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                                                                   EXHIBIT 10.65


           FIRST AMENDMENT TO PRIVATE EQUITY LINE FINANCING AGREEMENT

         This First Amendment to Private Equity Line Financing Agreement (this
"Amendment"), is entered into as of February 28, 2002, between Corixa
Corporation, a Delaware corporation ("Corixa"), and BNY Capital Markets, Inc., a
registered broker dealer organized under the laws of New York and a subsidiary
of The Bank of New York (the "Investor").

         WHEREAS, the Company and the Investor entered into that certain Private
Equity Line Financing Agreement dated as of December 3, 2001 (the "Financing
Agreement"); and

         WHEREAS, the Company and the Investor now desire to amend the Financing
Agreement as provided herein;

         NOW, THEREFORE, in consideration for the foregoing premises, the
representations, warranties, covenants and agreements contained herein and in
the Financing Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledge, intending to be legally
bound hereby, the parties hereto agree as follows:

         1. Capitalized Terms. Except as otherwise defined in this Amendment,
all capitalized terms used herein shall have the meaning set forth in the
Financing Agreement. All references to the term "Agreement" in the Financing
Agreement shall be deemed to include this Amendment.

         2. Amendment to Section 6.02(a)(II) of the Financing Agreement. Section
6.02(a)(II) of the Financing Agreement, is hereby amended and restated to read
in its entirety as follows:

                  (II) The Company shall not have failed to obtain effectiveness
                  of the Registration Statement within 135 days from the Closing
                  Date, and the Registration Statement, after its initial
                  effectiveness, shall not have lapsed in effect such that sales
                  of all of the Registrable Securities otherwise cannot be made
                  thereunder (whether by reason of the Company's failure to
                  amend or supplement the prospectus included therein in
                  accordance with the Registration Rights Agreement or
                  otherwise) for more than thirty (30) consecutive Trading Days
                  or more than ninety (90) Trading Days in any twelve (12) month
                  period after the Registration Statement becomes effective;

         3. Amendment to Section 7.02(d) of the Financing Agreement. Section
7.02(d) of the Financing Agreement, is hereby amended and restated to read in
its entirety as follows:

                  (d) The Registration Statement shall not have been declared
                  effective by the Commission on or before the date which is 135
                  days from the date of this Agreement; or

         4. Full Force and Effect. Except as expressly modified herein, the
Financing Agreement shall continue in full force and effect in accordance with
its terms. To the extent, there


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are any inconsistencies or ambiguities between this Amendment and the Financing
Agreement; the terms of this Amendment shall supersede the Financing Agreement.

         5. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original instrument, and all of which together shall
constitute one and the same instrument.

         6. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal law of the state of New York, without giving effect
to the principles of conflicts of law thereof.


                            [Signature Page Follows]
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned, thereunto duly authorized, as of the date first
above written.

CORIXA CORPORATION


                                         /s/ Michelle Burris
                                    By:___________________________
                                         Name: Michelle Burris
                                         Title: Senior Vice President and
                                                CEO

BNY CAPITAL MARKETS, INC.



                                    By: /s/ Wesley Pritchett
                                       ___________________________
                                        Name: Wesley Pritchett
                                        Title: Managing Director