portions thereof
shall constitute their agreement with respect to the subject matter hereof, and
all such remaining provisions, or portions thereof, shall remain in full force
and effect. To the extent legally permissible, any illegal, invalid or
unenforceable provision of this Agreement shall be replaced by a valid provision
which shall implement the commercial purpose of the illegal, invalid, or
unenforceable provision. In the event that any provision essential to the
commercial purpose of this Agreement is held to be illegal, invalid or
unenforceable and cannot be replaced by a valid provision which will implement
the commercial purpose of this Agreement, this Agreement and the rights granted
herein shall terminate.

         20.8     Force Majeure.

                  (a)      Any delays in, or failure of performance of, any
         party to this Agreement, shall not constitute a default hereunder, or
         give rise to any claim for damages, if and to the extent caused by
         occurrences beyond the control of the party affected, including acts of
         God, strikes or other concerted acts of workmen, civil disturbances,
         fires, floods, explosions, riots, war, rebellion, sabotage, acts of
         governmental authority or failure of governmental authority to issue
         licenses or approvals which may be required ("Force Majeure"); provided
         that any such delay shall not extend for more than [***].

                  (b)      The party asserting the Force Majeure shall promptly
         notify the other party of the event constituting Force Majeure and of
         all relevant details of the occurrence and where appropriate an
         estimate of how long such Force Majeure event shall continue.

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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         If such Force Majeure event continues thereafter and in any event, the
parties shall consult with each other in order to find a fair solution and shall
use all reasonable endeavors to minimize the consequences of such Force Majeure.

         20.9     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         20.10    Notices. All notices, statements, and reports required to be
given under this Agreement shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) (a) by personal delivery, (b) by
registered or certified mail (postage prepaid and return receipt requested) or
(c) by UPS Next Day Air, and addressed as follows:

            if to UCB:      UCB FARCHIM, S.A.
                            Attention: Director General Pharma
                            Zoning Industrial Planchy,
                            10 Chemin de Croix-Blanche,
                            CM-1630 Bulle (Canton de Fribourg)
                            Switzerland
                            Facsimile: +41 (0)26-919-0200

        if to Dynavax:      Dynavax Technologies Corporation
                            Attention: President and Chief Executive Officer
                            717 Potter Street, Suite 100
                            Berkeley, California 94710
                            Facsimile: (510) 848-5694

         Any party hereto may change the address to which notices to such party
are to be sent by giving notice to the other party at the address and in the
manner provided above. Any notice may be given by facsimile, in addition to the
manners set forth above, provided that the party giving such notice obtains
acknowledgment by facsimile that such notice has been received by the party to
be notified. Notices made in this manner shall be deemed to have been duly given
when such acknowledgment has been transmitted.

         20.11    Construction.

                  (a) Unless the context of this Agreement otherwise clearly
         requires, (i) references to the plural include the singular, and
         references to the singular include the plural, (ii) references to any
         gender include the other genders, (iii) the words "include," "includes"
         and "including" do not limit the preceding terms or words and shall be
         deemed to be followed by the words "without limitation", (iv) the terms
         "hereof", "herein", "hereunder", "hereto" and similar terms in this
         Agreement refer to this Agreement as a whole and not to any particular
         provision of this Agreement, (v) the terms "day" and "days" mean and
         refer to calendar day(s) and (vi) the terms "year" and "years" mean and
         refer to calendar year(s). (b)Unless otherwise set forth herein, any
         reference in this Agreement to (i) any document, instrument or
         agreement (including this Agreement)

                                     - 51 -
<PAGE>

         (A) includes and incorporates all exhibits, schedules and other
         attachments thereto, (B) includes all documents, instruments or
         agreements issued or executed in replacement thereof and (C) means such
         document, instrument or agreement, or replacement or predecessor
         thereto, as amended, modified or supplemented from time to time in
         accordance with its terms and in effect at any given time, and (ii) a
         particular law means such law as in effect on the date of this
         Agreement.

                  (c)      All Article, Section, Subsection and Exhibit
         references herein are to Articles, Sections, Subsections and Exhibits
         of this Agreement, unless otherwise specified.

         20.12    Further Actions. Each party agrees to execute, acknowledge and
deliver such further instruments and to do all such other acts as may be
reasonably necessary or appropriate in order to carry out the purposes and
intent of this Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                     - 52 -
<PAGE>

         IN WITNESS WHEREOF, UCB and Dynavax have caused this Agreement to be
signed by their duly authorized representatives as of the date first written
above.

                                             UCB FARCHIM, S.A.

                                             By: /s/ M. Wiers
                                                 _______________________________
                                                 Name:  M. Wiers
                                                 Title: Director

                                             By: /s/ R. Doliveux
                                                 _______________________________
                                                 Name:  R. Doliveux
                                                 Title: Director

                                             DYNAVAX TECHNOLOGIES CORPORATION

                                             By: /s/ Dino Dina
                                                 _______________________________
                                                 Name: Dino Dina, M.D.
                                                 Title: CEO


                                     - 53 -
<PAGE>

                                    EXHIBIT A

                                 DYNAVAX PATENTS

See attached.

<PAGE>

[***] - Recombinant Gene Expression Vectors to Enhance Immune Response

<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status     Patent No.
-------     ----------     -----------    ------     ----------
<S>         <C>            <C>            <C>        <C>
  US          [***]           [***]         P
  US          [***]           [***]         P
  US          [***]           [***]         P
  US          [***]           [***]         P
  PCT       WO97/28259       1/28/97
  JP          [***]           [***]         P
  CA          [***]           [***]         P
  EP          [***]           [***]         P
  AU         23162/01        2/21/01        I         759590
</TABLE>

              [***] - Immunostimulatory Oligonucleotide Conjugates
<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status     Patent No.
-------     ----------     -----------    ------     ----------
<S>         <C>            <C>            <C>        <C>
  US          [***]           [***]         P
  US          [***]           [***]         P
  US        09/308,036       10/9/97        I         6,610,661
  PCT       WO98/16247       10/9/97
  JP          [***]           [***]         P
  CA          [***]           [***]         P
  EP          [***]           [***]         P
  AU          [***]           [***]         P
</TABLE>


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

               [***] - ISS with Modified Bases and Methods of Use

<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status     Patent No.
-------     ----------     -----------    ------     ----------
<S>         <C>            <C>            <C>        <C>
  US        09/324,191       6/1/99         I         6,562,798
  US          [***]           [***]         P
  WO          [***]           [***]
  AU         44194/99        6/4/99         I          760304
  CA          [***]           [***]         P
  EP          [***]           [***]         P
</TABLE>

                  [***] - ISSs, Compositions and Methods of Use

<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status     Patent No.
-------     ----------     -----------    ------     ----------
<S>         <C>            <C>            <C>        <C>
  US        09/296,477       4/22/99        I         6,589,940
  US          [***]           [***]         P
  PCT       WO98/55495       6/5/98
  AU         78178/98        6/5/98         I          753172
  CA          [***]           [***]         P
  EP          [***]           [***]         P
  JP          [***]           [***]         P
  HK          [***]           [***]         P
  AU          [***]           [***]         P
  EP                          [***]         P
</TABLE>

        [***] - Immunomodulatory Compositions with ISS linked to Antigen

<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status
-------     ----------     -----------    ------
<S>         <C>            <C>            <C>
  US          [***]           [***]         P
  PCT       WO01/35991      11/15/00
  AU          [***]           [***]         P
  CA          [***]           [***]         P
  JP          [***]           [***]         P
  EP          [***]           [***]         P
</TABLE>

                    [***] - Immunomodulatory Polynucleotides

<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status
-------     ----------     -----------    ------
<S>         <C>            <C>            <C>
  US          [***]           [***]         P
  PCT       WO02/52002      12/27/01
  AU          [***]           [***]         P
</TABLE>



[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

<TABLE>
<S>         <C>            <C>            <C>
  CA          [***]           [***]         P
  CN          [***]           [***]         P
  JP          [***]           [***]         P
  KR          [***]           [***]         P
  NZ          [***]           [***]         P
  SG          [***]           [***]         P
  EP          [***]           [***]         P
</TABLE>


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

         [***] - Chimeric Immunomodulatory Compounds and Methods of Use

<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status
-------     ----------     -----------    ------
<S>         <C>            <C>            <C>
  US          [***]           [***]         P
  US          [***]           [***]         P
  US          [***]           [***]         P
  US                          [***]         P
  PCT       WO03/00922       6/21/02
</TABLE>

                   [***] - Branched Immunomodulatory Compounds

<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status
-------     ----------     -----------    ------
<S>         <C>            <C>            <C>
  US          [***]           [***]         P
</TABLE>

                          [***] - ISS Oligonucleotides

<TABLE>
<CAPTION>
Country     Serial No.     Filing Date    Status
-------     ----------     -----------    ------
<S>         <C>            <C>            <C>
  US          [***]           [***]         P
  US          [***]           [***]         P
  US          [***]           [***]         P
</TABLE>

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



<PAGE>

                                    EXHIBIT B

                    RAGWEED AND GRASS CO-PROMOTION AGREEMENT

See attached.

                                     - 1 -
<PAGE>

UCB Legal Department

                                RAGWEED AND GRASS
                             CO-PROMOTION AGREEMENT

         AGREEMENT made this ___ day of _________, _______ ("Effective Date") by
and between UCB Pharma, Inc. a Delaware Corporation ("UCB") and Dynavax
Technologies Corporation, a Delaware corporation ("Dynavax').

                                   WITNESSETH:

         WHEREAS, UCB and Dynavax have entered into a license and development
agreement dated January ___, 2004 relating to, among other things, a
pharmaceutical product [TO BE DEFINED BASED UPON APPROVED INDICATION] (the
"Grass Product") and a pharmaceutical product [TO BE DEFINED BASED UPON APPROVED
INDICATION] (the "Ragweed Product") (the Grass Product and the Ragweed Product,
together with all current and future formulations and means of delivery thereof
are collectively referred to herein as the "Product(s)"); and

         WHEREAS, UCB and Dynavax have committed significant resources to
bringing the Product(s) through the process of clinical development and
regulatory approval; and

         WHEREAS, UCB has already launched the Ragweed Product in the United
States and when the necessary regulatory approvals are obtained, UCB intends to
launch the Grass Product in the Untied States and will support such launch with
significant resources; and

         WHEREAS Dynavax has resources available to assist in the launch and
subsequent promotion of the Product(s); and

         WHEREAS, UCB and Dynavax wish to co-promote the Product(s) in the
United States and its territories and possessions, including Puerto Rico (the
"Territory");

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein below UCB and Dynavax hereby agree as follows:

1.       DEFINITIONS

         When used in this Agreement, the following terms shall have the
meanings set forth below:

         1.1      "Act" shall mean the Federal Food, Drug and Cosmetic Act, as
amended.

         1.2      "Annual Plan" shall mean an annual plan, setting forth the
objectives for the Product(s) in the Territory during the forthcoming calendar
year and identifying for each party, in a manner consistent with the provisions
of this Agreement, such party's development, marketing and promotional duties,
responsibilities and actions (together with budget and scheduling targets and
criteria), which plan shall be developed and adopted in accordance with Section
3 hereof, except for the outline of the initial or first Annual Plan covering
the first two calendar years after the Effective Date, which plan shall be
mutually agreed upon and attached hereto as Attachment 3.1.

         1.3      "Confidential Information" shall mean, for a party hereto (the
"disclosing party"), any information of or about the disclosing party or the
Product(s) (including any technical information, any financial, operational,
research, personnel, marketing, strategic or other information) that is
disclosed to another party hereto or its agents or representatives (the
"receiving party") in the course of the parties'

                                       1
<PAGE>

UCB Legal Department

negotiation of or performance under this Agreement, but shall not include any of
the following: (a) information that the receiving party already possessed other
than pursuant to the License Agreement; (b) information that is, or becomes
public through no fault of the receiving party; and (c) information that the
receiving party obtains from a third party not under a confidentiality
obligation to the disclosing party.

         1.4      "Co-Promotion Gross Margin" shall mean Net Sales less Cost of
Goods Sold.

         1.5      "Co-Promotion Expenses" shall mean the sum of (a) Marketing
Expenses, (b) Distribution Expenses, (c) Phase IV Trial Expenses, and (d) Life
Cycle Management Expenses.

         1.6      "Co-Promotion Year" shall mean initially the period beginning
with the first day of the month in which Launch of the Grass Product occurs and
ending at the end of that same calendar year; and thereafter, each subsequent
calendar year during the Term.

         1.7      "Cost of Goods Sold" shall mean [***].

         1.8      "Detail" shall mean, unless otherwise defined in an Annual
Plan, a completed sales presentation relating to the Product(s) by a Sales Force
representative to a licensed prescriber in the Territory from a list agreed upon
by the Operating Committee and which presentation would be generally regarded as
a single product "detail" in the United States pharmaceutical industry. The
number of Details attributable to each party shall be determined by the Details
properly made and duly recorded by each party in the Territory. For that purpose
each party will record its details using a format mutually agreed prior to
Launch highlighting the categories of the Details. On a monthly basis the Detail
records from each party will be submitted to the other party. A sample drop or a
reminder, in and of itself, shall not be considered a Detail. In addition, the
parties may agree to calculate the number of Details by reference to a mutually
agreed independent audit agency. Each party shall have the right to request a
revision of the Detail numbers if such numbers are contradicted by the data
provided by the independent external audit agency.

         1.9      "Detail Effort" shall mean, for each party in any period for
which a payment is being computed (a "Payment Computation Period"), the
detailing effort achieved by that party in the Payment Computation Period, and
shall consist of the total number of Details for such party during such Payment
Computation Period, which figure shall in no event exceed 110% of the Detail
Effort projected for the party in the Annual Plan (the "Projected Detail
Effort"), and where the number of Details does exceed the Projected Detail
Effort, the Detail Effort shall be deemed to be the Projected Detail Effort.

         1.10     "Distribution Expenses" shall mean [***]

                                       2


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

UCB Legal Department

[***] in each case allocated in accordance with the allocation method mutually
agreed by the parties.

         1.11     "Dynavax Detail Share" shall mean the Detail Effort provided
by Dynavax during a Co-Promotion Year, divided by the total Detail Effort
provided by both parties during the Co-Promotion Year; provided, however, that
in the event that UCB has exceeded its Projected Detail Effort, the Dynavax
Detail Share shall be deemed to be [***].

         1.12     "Launch" shall mean the date of the first Detail of the
Product(s) in the Territory by Dynavax.

         1.13     "License Agreement" shall mean the License and Development
Agreement between UCB FARCHIM, S.A. and Dynavax, dated February 5, 2004, as
amended from time to time.

         1.14     "Life Cycle Management Expenses" shall mean expenses and costs
for developing and obtaining approval of new forms or formulations of the
Product(s) for sale in the Territory, as such expenses are detailed in the
Annual Plan. "Life Cycle Management Expenses" shall include [***], in each case
allocated in accordance with the allocation method mutually agreed by the
parties.

         1.15     "Marketing Expenses" shall mean a party's costs and expenses
for Product(s) samples, market research, advertising, promotional and sales
training, [***] and other marketing expenses directly related to the marketing
of Product(s) in the Territory, as such expenses are detailed in the Annual
Plan. Sales training expenses shall include [***]. "Marketing Expenses" shall
include [***], in each case allocated in accordance with the method mutually
agreed by the parties. [***] Expenses shall not include the cost of the Sales
Force of each party and such costs shall be the sole responsibility of the party
employing such Sales Force.

         1.16     "Net Sales" shall mean the gross sales price of such Products
in the Territory billed by UCB, its Affiliates or sublicensees to independent
customers, less (i) normal and customary trade, quantity and cash discounts
actually given, all rebates actually paid (including those paid to third party
payors), sales, use, or other similar taxes, and all transportation, insurance
and handling charges, each to the extent actually invoiced; and (ii) all credits
and allowances actually granted to such independent customers on account of
returns or retroactive price reductions in lieu of returns, whether during or
prior to the specific period for which Net Sales are being calculated.

         1.17     "Operating Committee" shall mean the committee established by
the parties pursuant to Section 3 hereof in order to develop, implement and
manage the parties' co-promotion of the Product(s).

         1.18     "Phase IV Trial Activities" shall mean those clinical studies
 conducted with respect to the Product(s) after Registration of the Product(s),
including, without limitation, pharmaco-economic studies and
investigator-sponsored clinical studies.

                                       3


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

UCB Legal Department

         1.19     "Phase IV Trial Expenses" shall mean a party's expenses and
costs for any Phase IV Trial Activities in the Territory directly supporting the
Product(s), as such expenses are detailed in the Annual Plan. Phase IV Trial
Expenses shall include [***], in each case allocated in accordance with the
allocation method mutually agreed by the parties.

         1.20     "Sales Force" shall mean (i) the field force of professional
pharmaceutical sales representatives employed by UCB, together with such other
sales representatives as UCB determines should be utilized, or (ii) the field
force of professional pharmaceutical sales representatives employed by Dynavax
or Wholly Owned Affiliates of Dynavax, or both (i) and (ii) combined, as the
context requires.

         1.21     "Steering Committee" shall mean the committee established by
the parties pursuant to Section 3 hereof in order to approve the Annual Plan and
to resolve disputes arising from the Operating Committee.

         1.22     "Term" shall have the meaning specified in Section 9.1

         1.23     "Trademarks" shall mean such trademarks for the Product(s) as
the Operating Committee shall select.

         1.24     "UCB Detail Share" shall mean the Detail Effort provided by
UCB during a Co-Promotion Year, divided by the total Detail Effort provided by
both parties during the Co-Promotion Year; provided, however, that in the event
that Dynavax has exceeded its Projected Detail Effort, the UCB Detail Share
shall be deemed to be [***].

         1.25     "Wholly Owned Affiliate" shall mean with respect to each
party, any entity (i) all of whose issued and voting capital is owned or
controlled, directly or indirectly, by said party, or (ii) which owns or
controls, directly or indirectly, all of the issued and voting capital of said
party, or (iii) any company owned or controlled, directly or indirectly, to the
extent of one hundred percent (100%) of the issued and voting capital by any of
the foregoing, but only as to (i), (ii) and (iii) for so long as said ownership
or control shall continue.

2.       PERFORMANCE OF PROMOTION

         2.1      During the Term of this Agreement, UCB and Dynavax agree to
co-promote the Product(s) on an exclusive basis in the Territory, subject to the
terms and conditions set forth herein.

         2.2      From and after the Launch, the parties shall jointly promote
the Product(s) in the Territory pursuant to the Annual Plan to achieve in
respect of each Product a successful launch and maximum operating profit over
the Term. Each party shall diligently work to fulfill all responsibilities
assigned to it through the Annual Plan or through the Operating Committee.
Except as otherwise agreed by UCB, in performing Details under this Agreement,
Dynavax shall utilize only its own employees.

         2.3      In performing under this Agreement, the parties shall comply
with all federal and state laws and regulations and shall not be required to
perform any service in respect to the Product(s) if in so doing it might be
violating any such law or regulation.

                                       4


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

UCB Legal Department

3.       OPERATING COMMITTEE; STEERING COMMITTEE; ANNUAL PLAN

         3.1      Development of Annual Plans

         (a)      The Operating Committee shall consist of three members from
each of UCB and Dynavax with appropriate marketing and sales expertise. Each
party shall confirm in writing to the other the identity of its designees and
any changes thereof. For each Co-Promotion Year, the Operating Committee shall
be responsible for establishing, the strategic objectives and general direction
for the parties' promotion of the Product(s) as well as any development
activities to be performed (such as Phase IV Trial Activities), and for
developing and implementing an Annual Plan that fulfills such objectives and
directions and for deciding any actions to be taken in this respect which affect
the Product(s) beyond a purely local level (such as instigation of or defense
against law suits). Unless the parties agree otherwise, each such Annual Plan
shall operate on a [***] basis, and shall be presented to the Steering Committee
for approval no later than [***] of the year before the first day in [***] on
which it is to take effect. The Operating Committee shall meet as necessary to
accomplish its objectives but in no event less frequently than three times per
Co-Promotion Year. During the first and second Co-Promotion Years, the
chairperson of the Operating Committee will be designated by UCB. Thereafter,
the chairperson shall alternate annually between Dynavax and UCB. All decisions
of the Operating Committee shall be by unanimous consent of the members provided
that (i) consent (of a member absent at a meeting) can be given in writing; and
(ii) the Operating Committee may delegate certain matters to subcommittees
consisting of one or more members from each party. If the Operating Committee is
unable to reach a decision on any issue within [***], the issue shall be
referred to the Steering Committee.

         (b)      The Steering Committee shall consist of at least two members
but no more than four members from each of UCB and Dynavax. The members of the
Steering Committee shall be senior managers and have the appropriate sales and
marketing expertise. The Steering Committee shall be responsible for approving
and/or modifying each Annual Plan and for resolving any issues referred by the
Operating Committee. The Steering Committee shall meet as necessary to
accomplish its objectives but in no event less frequently than one time per
Co-Promotion Year. During the first and second Co-Promotion Years, the
chairperson of the Steering Committee shall be designated by UCB. Thereafter,
the chairperson shall alternate annually between UCB and Dynavax. All decisions
of the Steering Committee shall be by unanimous consent of the members. Consent
(of a member absent from a meeting) can be given in writing. If the Steering
Committee is unable to reach a decision on any issue within thirty days, the
issues shall be referred to the President of UCB and the President of Dynavax.

         (c)      Meetings of the Operating Committee and the Steering Committee
shall be open to additional non-voting representatives of the parties as
reasonably appropriate to accomplish the objectives of the committee. Each party
shall give notice to the others of the additional representatives who will
attend a meeting.

         (d)      If the President of UCB and the President of Dynavax are
unable to agree on the resolution of an issue within [***], the issue shall be
resolved as follows:

                  (i)      If the issue relates to the total number of Details
to be provided by both parties pursuant to the upcoming Annual Plan, the total
will be set at [***].

                  (ii)     If the issue relates to any other aspect of a new
Annual Plan, the issue shall be resolved by adopting that aspect of the then
current Annual Plan, subject to Section 3.3(c), and where the

                                       5


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

UCB Legal Department

current Annual Plan fails to resolve the issue, the issue shall be resolved in
accordance with the dispute resolution provisions of the License Agreement
(Article 19).

         (e)      An outline of the initial Annual Plan covering the first two
Co-Promotion Years is set forth in Attachment 3.1. The Operating Committee will
finalize the initial Annual Plan within [***] after the Effective Date.

         3.2      Implementation; Revisions and Improvements

         Neither party shall make any changes in an Annual Plan without the
prior approval of the Operating Committee. In implementing each Annual Plan,
each party will develop and maintain appropriate liaison with the Operating
Committee, through which to resolve administrative questions regarding such
implementation and to communicate to the Operating Committee timely suggestions
for improving the Annual Plan and changes that such party believes may be
necessary or appropriate to the Annual Plan. The Operating Committee shall act
on such suggestions and information as it deems appropriate, and the parties
shall perform in accordance with directions issued by the Operating Committee.
In the event that a proposed change to the Annual Plan requires an increase or a
significant reduction in the Annual Plan budget (an increase or reduction
greater than [***] over the then current Annual budget) the change must be
approved by the Steering Committee.

         3.3      Activities Covered by Annual Plan

         (a)      Each Annual Plan shall define the goals and objectives for
promoting the Product(s) in the Territory in the pertinent Co-Promotion Year,
consistent with the terms of this Agreement and the License Agreement, and shall
identify in reasonable detail the total budget for Co-Promotion Expenses for the
Product(s) during the Co-Promotion Year, and the total Detail Effort required to
support the Product(s) during the Co-Promotion Year. The parties may change the
level of particular expenditure items, and the rate of timing of their
expenditures, only by agreement of the Operating Committee. The Annual Plan
shall not address Sales Force incentives or compensation, and each party shall
have sole authority and responsibility for designing and executing any such
program for its Sales Force. Sales Force incentives and compensation shall not
be deemed Co-Promotion Expenses and shall be the sole responsibility of the
party employing or utilizing such Sales Force.

         (b)      Without limitation, each Annual Plan will address such
activities as the following in respect of the Product(s) in the Territory:

                  (i)      market research and strategy (including market and
competitive analysis, sales trends, product positioning and other matters);

                  (ii)     advertising and promotion programs and strategies
(including development of materials, media plans, use of symposia, academic
speakers and other matters);

                  (iii)    sales plans and activity (including Sales Force
training, sampling strategy, projected Detail Effort overall and for each party,
and other related matters);

                  (iv)     strategy for targeting and contracting with managed
care organizations, and a list of managed care organizations considered
appropriate for contracting;

                  (v)      pricing and rebating policy;

                                       6


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

UCB Legal Department

                  (vi)     plans for Phase IV Trial Activities;

                  (vii)    plans for addressing significant regulatory issues
concerning indications and forms of the Product(s);

                  (viii)   development and/or Registration of new forms or
regulatory approvals of the Product(s);

                  (ix)     each party's Sales Force size and budget of
Co-Promotion Expenses; and

                  (x)      minimizing the impact of cross-border sales into the
Territory from outside the Territory.

         (c)      In developing the Annual Plan, if Net Sales of the Product(s)
in a Co-Promotion Year are budgeted to be (i) less than or equal to [***] then
UCB shall have the right to provide up to [***] of the total Details in the
Co-Promotion Year and Dynavax shall have the right to provide up to [***] of the
total Details in the Co-Promotion Year, or (ii) more than [***] then UCB shall
have the right to provide up to [***] of the total Details in the Co-Promotion
Year and Dynavax shall have the right to provide up to [***] of the total
Details in the Co-Promotion Year. If either UCB or Dynavax is unable to provide
its share of the total Details in any Co-Promotion Year the other may make up
all of part of the shortfall.

         (d)      Each party shall be free to set prices and other terms for its
products other than the Product(s).

         3.4      Introduction of Product(s) to Staff; Staff Training

         (a)      Introduction of Product(s). As soon as practicable, the
Operating Committee will arrange for UCB to provide to Dynavax's staff an
introductory briefing on the Product(s), its anticipated schedule through Launch
and other matters pertinent to Dynavax's need to prepare its organization,
including its Sales Force, to perform under this Agreement. Each party will make
available, on a mutually agreed timetable, appropriate members of its staff.

         (b)      Training of Dynavax Personnel. At least [***] before the
Launch of the Grass Product, Dynavax will provide UCB with a list of those
persons designated by Dynavax to train its Sales Force regarding the Product(s).
UCB will thereafter cause its training personnel to train such persons using
training and promotional material developed and approved by UCB.

         (c)      Other Meetings. If a party organizes Product(s)-related
meetings of its employees, such as Launch meetings or periodic briefings of its
Sales Force, it will make reasonable efforts to keep the Product(s)-related
portions of such meetings independent from other matters, and to give the other
party advance notice of such meetings. All materials related to the Product(s)
that are discussed at the meeting must be approved in advance by the Operating
Committee. If requested by the other party, the party organizing such meeting
will permit representatives of the other party to attend and participate in such
meetings, or such portions thereof, as relate to the promotion of the Product(s)
hereunder.

         (d)      Coordination of Local Efforts. In a manner determined by the
Operating Committee, the parties will coordinate on a local level the detailing,
speaker/after-hours programs and, as appropriate, Phase IV Trial Activities in
execution of the Annual Plan.

         3.5      Other Matters

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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         (a)      The parties will only use such promotional materials, and
conduct only such promotional activities for the Product(s), as are approved by
the Annual Plan or the Operating Committee. All promotional materials shall be
subject to UCB's legal and regulatory affairs approval, and all promotional
activities shall be consistent with the materials so approved.

         (b)      Unless and until promotional materials are approved by the
Operating Committee for publication or other general dissemination, each party
shall maintain them in confidence on the terms provided in Section 13 hereof.

         (c)      In connection with the preparation and implementation of any
Annual Plan (but subject to any contractual restrictions to the contrary from
which each party will use its best efforts to seek relief), Dynavax and UCB will
each make available to the Operating Committee marketing intelligence and market
research information then in its possession pertaining to the Product(s),
Product(s) usage and market trends. If reasonably requested by the Operating
Committee, the parties will provide personnel and other resources to implement
marketing research programs regarding the Product(s).

         (d)      The Product(s) shall bear only such Trademarks as UCB shall
determine in consultation with Dynavax. To the extent acceptable to the FDA,
advertising and promotional materials and samples and trade packages will bear
the names of both parties with equal prominence. In each case, UCB will use
reasonable efforts to cause FDA to accept the proposed presentation of the names
of the parties. Except as the Annual Plan may specify, neither party shall make
any use of the other party's name in advertisements or on promotional material
to for the Product(s) without such party's prior written consent, such consent
not to be unreasonably withheld.

         (e)      As directed by the Operating Committee, for all Phase IV Trial
Activities and development work, UCB will keep Dynavax informed of ongoing
programs and will allow Dynavax to collaborate with UCB on such activities as
reasonably necessary and appropriate. Any publication or scientific presentation
that results from Phase IV Trial Activities or development work will have both
parties attributed and represented.

4.       MATTERS UNDER EXCLUSIVE DIRECTION AND CONTROL

         4.1      General

         (a)      Subject to the terms of this Agreement and the License
Agreement, UCB shall have the exclusive authority and responsibility for (a) the
manufacture, distribution, invoicing, recalls and returns of Product(s); (b)
interactions with the FDA; and (c) the actions of UCB's Sales Force in
implementing the objectives of this Agreement.

         (b)      Dynavax shall have the exclusive authority for the activities
of Dynavax's Sales Force in implementing the objectives of this Agreement.

         4.2      FDA Matters

         (a)      UCB shall have exclusive authority and responsibility to
obtain, maintain and seek revisions of FDA marketing approval for the
Product(s), in a manner consistent with the decisions of the Operating Committee
where applicable, and shall keep Dynavax promptly informed of any such actions
(with copies of any documents exchanged).

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         (b)      Subject to the terms of the License Agreement, UCB shall have
the exclusive authority and responsibility for handling of reports to and
relations with the FDA. UCB and Dynavax shall review each other's existing
methods for ensuring prompt reporting to FDA and to each other of any event or
data regarding the Product(s) that may be subject to FDA or other regulatory
reporting requirements on adverse events. Each party shall designate a person
responsible for receiving such reports from the other party.

         (c)      Consistent with the terms of the License Agreement, each party
shall assist the other party in performing the obligations set forth in Sections
4.2(a) and 4.2(b) hereof. Such assistance shall include, without limitation, (i)
notifying the other party, upon receipt, of any serious adverse reaction (as
defined in the Act) or experience report relating to a Product; (ii) promptly
notifying the other party and forwarding to such party, any other adverse
reaction or experience reports relating to a Product as well as any other
notices, demands or claims relating to a Product; and (iii) making available to
the other party any of its personnel having knowledge of any such matter.

         (d)      UCB shall provide Dynavax's with copies of the periodic
adverse drug experience reports, submitted pursuant to 21 CFR Section
314.20(c)(2), within ten (10) days of submission of such reports to the FDA. UCB
shall promptly notify Dynavax of any adverse drug experience or series of
adverse drug experiences which may affect the labeling of a Product or a
Product's use or any other serious adverse reaction (as defined in the Act), and
in any event, within seventy-two (72) hours after UCB learns of or receives such
information.

         4.3      Distribution

         UCB shall be exclusively responsible for shipping, invoicing and
collections respecting the Product(s). Both parties shall endeavor to ensure
that all customer orders, returns and other inquiries relating to Product(s) are
directed to UCB. If Dynavax receives any purchase order for a Product, it shall
promptly forward such order to UCB. If Dynavax receives any returns, it will
promptly notify UCB which will make arrangements to handle the Product(s)
returned.

5.       DETAILING AND PERFORMANCE REPORTING

         5.1 Quarterly Reports by Each Party. Within [***] after the end of each
calendar quarter during the Term, UCB and Dynavax shall each prepare and submit
to the other party a written report describing such party's performance under
this Agreement during such quarter, containing the following: (i) an electronic
copy of the most recent report of the Details performed by the Sales Force of
the reporting party; this report will contain the name of each targeted
prescriber detailed, the IMS identification number for the prescriber, the date
of such Detail and the position of the Product(s)' presentation within that
Detail; (ii) the Detail Effort for such party; and (iii) other activities
performed by such party further to the Annual Plan as budgeted therein.

         5.2 Information Systems. To ensure the completeness and comparability
of information being reported by the parties, the parties will provide each
other with appropriate details respecting their information systems on which
such reports are based.

6.       COMPENSATION TO DYNAVAX

         6.1      Basis for Compensation to Dynavax

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         (a)      For each Co-Promotion Year UCB will pay Dynavax an amount
equal to the Dynavax Detail Share multiplied by the Co-Promotion Gross Margin.

         (b)      For each Co-Promotion Year, UCB will invoice Dynavax an amount
equal to the Dynavax Detail Share multiplied by the total Co-Promotion Expenses
incurred by both UCB and Dynavax, which amount is to be reduced by the amount of
any Co-Promotion Expenses paid directly by Dynavax during such Co-Promotion
Year; and if the amount expended by Dynavax exceeds its share of total
Co-Promotion Expenses, the amount of such excess shall be refunded to Dynavax.

         (c)      An example of the calculation of the fee to be paid to Dynavax
and the co-Promotion Expenses to be invoiced to Dynavax is forth in Attachment
6.1.

         6.2      Calculation and Payment of Compensation

         (a)      Within sixty (60) days following the end of the last month of
each Payment Computation Period (i.e. a calendar quarter) during each
Co-Promotion Year, UCB shall use the data supplied by each party respecting Net
Sales, Cost of Goods Sold and Co-Promotion Expenses for the Co-Promotion Year to
date, to calculate the amount which represents Dynavax's share of the
Co-Promotion Gross Margin to be paid to Dynavax by UCB, and Dynavax's share of
the total Co-Promotion Expenses of UCB and Dynavax, to be paid to UCB by
Dynavax, less the amounts on account of Co-Promotion Expenses paid directly by
Dynavax during such Payment Computation Period. UCB shall supply Dynavax a
statement setting forth such calculation, an example of which is set forth in
Attachment 6.2. UCB shall remit to Dynavax with such statement, the difference
between the amount owed to Dynavax on account of its share of the Co-Promotion
Gross Margin and the amount owed by Dynavax (or the sum of such Co-Promotion
Gross Margin and amount to be refunded to Dynavax, where its actual expenditures
exceed its share of the Co-Promotion Expenses).

         (b)      It is hereby acknowledged and agreed by the parties that for
the purposes of calculating Cost of Goods Sold or any of the expenses comprising
Co-Promotion Expenses hereunder, in no event shall any individual expense item
be accounted for more than once, notwithstanding that such individual expense
item may come within the scope of two or more heads of expenses defined
hereunder. Further, each individual expense item shall be accounted only to the
extent actually incurred and paid for by a party within the applicable Payment
Computation Period.

         (c)      All payments not paid when due hereunder shall earn interest
to the extent permitted under applicable law at the prime rate per annum quoted
in the Wall Street Journal on the first business day after such payment is due,
plus an additional [***], calculated on the number of days such payment is
delinquent. All payments to Dynavax shall be made by wire transfer to an account
of Dynavax designated by Dynavax from time to time; provided, however, that in
the event that Dynavax fails to designate such account, UCB may remit payment to
Dynavax to the address applicable for the receipt of notices hereunder;
provided, further, that any notice by Dynavax of such account or change in such
account, shall not be effective until [***] after receipt thereof by UCB. All
amounts payable hereunder shall be paid in United States Dollars.

         6.3      Verification

         (a)      Each party's reported Detail Effort shall be subject to
verification by the other party. Such verification right shall be exercisable
once with respect to any Co-Promotion Year, within one year after the end of
such Co-Promotion Year, upon reasonable notice and during normal business hours,
by review of copies of the reporting party's written materials relating to
Detail Effort reports and records, and by interviews with the personnel of the
reporting party who are responsible for such activity.

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         (b)      Each party may at its expense verify the amounts reported by
the other under Section 6.2 in respect of [***] by causing the reporting party
to grant independent public accountants, appointed by the requesting party and
reasonably acceptable to the reporting party, access to all reasonably necessary
books and records of the reporting party concerning such financial
representations. Such verification right shall be exercisable once with respect
to any Co-Promotion Year, within one year after the end of such Co-Promotion
Year, upon reasonable notice and during normal business hours.

         (c)      In the event that an error is determined through the
verification process set forth above, the parties will promptly make appropriate
adjustments. If the error is greater than 10% of the initially reported amount,
the costs of the verification shall be borne by the reporting party.

7.       QUALITY OF PRODUCT(S)

         7.1      UCB shall, or shall require its third party manufacturer to,
use reasonable care in the manufacture of the Product(s) sold or provided as
samples hereunder in accordance with the provisions of the Act and FDA's then
current Good Manufacturing Practices regulations promulgated thereunder relating
to the manufacture of human pharmaceutical products.

         7.2      UCB hereby guarantees that no Product(s) constituting a part
of any shipment made by UCB pursuant hereto shall, at the time of any such
shipment, be adulterated or misbranded within the meaning of the Act as such law
is constituted and in effect at the time of any such shipment.

8.       INSURANCE; INDEMNIFICATION

         8.1      Each party shall, during the Term of this Agreement, obtain at
its own cost and expense such product liability insurance coverage as it deems
appropriate and reasonably available.

         8.2      Except to the extent set forth in Section 8.3 below, UCB shall
defend, indemnify and hold Dynavax, its Affiliates, officers directors and
employees free and harmless from any and all personal injury or product
liability claims and lawsuits (including reasonable attorneys' fees) which may
be made or filed against Dynavax and any or all of the aforementioned persons,
arising from the use of the Product(s) as set forth in its labeling and
promotional material approved by UCB; provided Dynavax promptly notifies UCB of
any such claims or lawsuits, allows UCB to handle the defense, cooperates fully
in the defense as reasonably requested by UCB and does not settle or compromise
any claim without UCB's consent. Such costs will be included as Co-Promotion
Expenses.

         8.3      Dynavax or UCB (the "Indemnifying Party") shall defend,
indemnify and hold the other (the "Indemnified Party"), its Affiliates,
officers, directors and employees free and harmless from any and all personal
injury or product liability claims and lawsuits (including reasonable attorneys'
fees) which may be made or filed against the Indemnified Party's or any or all
the aforementioned persons, arising from an alleged failure on the Indemnifying
Party's part to comply with its obligations herein or in the Annual Plan or the
alleged negligent performance by the Indemnifying Party of said obligations;
provided the Indemnified Party promptly notifies the Indemnifying Party of any
such claims or lawsuits, allows the Indemnifying Party to handle the defense,
cooperates fully in the defense as reasonably requested by the Indemnifying
Party and does not settle or compromise any claim without the Indemnifying
Party's consent. Such costs shall not be considered part of the Co-Promotion
Expenses.

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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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9.       TERM AND TERMINATION

         9.1      Term. This Agreement shall commence as of the Effective Date
and shall continue until the earlier of (i) the date the parties mutually agree
to terminate, (ii) the date that the License Agreement is terminated with
respect to such Product(s), or (iii) the date that this Agreement is earlier
terminated as hereinafter provided (the "Term").

         9.2      Termination Without Cause. Upon one (1) year's written notice
given any time after the end of the fourth Co-Promotion Year, either party may
terminate this Agreement without cause.

         9.3      Bankruptcy. This Agreement will terminate without further
action on the bankruptcy of UCB or Dynavax.

         9.4      Termination by Dynavax. Dynavax may terminate this Agreement
on thirty (30) days written notice to UCB in the event that:

                  (a)      The number of Details made by UCB has for any two (2)
consecutive Co-Promotion Years fallen below [***] of the total number of Details
agreed to be made by UCB pursuant to the Annual Plan and this Agreement; or

                  (b)      UCB has materially breached this Agreement and (i)
has not within sixty (60) days after written notice from Dynavax remedied such
breach or proposed a plan to address the breach setting out a reasonable period
of time within which to remedy the breach or (ii) has not remedied the breach
within such reasonable period of time.

         The notice of termination shall set forth in reasonable detail the
basis for such termination. Such termination shall be effective unless UCB
delivers to Dynavax, within ten (10) business days of its receipt of the
termination notice, a further notice of UCB's objection to such termination
setting forth in reasonable detail the basis for such objection.

         9.5      Termination by UCB. UCB may terminate this Agreement on thirty
(30) days written notice to Dynavax in the event that:

                  (a)      The number of Details made by Dynavax has for any two
(2) consecutive Co-Promotion Years fallen below [***] of the total number of
Details agreed to be made by Dynavax pursuant to the Annual Plan and this
Agreement; or

                  (b)      Dynavax has materially breached this Agreement and
(i) has not within sixty (60) days after written notice from UCB, remedied such
breach or proposed a plan to address the breach setting out a reasonable period
of time within which to remedy the breach, or (ii) has not remedied the breach
within such reasonable period of time.

         The notice of termination shall set forth in reasonable detail the
basis for such termination. Such termination shall be effective unless Dynavax
delivers to UCB, within ten (10) business days of its receipt of the termination
notice, a further notice of Dynavax's objection to such termination setting
forth in reasonable detail the basis for such objection.

         9.6      Consequences of Termination

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         In the event that this Agreement is terminated, each party shall be
responsible for paying to the other party all amounts due and owing up through
and including the effective date of the termination and the License Agreement
shall remain in force and UCB shall continue to pay royalties thereunder
according to its terms.

10.      RECORDS

         Each party shall keep full and accurate records and other documentation
respecting its performance under this Agreement, and shall make them available
on reasonable notice and during normal business hours to representatives of the
other parties for [***] after the period to which the records relate.

11.      RELATIONSHIP

         11.1     During the Term of this Agreement, neither party, nor any of
its Affiliates, agents or employees thereof shall have, possess or hold
themselves out to third parties as possessing any power or authority to enter
into any contract or make any commitment on behalf of the other party except as
expressly set forth in this Agreement.

         11.2     Neither Party shall have any responsibility to or for any
employees of the other party; and each party shall indemnify and hold the others
harmless against any claims of any sort whatsoever which may be asserted by any
of its employees against the other party by reason of this Agreement.

         11.3     This Agreement is not intended, nor shall it be construed to
create a partnership, joint venture or joint employee relationship between the
parties.

12.      CONFIDENTIALITY

         During the Term of this Agreement and for[***] thereafter each party
shall hold in confidence, and use only in furtherance of its rights and
obligations under this Agreement, any Confidential Information that it acquires
from the other party pursuant to this Agreement, unless (i) the other party
first agrees in writing to such disclosure or use, (ii) such disclosure is
permitted pursuant to the License Agreement; or (iii) such disclosure is
required by order of a court or regulatory agency, in which event the disclosing
party will use reasonable efforts to obtain a protective order covering the
Confidential Information. The standard of care to be used by the parties
hereunder shall be that used by them for their own proprietary and confidential
information.

13.      NOTICE

         Any notice hereunder shall be in writing and be sent by courier or
prepaid certified mail, return receipt requested, addressed as follows, or as
the parties may otherwise specify in writing:

If to UCB:

         UCB Pharma, Inc.
         1950 Lake Park Drive
         Smyrna, GA 30080 USA
         Attn: President

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If to Dynavax:

         Dynavax Technology Corporation
         717 Potter Street, Suite 100
         Berkeley, CA 94710 USA
         Attn: President

14.      MISCELLANEOUS

         14.1     This Agreement and the legal rights of the respective parties
shall be governed by and construed in accordance with the laws of the State of
Delaware.

         14.2     This Agreement together with the Attachments hereto, the
Annual Plan for each Co-Promotion Year and the License Agreement, constitute the
entire Agreement and understanding of the parties relating to the matters
referred to herein and supersede all prior agreements, understandings,
representations, written and verbal, previously made among them with respect
thereto. This Agreement shall be amended only by a writing, duly executed on
behalf of the respective parties.

         14.3     No term or condition of this Agreement shall ever be
considered as waived unless reduced in writing and duly executed by an officer
of the waiving party. Any waiver by a party of a breach of any term or condition
of this Agreement will not be considered as a waiver of any subsequent breach of
the Agreement or any other term or condition hereof.

         14.4     Except as required by law, neither party shall publicly
disclose the terms of this Agreement or issue any publicity release with regard
thereto without the other party's consent, which consent shall not be
unreasonably withheld. If a party is legally required to disclose any terms of
this Agreement or any other matter related to this Agreement, such party shall
give the other party reasonable notice thereof and reasonably cooperate with
such other party in efforts to minimize such disclosure or obtain confidential
treatment thereof.

         14.5     Each party represents, warrants and covenants to the other as
follows:

         (a)      It is a corporation validly existing and in good standing
under the laws of the jurisdiction of its incorporation;

         (b)      It has the corporate power and authority to enter into and
perform under this Agreement;

         (c)      Its execution and delivery of this Agreement, and its
performance hereunder, have been duly and validly authorized by all necessary
corporate actions and approvals, and its signatory has been authorized to
execute and deliver this Agreement on its behalf;

         (d)      To the best of its knowledge, its execution, delivery and
performance of this Agreement will not violate any law, regulation or contract
to which it is subject or by which it is bound.

         Except as set forth in this Agreement, neither party makes any
representation or warranty of any kind with respect to the Product(s) or any
other subject matter of this Agreement and expressly disclaims all implied
representations and warranties, including any warranties of merchantability or
fitness for a particular purpose or noninfringement and any other implied
warranties with respect to the capabilities, safety, utility, or commercial
application of the Product(s).

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         NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER
LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY,
PUNITIVE, MULTIPLE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF
USE, DAMAGE TO GOODWILL, OR LOSS OF BUSINESS) OF THE OTHER PARTY.

         14.6     Neither this Agreement, nor any interest therein, may be
assigned by a party without the express written consent of the others, except
that a party may assign this Agreement to a Wholly Owned Affiliate. In the event
of a sale by a party of substantially all of the assets and business of the
business unit to which this Agreement relates, the other party shall not
unreasonably withhold its consent to the assignment of this Agreement to the
successor in interest to such assets and business.

         14.7     All rights and restrictions contained herein may be exercised
and shall be applicable and binding only to the extent that they do not violate
any applicable laws and are intended to be limited to the extent necessary so
that they will not render this Agreement illegal, invalid or unenforceable. If
any provision or portion of any provision of this Agreement, not essential to
the commercial purpose of this Agreement, shall be held to be illegal, invalid
or unenforceable by a court of competent jurisdiction, it is the intention of
the parties that the remaining provisions or portions thereof shall constitute
their agreement with respect to the subject matter hereof, and all such
remaining provisions, or portions thereof, shall remain in full force and
effect. To the extent legally permissible, any illegal, invalid or unenforceable
provision of this Agreement shall be replaced by a valid provision which shall
implement the commercial purpose of the illegal, invalid, or unenforceable
provision. In the event that any provision essential to the commercial purpose
of this Agreement is held to be illegal, invalid or unenforceable and cannot be
replaced by a valid provision which will implement the commercial purpose of
this Agreement, this Agreement and the rights granted herein shall terminate.

         14.8     Any delays in, or failure of performance of, any party to this
Agreement, shall not constitute a default hereunder, or give rise to any claim
for damages, if and to the extent caused by occurrences beyond the control of
the party affected, including acts of God, strikes or other concerted acts of
workmen, civil disturbances, fires, floods, explosions, riots, war, rebellion,
sabotage, acts of governmental authority or failure of governmental authority to
issue licenses or approvals which may be required ("Force Majeure"); provided
that any such delay shall not extend for more than [***]. The party asserting
the Force Majeure shall promptly notify the other party of the event
constituting Force Majeure and of all relevant details of the occurrence and
where appropriate an estimate of how long such Force Majeure event shall
continue. If such Force Majeure event continues thereafter and in any event, the
parties shall consult with each other in order to find a fair solution and shall
use all reasonable endeavors to minimize the consequences of such Force Majeure.

         14.9     This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         14.10    Each Party agrees to execute, acknowledge and deliver such
further instruments and to do all such other acts as may be necessary or
appropriate in order to carry out the purposes and intent of the Agreement.

         14.11    Unless the context of this Agreement otherwise clearly
requires, (i) references to the plural include the singular, and references to
the singular include the plural, (ii) references to any gender include the other
genders, (iii) the words "include," "includes" and "including" do not limit the
preceding terms or words and shall be deemed to be followed by the words
"without limitation", (iv) the terms

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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"hereof", "herein", "hereunder", "hereto" and similar terms in this Agreement
refer to this Agreement as a whole and not to any particular provision of this
Agreement, (v) the terms "day" and "days" mean and refer to calendar day(s) and
(vi) the terms "year" and "years" mean and refer to calendar year(s). Unless
otherwise set forth herein, any reference in this Agreement to (vii) any
document, instrument or agreement (including this Agreement) (A) includes and
incorporates all exhibits, schedules and other attachments thereto, (B) includes
all documents, instruments or agreements issued or executed in replacement
thereof and (C) means such document, instrument or agreement, or replacement or
predecessor thereto, as amended, modified or supplemented from time to time in
accordance with its terms and in effect at any given time, and (viii) a
particular law means such law as in effect on the date of this Agreement. All
Article, Section, Subsection and Attachment references herein are to Articles,
Sections, Subsections and Attachments of this Agreement, unless otherwise
specified. If any provision of this Agreement is in conflict with or
inconsistent with a provision of the License Agreement, the provision of the
License Agreement shall take precedence and control.

                         [Signatures on following page]

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UCB Legal Department

IN WITNESS WHEREOF, the parties have caused their duly authorized representative
to execute this Agreement on the date first written above.

UCB Pharma, Inc.

By: __________________________________

Printed Name: ________________________

Title: _______________________________

By: __________________________________

Printed Name: ________________________

Title: _______________________________

Dynavax Technologies Corporation

By: __________________________________

Printed Name: ________________________

Title: _______________________________

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                               List of Attachments

<TABLE>
<CAPTION>
    Title                                  Description
    -----                                  -----------
<S>                    <C>
Attachment 3.1         Annual Plan for the first two Co-Promotion Years

Attachment 6.1         Example of Statement Calculating Co-Promotion amount to
                       be paid to Dynavax and Co-Promotion Expenses to be paid
                       by Dynavax
</TABLE>

                                       18
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                                    EXHIBIT C

                          PEANUT CO-PROMOTION AGREEMENT

See attached.

                                      - 1 -
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UCB Legal Department

                                     PEANUT
                             CO-PROMOTION AGREEMENT

         AGREEMENT made this ___ day of _________, _______ ("Effective Date") by
and between UCB Pharma, Inc. a Delaware Corporation ("UCB") and Dynavax
Technologies Corporation, a Delaware corporation ("Dynavax').

                                   WITNESSETH:

         WHEREAS, UCB and Dynavax have entered into a license and development
agreement dated January ___, 2004 relating to, among other things, a
pharmaceutical product [TO BE DEFINED BASED UPON APPROVED INDICATION] (the
"Peanut Product" or "Product"); and

         WHEREAS, UCB and Dynavax have committed significant resources to
bringing the Product through the process of clinical development and regulatory
approval; and

         WHEREAS, when the necessary regulatory approvals are obtained, UCB
intends to launch the Product in the Untied States and will support such launch
with significant resources; and

         WHEREAS Dynavax has resources available to assist in the launch and
subsequent promotion of the Product; and

         WHEREAS, UCB and Dynavax wish to co-promote the Product in the United
States and its territories and possessions, including Puerto Rico (the
"Territory");

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein below UCB and Dynavax hereby agree as follows:

1.       DEFINITIONS

         When used in this Agreement, the following terms shall have the
meanings set forth below:

         1.1      "Act" shall mean the Federal Food, Drug and Cosmetic Act, as
amended.

         1.2      "Annual Plan" shall mean an annual plan, setting forth the
objectives for the Product in the Territory during the forthcoming calendar year
and identifying for each party, in a manner consistent with the provisions of
this Agreement, such party's development, marketing and promotional duties,
responsibilities and actions (together with budget and scheduling targets and
criteria), which plan shall be developed and adopted in accordance with Section
3 hereof, except for the outline of the initial or first Annual Plan covering
the first two calendar years after the Effective Date, which plan shall be
mutually agreed upon and attached hereto as Attachment 3.1.

         1.3      "Confidential Information" shall mean, for a party hereto (the
"disclosing party"), any information of or about the disclosing party or the
Product (including any technical information, any financial, operational,
research, personnel, marketing, strategic or other information) that is
disclosed to another party hereto or its agents or representatives (the
"receiving party") in the course of the parties' negotiation of or performance
under this Agreement, but shall not include any of the following: (a)
information that the receiving party already possessed other than pursuant to
the License Agreement; (b) information that is, or becomes public through no
fault of the receiving party; and (c) information that the receiving party
obtains from a third party not under a confidentiality obligation to the
disclosing party.

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         1.4      "Co-Promotion Gross Margin" shall mean Net Sales less Cost of
Goods Sold.

         1.5      "Co-Promotion Expenses" shall mean the sum of (a) Marketing
Expenses, (b) Distribution Expenses, (c) Phase IV Trial Expenses, and (d) Life
Cycle Management Expenses.

         1.6      "Co-Promotion Year" shall mean initially the period beginning
with the first day of the month in which Launch of the Grass Product occurs and
ending at the end of that same calendar year; and thereafter, each subsequent
calendar year during the Term.

         1.7      "Cost of Goods Sold" shall mean [***].

         1.8      "Detail" shall mean, unless otherwise defined in an Annual
Plan, a completed sales presentation relating to the Product by a Sales Force
representative to a licensed prescriber in the Territory from a list agreed upon
by the Operating Committee and which presentation would be generally regarded as
a single product "detail" in the United States pharmaceutical industry. The
number of Details attributable to each party shall be determined by the Details
properly made and duly recorded by each party in the Territory. For that purpose
each party will record its details using a format mutually agreed prior to
Launch highlighting the categories of the Details. On a monthly basis the Detail
records from each party will be submitted to the other party. A sample drop or a
reminder, in and of itself, shall not be considered a Detail. In addition, the
parties may agree to calculate the number of Details by reference to a mutually
agreed independent audit agency. Each party shall have the right to request a
revision of the Detail numbers if such numbers are contradicted by the data
provided by the independent external audit agency.

         1.9      "Detail Effort" shall mean, for each party in any period for
which a payment is being computed (a "Payment Computation Period"), the
detailing effort achieved by that party in the Payment Computation Period, and
shall consist of the total number of Details for such party during such Payment
Computation Period, which figure shall in no event exceed 110% of the Detail
Effort projected for the party in the Annual Plan (the "Projected Detail
Effort"), and where the number of Details does exceed the Projected Detail
Effort, the Detail Effort shall be deemed to be the Projected Detail Effort.

         1.10     "Distribution Expenses" shall mean [***], in each case
allocated in accordance with the allocation method mutually agreed by the
parties.

         1.11     "Dynavax Detail Share" shall mean the Detail Effort provided
by Dynavax during a Co-Promotion Year, divided by the total Detail Effort
provided by both parties during the Co-Promotion

                                       2


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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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Year; provided, however, that in the event that UCB has exceeded its Projected
Detail Effort, the Dynavax Detail Share shall be deemed to be [***].

         1.12     "Launch" shall mean the date of the first Detail of the
Product in the Territory by Dynavax.

         1.13     "License Agreement" shall mean the License and Development
Agreement between UCB FARCHIM, S.A. and Dynavax, dated February 5, 2004, as
amended from time to time.

         1.14     "Life Cycle Management Expenses" shall mean expenses and costs
for developing and obtaining approval of new forms or formulations of the
Product for sale in the Territory, as such expenses are detailed in the Annual
Plan. "Life Cycle Management Expenses" shall include [***], in each case
allocated in accordance with the allocation method mutually agreed by the
parties.

         1.15     "Marketing Expenses" shall mean a party's costs and expenses
for Product samples, market research, advertising, promotional and sales
training, [***] and other marketing expenses directly related to the marketing
of Product in the Territory, as such expenses are detailed in the Annual Plan.
Sales training expenses shall include [***]. "Marketing Expenses" shall include
[***], in each case allocated in accordance with the method mutually agreed by
the parties. [***] Expenses shall not include the cost of the Sales Force of
each party and such costs shall be the sole responsibility of the party
employing such Sales Force.

         1.16     "Net Sales" shall mean the gross sales price of such Products
in the Territory billed by UCB, its Affiliates or sublicensees to independent
customers, less (i) normal and customary trade, quantity and cash discounts
actually given, all rebates actually paid (including those paid to third party
payors), sales, use, or other similar taxes, and all transportation, insurance
and handling charges, each to the extent actually invoiced; and (ii) all credits
and allowances actually granted to such independent customers on account of
returns or retroactive price reductions in lieu of returns, whether during or
prior to the specific period for which Net Sales are being calculated.

         1.17     "Operating Committee" shall mean the committee established by
the parties pursuant to Section 3 hereof in order to develop, implement and
manage the parties' co-promotion of the Product.

         1.18     "Phase IV Trial Activities" shall mean those clinical studies
conducted with respect to the Product after Registration of the Product,
including, without limitation, pharmaco-economic studies and
investigator-sponsored clinical studies.

         1.19     "Phase IV Trial Expenses" shall mean a party's expenses and
costs for any Phase IV Trial Activities in the Territory directly supporting the
Product, as such expenses are detailed in the Annual Plan. Phase IV Trial
Expenses shall include [***], in each case allocated in accordance with the
allocation method mutually agreed by the parties.

         1.20     "Sales Force" shall mean (i) the field force of professional
pharmaceutical sales representatives employed by UCB, together with such other
sales representatives as UCB determines should be utilized, or (ii) the field
force of professional pharmaceutical sales representatives employed by Dynavax
or Wholly Owned Affiliates of Dynavax, or both (i) and (ii) combined, as the
context requires.

                                       3

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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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         1.21     "Steering Committee" shall mean the committee established by
the parties pursuant to Section 3 hereof in order to approve the Annual Plan and
to resolve disputes arising from the Operating Committee.

         1.22     "Term" shall have the meaning specified in Section 9.1

         1.23     "Trademarks" shall mean such trademarks for the Product as the
Operating Committee shall select.

         1.24     "UCB Detail Share" shall mean the Detail Effort provided by
UCB during a Co-Promotion Year, divided by the total Detail Effort provided by
both parties during the Co-Promotion Year; provided, however, that in the event
that Dynavax has exceeded its Projected Detail Effort, the UCB Detail Share
shall be deemed to be [***].

         1.25     "Wholly Owned Affiliate" shall mean with respect to each
party, any entity (i) all of whose issued and voting capital is owned or
controlled, directly or indirectly, by said party, or (ii) which owns or
controls, directly or indirectly, all of the issued and voting capital of said
party, or (iii) any company owned or controlled, directly or indirectly, to the
extent of one hundred percent (100%) of the issued and voting capital by any of
the foregoing, but only as to (i), (ii) and (iii) for so long as said ownership
or control shall continue.

2.       PERFORMANCE OF PROMOTION

         2.1      During the Term of this Agreement, UCB and Dynavax agree to
co-promote the Product on an exclusive basis in the Territory, subject to the
terms and conditions set forth herein.

         2.2      From and after the Launch, the parties shall jointly promote
the Product in the Territory pursuant to the Annual Plan to achieve in respect
of each Product a successful launch and maximum operating profit over the Term.
Each party shall diligently work to fulfill all responsibilities assigned to it
through the Annual Plan or through the Operating Committee. Except as otherwise
agreed by UCB, in performing Details under this Agreement, Dynavax shall utilize
only its own employees.

         2.3      In performing under this Agreement, the parties shall comply
with all federal and state laws and regulations and shall not be required to
perform any service in respect to the Product if in so doing it might be
violating any such law or regulation.

3.       OPERATING COMMITTEE; STEERING COMMITTEE; ANNUAL PLAN

         3.1      Development of Annual Plans

         (a)      The Operating Committee shall consist of three members from
each of UCB and Dynavax with appropriate marketing and sales expertise. Each
party shall confirm in writing to the other the identity of its designees and
any changes thereof. For each Co-Promotion Year, the Operating Committee shall
be responsible for establishing, the strategic objectives and general direction
for the parties' promotion of the Product as well as any development activities
to be performed (such as Phase IV Trial Activities), and for developing and
implementing an Annual Plan that fulfills such objectives and directions and for
deciding any actions to be taken in this respect which affect the Product beyond
a purely local level (such as instigation of or defense against law suits).
Unless the parties agree otherwise, each such Annual Plan shall operate on a
[***], and shall be presented to the Steering

                                       4


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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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Committee for approval no later than [***] of the year before the first day in
[***] on which it is to take effect. The Operating Committee shall meet as
necessary to accomplish its objectives but in no event less frequently than
three times per Co-Promotion Year. During the first and second Co-Promotion
Years, the chairperson of the Operating Committee will be designated by UCB.
Thereafter, the chairperson shall alternate annually between Dynavax and UCB.
All decisions of the Operating Committee shall be by unanimous consent of the
members provided that (i) consent (of a member absent at a meeting) can be given
in writing; and (ii) the Operating Committee may delegate certain matters to
subcommittees consisting of one or more members from each party. If the
Operating Committee is unable to reach a decision on any issue within [***], the
issue shall be referred to the Steering Committee.

         (b)      The Steering Committee shall consist of at least two members
but no more than four members from each of UCB and Dynavax. The members of the
Steering Committee shall be senior managers and have the appropriate sales and
marketing expertise. The Steering Committee shall be responsible for approving
and/or modifying each Annual Plan and for resolving any issues referred by the
Operating Committee. The Steering Committee shall meet as necessary to
accomplish its objectives but in no event less frequently than one time per
Co-Promotion Year. During the first and second Co-Promotion Years, the
chairperson of the Steering Committee shall be designated by UCB. Thereafter,
the chairperson shall alternate annually between UCB and Dynavax. All decisions
of the Steering Committee shall be by unanimous consent of the members. Consent
(of a member absent from a meeting) can be given in writing. If the Steering
Committee is unable to reach a decision on any issue within thirty days, the
issues shall be referred to the President of UCB and the President of Dynavax.

         (c)      Meetings of the Operating Committee and the Steering Committee
shall be open to additional non-voting representatives of the parties as
reasonably appropriate to accomplish the objectives of the committee. Each party
shall give notice to the others of the additional representatives who will
attend a meeting.

         (d)      If the President of UCB and the President of Dynavax are
unable to agree on the resolution of an issue within [***], the issue shall be
resolved as follows:

                  (i)      If the issue relates to the total number of Details
to be provided by both parties pursuant to the upcoming Annual Plan, the total
will be set at [***].

                  (ii)     If the issue relates to any other aspect of a new
Annual Plan, the issue shall be resolved by adopting that aspect of the then
current Annual Plan, subject to Section 3.3(c), and where the current Annual
Plan fails to resolve the issue, the issue shall be resolved in accordance with
the dispute resolution provisions of the License Agreement (Article 19).

         (e)      An outline of the initial Annual Plan covering the first two
Co-Promotion Years is set forth in Attachment 3.1. The Operating Committee will
finalize the initial Annual Plan within [***] after the Effective Date.

         3.2      Implementation; Revisions and Improvements

         Neither party shall make any changes in an Annual Plan without the
prior approval of the Operating Committee. In implementing each Annual Plan,
each party will develop and maintain appropriate liaison with the Operating
Committee, through which to resolve administrative questions

                                       5

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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regarding such implementation and to communicate to the Operating Committee
timely suggestions for improving the Annual Plan and changes that such party
believes may be necessary or appropriate to the Annual Plan. The Operating
Committee shall act on such suggestions and information as it deems appropriate,
and the parties shall perform in accordance with directions issued by the
Operating Committee. In the event that a proposed change to the Annual Plan
requires an increase or a significant reduction in the Annual Plan budget (an
increase or reduction greater than [***] over the then current Annual budget)
the change must be approved by the Steering Committee.

         3.3      Activities Covered by Annual Plan

         (a)      Each Annual Plan shall define the goals and objectives for
promoting the Product in the Territory in the pertinent Co-Promotion Year,
consistent with the terms of this Agreement and the License Agreement, and shall
identify in reasonable detail the total budget for Co-Promotion Expenses for the
Product during the Co-Promotion Year, and the total Detail Effort required to
support the Product during the Co-Promotion Year. The parties may change the
level of particular expenditure items, and the rate of timing of their
expenditures, only by agreement of the Operating Committee. The Annual Plan
shall not address Sales Force incentives or compensation, and each party shall
have sole authority and responsibility for designing and executing any such
program for its Sales Force. Sales Force incentives and compensation shall not
be deemed Co-Promotion Expenses and shall be the sole responsibility of the
party employing or utilizing such Sales Force.

         (b)      Without limitation, each Annual Plan will address such
activities as the following in respect of the Product in the Territory:

                  (i)      market research and strategy (including market and
competitive analysis, sales trends, product positioning and other matters);

                  (ii)     advertising and promotion programs and strategies
(including development of materials, media plans, use of symposia, academic
speakers and other matters);

                  (iii)    sales plans and activity (including Sales Force
training, sampling strategy, projected Detail Effort overall and for each party,
and other related matters);

                  (iv)     strategy for targeting and contracting with managed
care organizations, and a list of managed care organizations considered
appropriate for contracting;

                  (v)      pricing and rebating policy;

                  (vi)     plans for Phase IV Trial Activities;

                  (vii)    plans for addressing significant regulatory issues
concerning indications and forms of the Product;

                  (viii)   development and/or Registration of new forms or
regulatory approvals of the Product;

                  (ix)     each party's Sales Force size and budget of
Co-Promotion Expenses; and

                  (x)      minimizing the impact of cross-border sales into the
Territory from outside the Territory.

                                       6

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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         (c)      In developing the Annual Plan, UCB shall have the right to
provide up to [***] of the total Details in the Co-Promotion Year and Dynavax
shall have the right to provide up to [***] of the total Details in the
Co-Promotion Year. If either UCB or Dynavax is unable to provide its share of
the total Details in any Co-Promotion Year the other may make up all of part of
the shortfall.

         (d)      Each party shall be free to set prices and other terms for its
products other than the Product.

         3.4      Introduction of Product to Staff; Staff Training

         (a)      Introduction of Product. As soon as practicable, the Operating
Committee will arrange for UCB to provide to Dynavax's staff an introductory
briefing on the Product, its anticipated schedule through Launch and other
matters pertinent to Dynavax's need to prepare its organization, including its
Sales Force, to perform under this Agreement. Each party will make available, on
a mutually agreed timetable, appropriate members of its staff.

         (b)      Training of Dynavax Personnel. At least [***] before the
Launch of the Grass Product, Dynavax will provide UCB with a list of those
persons designated by Dynavax to train its Sales Force regarding the Product.
UCB will thereafter cause its training personnel to train such persons using
training and promotional material developed and approved by UCB.

         (c)      Other Meetings. If a party organizes Product-related meetings
of its employees, such as Launch meetings or periodic briefings of its Sales
Force, it will make reasonable efforts to keep the Product-related portions of
such meetings independent from other matters, and to give the other party
advance notice of such meetings. All materials related to the Product that are
discussed at the meeting must be approved in advance by the Operating Committee.
If requested by the other party, the party organizing such meeting will permit
representatives of the other party to attend and participate in such meetings,
or such portions thereof, as relate to the promotion of the Product hereunder.

         (d)      Coordination of Local Efforts. In a manner determined by the
Operating Committee, the parties will coordinate on a local level the detailing,
speaker/after-hours programs and, as appropriate, Phase IV Trial Activities in
execution of the Annual Plan.

         3.5      Other Matters

         (a)      The parties will only use such promotional materials, and
conduct only such promotional activities for the Product, as are approved by the
Annual Plan or the Operating Committee. All promotional materials shall be
subject to UCB's legal and regulatory affairs approval, and all promotional
activities shall be consistent with the materials so approved.

         (b)      Unless and until promotional materials are approved by the
Operating Committee for publication or other general dissemination, each party
shall maintain them in confidence on the terms provided in Section 13 hereof.

         (c)      In connection with the preparation and implementation of any
Annual Plan (but subject to any contractual restrictions to the contrary from
which each party will use its best efforts to seek relief), Dynavax and UCB will
each make available to the Operating Committee marketing intelligence and market
research information then in its possession pertaining to the Product, Product
usage and market trends. If reasonably requested by the Operating Committee, the
parties will provide personnel and other resources to implement marketing
research programs regarding the Product.

                                       7

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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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         (d)      The Product shall bear only such Trademarks as UCB shall
determine in consultation with Dynavax. To the extent acceptable to the FDA,
advertising and promotional materials and samples and trade packages will bear
the names of both parties with equal prominence. In each case, UCB will use
reasonable efforts to cause FDA to accept the proposed presentation of the names
of the parties. Except as the Annual Plan may specify, neither party shall make
any use of the other party's name in advertisements or on promotional material
to for the Product without such party's prior written consent, such consent not
to be unreasonably withheld.

         (e)      As directed by the Operating Committee, for all Phase IV Trial
Activities and development work, UCB will keep Dynavax informed of ongoing
programs and will allow Dynavax to collaborate with UCB on such activities as
reasonably necessary and appropriate. Any publication or scientific presentation
that results from Phase IV Trial Activities or development work will have both
parties attributed and represented.

4.       MATTERS UNDER EXCLUSIVE DIRECTION AND CONTROL

         4.1      General

         (a)      Subject to the terms of this Agreement and the License
Agreement, UCB shall have the exclusive authority and responsibility for (a) the
manufacture, distribution, invoicing, recalls and returns of Product; (b)
interactions with the FDA; and (c) the actions of UCB's Sales Force in
implementing the objectives of this Agreement.

         (b)      Dynavax shall have the exclusive authority for the activities
of Dynavax's Sales Force in implementing the objectives of this Agreement.

         4.2      FDA Matters

         (a)      UCB shall have exclusive authority and responsibility to
obtain, maintain and seek revisions of FDA marketing approval for the Product,
in a manner consistent with the decisions of the Operating Committee where
applicable, and shall keep Dynavax promptly informed of any such actions (with
copies of any documents exchanged).

         (b)      Subject to the terms of the License Agreement, UCB shall have
the exclusive authority and responsibility for handling of reports to and
relations with the FDA. UCB and Dynavax shall review each other's existing
methods for ensuring prompt reporting to FDA and to each other of any event or
data regarding the Product that may be subject to FDA or other regulatory
reporting requirements on adverse events. Each party shall designate a person
responsible for receiving such reports from the other party.

         (c)      Consistent with the terms of the License Agreement, each party
shall assist the other party in performing the obligations set forth in Sections
4.2(a) and 4.2(b) hereof. Such assistance shall include, without limitation, (i)
notifying the other party, upon receipt, of any serious adverse reaction (as
defined in the Act) or experience report relating to a Product; (ii) promptly
notifying the other party and forwarding to such party, any other adverse
reaction or experience reports relating to a Product as well as any other
notices, demands or claims relating to a Product; and (iii) making available to
the other party any of its personnel having knowledge of any such matter.

         (d)      UCB shall provide Dynavax's with copies of the periodic
adverse drug experience reports, submitted pursuant to 21 CFR Section
314.20(c)(2), within ten (10) days of submission of such reports to the FDA. UCB
shall promptly notify Dynavax of any adverse drug experience or series of

                                       8
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adverse drug experiences which may affect the labeling of a Product or a
Product's use or any other serious adverse reaction (as defined in the Act), and
in any event, within seventy-two (72) hours after UCB learns of or receives such
information.

         4.3      Distribution

         UCB shall be exclusively responsible for shipping, invoicing and
collections respecting the Product. Both parties shall endeavor to ensure that
all customer orders, returns and other inquiries relating to Product are
directed to UCB. If Dynavax receives any purchase order for a Product, it shall
promptly forward such order to UCB. If Dynavax receives any returns, it will
promptly notify UCB which will make arrangements to handle the Product returned.

5.       DETAILING AND PERFORMANCE REPORTING

         5.1      Quarterly Reports by Each Party. Within [***] after the end of
each calendar quarter during the Term, UCB and Dynavax shall each prepare and
submit to the other party a written report describing such party's performance
under this Agreement during such quarter, containing the following: (i) an
electronic copy of the most recent report of the Details performed by the Sales
Force of the reporting party; this report will contain the name of each targeted
prescriber detailed, the IMS identification number for the prescriber, the date
of such Detail and the position of the Product' presentation within that Detail;
(ii) the Detail Effort for such party; and (iii) other activities performed by
such party further to the Annual Plan as budgeted therein.

         5.2      Information Systems. To ensure the completeness and
comparability of information being reported by the parties, the parties will
provide each other with appropriate details respecting their information systems
on which such reports are based.

6.       COMPENSATION TO DYNAVAX

         6.1      Basis for Compensation to Dynavax

         (a)      For each Co-Promotion Year UCB will pay Dynavax an amount
equal to the Dynavax Detail Share multiplied by the Co-Promotion Gross Margin.

         (b)      For each Co-Promotion Year, UCB will invoice Dynavax an amount
equal to the Dynavax Detail Share multiplied by the total Co-Promotion Expenses
incurred by both UCB and Dynavax, which amount is to be reduced by the amount of
any Co-Promotion Expenses paid directly by Dynavax during such Co-Promotion
Year; and if the amount expended by Dynavax exceeds its share of total
Co-Promotion Expenses, the amount of such excess shall be refunded to Dynavax.

         (c)      An example of the calculation of the fee to be paid to Dynavax
and the co-Promotion Expenses to be invoiced to Dynavax is forth in Attachment
6.1.

         6.2      Calculation and Payment of Compensation

         (a)      Within sixty (60) days following the end of the last month of
each Payment Computation Period (i.e. a calendar quarter) during each
Co-Promotion Year, UCB shall use the data supplied by each party respecting Net
Sales, Cost of Goods Sold and Co-Promotion Expenses for the Co-Promotion Year to
date, to calculate the amount which represents Dynavax's share of the
Co-Promotion Gross Margin to be paid to Dynavax by UCB, and Dynavax's share of
the total Co-Promotion Expenses of UCB and

                                       9


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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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Dynavax, to be paid to UCB by Dynavax, less the amounts on account of
Co-Promotion Expenses paid directly by Dynavax during such Payment Computation
Period. UCB shall supply Dynavax a statement setting forth such calculation, an
example of which is set forth in Attachment 6.2. UCB shall remit to Dynavax with
such statement, the difference between the amount owed to Dynavax on account of
its share of the Co-Promotion Gross Margin and the amount owed by Dynavax (or
the sum of such Co-Promotion Gross Margin and amount to be refunded to Dynavax,
where its actual expenditures exceed its share of the Co-Promotion Expenses).

         (b)      It is hereby acknowledged and agreed by the parties that for
the purposes of calculating Cost of Goods Sold or any of the expenses comprising
Co-Promotion Expenses hereunder, in no event shall any individual expense item
be accounted for more than once, notwithstanding that such individual expense
item may come within the scope of two or more heads of expenses defined
hereunder. Further, each individual expense item shall be accounted only to the
extent actually incurred and paid for by a party within the applicable Payment
Computation Period.

         (c)      All payments not paid when due hereunder shall earn interest
to the extent permitted under applicable law at the prime rate per annum quoted
in the Wall Street Journal on the first business day after such payment is due,
plus an additional [***], calculated on the number of days such payment is
delinquent. All payments to Dynavax shall be made by wire transfer to an account
of Dynavax designated by Dynavax from time to time; provided, however, that in
the event that Dynavax fails to designate such account, UCB may remit payment to
Dynavax to the address applicable for the receipt of notices hereunder;
provided, further, that any notice by Dynavax of such account or change in such
account, shall not be effective until [***] after receipt thereof by UCB. All
amounts payable hereunder shall be paid in United States Dollars.

         6.3      Verification

         (a)      Each party's reported Detail Effort shall be subject to
verification by the other party. Such verification right shall be exercisable
once with respect to any Co-Promotion Year, within one year after the end of
such Co-Promotion Year, upon reasonable notice and during normal business hours,
by review of copies of the reporting party's written materials relating to
Detail Effort reports and records, and by interviews with the personnel of the
reporting party who are responsible for such activity.

         (b)      Each party may at its expense verify the amounts reported by
the other under Section 6.2 in respect of [***] by causing the reporting party
to grant independent public accountants, appointed by the requesting party and
reasonably acceptable to the reporting party, access to all reasonably necessary
books and records of the reporting party concerning such financial
representations. Such verification right shall be exercisable once with respect
to any Co-Promotion Year, within one year after the end of such Co-Promotion
Year, upon reasonable notice and during normal business hours.

         (c)      In the event that an error is determined through the
verification process set forth above, the parties will promptly make appropriate
adjustments. If the error is greater than 10% of the initially reported amount,
the costs of the verification shall be borne by the reporting party.

7.       QUALITY OF PRODUCT

         7.1      UCB shall, or shall require its third party manufacturer to,
use reasonable care in the manufacture of the Product sold or provided as
samples hereunder in accordance with the provisions of

                                       10


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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UCB Legal Department

the Act and FDA's then current Good Manufacturing Practices regulations
promulgated thereunder relating to the manufacture of human pharmaceutical
products.

         7.2      UCB hereby guarantees that no Product constituting a part of
any shipment made by UCB pursuant hereto shall, at the time of any such
shipment, be adulterated or misbranded within the meaning of the Act as such law
is constituted and in effect at the time of any such shipment.

8.       INSURANCE; INDEMNIFICATION

         8.1      Each party shall, during the Term of this Agreement, obtain at
its own cost and expense such product liability insurance coverage as it deems
appropriate and reasonably available.

         8.2      Except to the extent set forth in Section 8.3 below, UCB shall
defend, indemnify and hold Dynavax, its Affiliates, officers directors and
employees free and harmless from any and all personal injury or product
liability claims and lawsuits (including reasonable attorneys' fees) which may
be made or filed against Dynavax and any or all of the aforementioned persons,
arising from the use of the Product as set forth in its labeling and promotional
material approved by UCB; provided Dynavax promptly notifies UCB of any such
claims or lawsuits, allows UCB to handle the defense, cooperates fully in the
defense as reasonably requested by UCB and does not settle or compromise any
claim without UCB's consent. Such costs will be included as Co-Promotion
Expenses.

         8.3      Dynavax or UCB (the "Indemnifying Party") shall defend,
indemnify and hold the other (the "Indemnified Party"), its Affiliates,
officers, directors and employees free and harmless from any and all personal
injury or product liability claims and lawsuits (including reasonable attorneys'
fees) which may be made or filed against the Indemnified Party's or any or all
the aforementioned persons, arising from an alleged failure on the Indemnifying
Party's part to comply with its obligations herein or in the Annual Plan or the
alleged negligent performance by the Indemnifying Party of said obligations;
provided the Indemnified Party promptly notifies the Indemnifying Party of any
such claims or lawsuits, allows the Indemnifying Party to handle the defense,
cooperates fully in the defense as reasonably requested by the Indemnifying
Party and does not settle or compromise any claim without the Indemnifying
Party's consent. Such costs shall not be considered part of the Co-Promotion
Expenses.

9.       TERM AND TERMINATION

         9.1      Term. This Agreement shall commence as of the Effective Date
and shall continue until the earlier of (i) the date the parties mutually agree
to terminate, (ii) the date that the License Agreement is terminated with
respect to such Product, or (iii) the date that this Agreement is earlier
terminated as hereinafter provided (the "Term").

         9.2      Termination Without Cause. Upon one (1) year's written notice
given any time after the end of the fourth Co-Promotion Year, either party may
terminate this Agreement without cause.

         9.3      Bankruptcy. This Agreement will terminate without further
action on the bankruptcy of UCB or Dynavax.

         9.4      Termination by Dynavax. Dynavax may terminate this Agreement
on thirty (30) days written notice to UCB in the event that:

                                       11
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UCB Legal Department

                  (a)      The number of Details made by UCB has for any two (2)
consecutive Co-Promotion Years fallen below[***] of the total number of Details
agreed to be made by UCB pursuant to the Annual Plan and this Agreement; or

                  (b)      UCB has materially breached this Agreement and (i)
has not within sixty (60) days after written notice from Dynavax remedied such
breach or proposed a plan to address the breach setting out a reasonable period
of time within which to remedy the breach or (ii) has not remedied the breach
within such reasonable period of time.

         The notice of termination shall set forth in reasonable detail the
basis for such termination. Such termination shall be effective unless UCB
delivers to Dynavax, within ten (10) business days of its receipt of the
termination notice, a further notice of UCB's objection to such termination
setting forth in reasonable detail the basis for such objection.

         9.5      Termination by UCB. UCB may terminate this Agreement on thirty
(30) days written notice to Dynavax in the event that:

                  (a)      The number of Details made by Dynavax has for any two
(2) consecutive Co-Promotion Years fallen below [***] of the total number of
Details agreed to be made by Dynavax pursuant to the Annual Plan and this
Agreement; or

                  (b)      Dynavax has materially breached this Agreement and
(i) has not within sixty (60) days after written notice from UCB, remedied such
breach or proposed a plan to address the breach setting out a reasonable period
of time within which to remedy the breach, or (ii) has not remedied the breach
within such reasonable period of time.

         The notice of termination shall set forth in reasonable detail the
basis for such termination. Such termination shall be effective unless Dynavax
delivers to UCB, within ten (10) business days of its receipt of the termination
notice, a further notice of Dynavax's objection to such termination setting
forth in reasonable detail the basis for such objection.

         9.6      Consequences of Termination

         In the event that this Agreement is terminated, each party shall be
responsible for paying to the other party all amounts due and owing up through
and including the effective date of the termination and the License Agreement
shall remain in force and UCB shall continue to pay royalties thereunder
according to its terms.

10.      RECORDS

         Each party shall keep full and accurate records and other documentation
respecting its performance under this Agreement, and shall make them available
on reasonable notice and during normal business hours to representatives of the
other parties for [***] after the period to which the records relate.

11.      RELATIONSHIP

         11.1     During the Term of this Agreement, neither party, nor any of
its Affiliates, agents or employees thereof shall have, possess or hold
themselves out to third parties as possessing any power or

                                       12

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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UCB Legal Department

authority to enter into any contract or make any commitment on behalf of the
other party except as expressly set forth in this Agreement.

         11.2     Neither Party shall have any responsibility to or for any
employees of the other party; and each party shall indemnify and hold the others
harmless against any claims of any sort whatsoever which may be asserted by any
of its employees against the other party by reason of this Agreement.

         11.3     This Agreement is not intended, nor shall it be construed to
create a partnership, joint venture or joint employee relationship between the
parties.

12.      CONFIDENTIALITY

         During the Term of this Agreement and for [***] thereafter each party
shall hold in confidence, and use only in furtherance of its rights and
obligations under this Agreement, any Confidential Information that it acquires
from the other party pursuant to this Agreement, unless (i) the other party
first agrees in writing to such disclosure or use, (ii) such disclosure is
permitted pursuant to the License Agreement; or (iii) such disclosure is
required by order of a court or regulatory agency, in which event the disclosing
party will use reasonable efforts to obtain a protective order covering the
Confidential Information. The standard of care to be used by the parties
hereunder shall be that used by them for their own proprietary and confidential
information.

13.      NOTICE

         Any notice hereunder shall be in writing and be sent by courier or
prepaid certified mail, return receipt requested, addressed as follows, or as
the parties may otherwise specify in writing:

If to UCB:

         UCB Pharma, Inc.
         1950 Lake Park Drive
         Smyrna, GA 30080 USA
         Attn: President

If to Dynavax:

         Dynavax Technology Corporation
         717 Potter Street, Suite 100
         Berkeley, CA 94710 USA
         Attn: President

14.      MISCELLANEOUS

         14.1     This Agreement and the legal rights of the respective parties
shall be governed by and construed in accordance with the laws of the State of
Delaware.

         14.2     This Agreement together with the Attachments hereto, the
Annual Plan for each Co-Promotion Year and the License Agreement, constitute the
entire Agreement and understanding of the parties relating to the matters
referred to herein and supersede all prior agreements, understandings,

                                       13


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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UCB Legal Department

representations, written and verbal, previously made among them with respect
thereto. This Agreement shall be amended only by a writing, duly executed on
behalf of the respective parties.

         14.3     No term or condition of this Agreement shall ever be
considered as waived unless reduced in writing and duly executed by an officer
of the waiving party. Any waiver by a party of a breach of any term or condition
of this Agreement will not be considered as a waiver of any subsequent breach of
the Agreement or any other term or condition hereof.

         14.4     Except as required by law, neither party shall publicly
disclose the terms of this Agreement or issue any publicity release with regard
thereto without the other party's consent, which consent shall not be
unreasonably withheld. If a party is legally required to disclose any terms of
this Agreement or any other matter related to this Agreement, such party shall
give the other party reasonable notice thereof and reasonably cooperate with
such other party in efforts to minimize such disclosure or obtain confidential
treatment thereof.

         14.5     Each party represents, warrants and covenants to the other as
follows:

         (a)      It is a corporation validly existing and in good standing
under the laws of the jurisdiction of its incorporation;

         (b)      It has the corporate power and authority to enter into and
perform under this Agreement;

         (c)      Its execution and delivery of this Agreement, and its
performance hereunder, have been duly and validly authorized by all necessary
corporate actions and approvals, and its signatory has been authorized to
execute and deliver this Agreement on its behalf;

         (d)      To the best of its knowledge, its execution, delivery and
performance of this Agreement will not violate any law, regulation or contract
to which it is subject or by which it is bound.

         Except as set forth in this Agreement, neither party makes any
representation or warranty of any kind with respect to the Product or any other
subject matter of this Agreement and expressly disclaims all implied
representations and warranties, including any warranties of merchantability or
fitness for a particular purpose or noninfringement and any other implied
warranties with respect to the capabilities, safety, utility, or commercial
application of the Product.

         NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER
LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY,
PUNITIVE, MULTIPLE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF
USE, DAMAGE TO GOODWILL, OR LOSS OF BUSINESS) OF THE OTHER PARTY.

         14.6     Neither this Agreement, nor any interest therein, may be
assigned by a party without the express written consent of the others, except
that a party may assign this Agreement to a Wholly Owned Affiliate. In the event
of a sale by a party of substantially all of the assets and business of the
business unit to which this Agreement relates, the other party shall not
unreasonably withhold its consent to the assignment of this Agreement to the
successor in interest to such assets and business.

         14.7     All rights and restrictions contained herein may be exercised
and shall be applicable and binding only to the extent that they do not violate
any applicable laws and are intended to be limited to the

                                       14
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UCB Legal Department

extent necessary so that they will not render this Agreement illegal, invalid or
unenforceable. If any provision or portion of any provision of this Agreement,
not essential to the commercial purpose of this Agreement, shall be held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, it is
the intention of the parties that the remaining provisions or portions thereof
shall constitute their agreement with respect to the subject matter hereof, and
all such remaining provisions, or portions thereof, shall remain in full force
and effect. To the extent legally permissible, any illegal, invalid or
unenforceable provision of this Agreement shall be replaced by a valid provision
which shall implement the commercial purpose of the illegal, invalid, or
unenforceable provision. In the event that any provision essential to the
commercial purpose of this Agreement is held to be illegal, invalid or
unenforceable and cannot be replaced by a valid provision which will implement
the commercial purpose of this Agreement, this Agreement and the rights granted
herein shall terminate.

         14.8     Any delays in, or failure of performance of, any party to this
Agreement, shall not constitute a default hereunder, or give rise to any claim
for damages, if and to the extent caused by occurrences beyond the control of
the party affected, including acts of God, strikes or other concerted acts of
workmen, civil disturbances, fires, floods, explosions, riots, war, rebellion,
sabotage, acts of governmental authority or failure of governmental authority to
issue licenses or approvals which may be required ("Force Majeure"); provided
that any such delay shall not extend for more than [***]. The party asserting
the Force Majeure shall promptly notify the other party of the event
constituting Force Majeure and of all relevant details of the occurrence and
where appropriate an estimate of how long such Force Majeure event shall
continue. If such Force Majeure event continues thereafter and in any event, the
parties shall consult with each other in order to find a fair solution and shall
use all reasonable endeavors to minimize the consequences of such Force Majeure.

         14.9     This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         14.10    Each Party agrees to execute, acknowledge and deliver such
further instruments and to do all such other acts as may be necessary or
appropriate in order to carry out the purposes and intent of the Agreement.

         14.11    Unless the context of this Agreement otherwise clearly
requires, (i) references to the plural include the singular, and references to
the singular include the plural, (ii) references to any gender include the other
genders, (iii) the words "include," "includes" and "including" do not limit the
preceding terms or words and shall be deemed to be followed by the words
"without limitation", (iv) the terms "hereof", "herein", "hereunder", "hereto"
and similar terms in this Agreement refer to this Agreement as a whole and not
to any particular provision of this Agreement, (v) the terms "day" and "days"
mean and refer to calendar day(s) and (vi) the terms "year" and "years" mean and
refer to calendar year(s). Unless otherwise set forth herein, any reference in
this Agreement to (vii) any document, instrument or agreement (including this
Agreement) (A) includes and incorporates all exhibits, schedules and other
attachments thereto, (B) includes all documents, instruments or agreements
issued or executed in replacement thereof and (C) means such document,
instrument or agreement, or replacement or predecessor thereto, as amended,
modified or supplemented from time to time in accordance with its terms and in
effect at any given time, and (viii) a particular law means such law as in
effect on the date of this Agreement. All Article, Section, Subsection and
Attachment references herein are to Articles, Sections, Subsections and
Attachments of this Agreement, unless otherwise specified. If any provision of
this Agreement is in conflict with or inconsistent with a provision of the
License Agreement, the provision of the License Agreement shall take precedence
and control.

                                       15

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

UCB Legal Department

                         [Signatures on following page]

                                       16
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UCB Legal Department

IN WITNESS WHEREOF, the parties have caused their duly authorized representative
to execute this Agreement on the date first written above.

UCB Pharma, Inc.

By: _______________________________

Printed Name: _____________________

Title: ____________________________

By: _______________________________

Printed Name: _____________________

Title: ____________________________

Dynavax Technologies Corporation

By: _______________________________

Printed Name: _____________________

Title: ____________________________

                                       17
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UCB Legal Department

                               List of Attachments

<TABLE>
<CAPTION>
    Title                              Description
    -----                              -----------
<S>                <C>
Attachment 3.1     Annual Plan for the first two Co-Promotion Years

Attachment 6.1     Example of Statement Calculating Co-Promotion amount to
                   be paid to Dynavax and Co-Promotion Expenses to be paid by
                   Dynavax
</TABLE>

                                       18
<PAGE>

                                    EXHIBIT D

                               DEVELOPMENT PROGRAM

[***]


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

                                    EXHIBIT E

                             PEANUT DEVELOPMENT PLAN

[***]



[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

                                    EXHIBIT F

                     MANUFACTURING TECHNOLOGY TRANSFER PLAN

[***]



[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

                                    EXHIBIT G

                          START UP MANUFACTURING COSTS

See attached sheet.

<PAGE>

                    Costs for AIC Phase III Manufacturing(1)

         -        Invest [***] in Capital Equipment (may not be fully necessary
                  and could be built into terms of a supply agreement)

         -        Tech. Transfer reveals adaptation of process is required for
                  new GMP facility. Validation/qualification required

         -        Batch records require adaptation

         -        Significant assay validation required

         -        Four lots filled/finished commercial fill/finish site

         -        QC Occurs at manufacturing site

Assumptions:

         -        [***]

         -        [***]

         -        [***]

         -        [***]

<TABLE>
<CAPTION>
                                          Cost
                                          ----
              Task                   [***]    [***]
              ----                   -----    -----
<S>                                  <C>      <C>
Capital Equipment*                   [***]
Technology Transfer                  [***]
Document Transfer and Development    [***]
Assay Transfer & Qualification       [***]
GMP Process ([***] AIC DS)           [***]
DP & DS Release                      [***]
DP Fill/Finish                       [***]
[***]for Tech.Transfer                        [***]
                                     [***]    [***]
</TABLE>

DP = Drug Product
DS = Drug Substance
* Capital Equipment [***]
(1) [***]



[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.