<PAGE>
                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Registration Rights
Agreement") is dated as of August 26, 2003, by and between CORIXA CORPORATION, a
Delaware corporation ("Corixa"), and SMITHKLINE BEECHAM CORPORATION, a
Pennsylvania corporation ("SKB").

         WHEREAS, Coulter Pharmaceutical, Inc. ("Coulter"), a Delaware
corporation and a wholly owned subsidiary of Corixa, and SKB, are parties to
that certain loan agreement dated October 23, 1998 (the "Loan Agreement"), as
amended by the first amendment dated June 28, 2002 (the "First Amendment") and
the second amendment dated August 26, 2003 (the "Second Amendment" and together
with the Loan Agreement and the First Amendment, the "Amended Loan Agreement").

         WHEREAS, the Amended Loan Agreement provides that Coulter, at its
discretion, may repay the Loan in cash or shares of Corixa common stock; and

         WHEREAS, Corixa and Coulter desire to provide SKB with certain
registration rights to facilitate the resale by SKB of shares of Corixa common
stock issued to SKB pursuant to the Amended Loan Agreement in a manner
consistent with the requirements of the Securities Act of 1933, as amended (the
"Securities Act").

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

         1.       Mandatory Registration.

                  (a)      Promptly after the date (the "Repayment Date") on
which Coulter elects to repay any amount (the "Repayment Amount") owing to SKB
pursuant to the Amended Loan Agreement in Shares (as defined in Section 2(b) of
the Amended Loan Agreement), Corixa will prepare and file with the Securities
and Exchange Commission (the "SEC") a registration statement on Form S-3 for the
purpose of registering the Shares for resale under the Securities Act by, and
for the account of, SKB as selling stockholder thereunder (the "Registration
Statement"). The Registration Statement shall permit SKB to offer and sell, on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, any
or all of the Shares. Corixa agrees to use commercially reasonable efforts to
cause the Registration Statement to become effective no later than ten (10)
business days after the Repayment Date.

                  (b)      In the event that Corixa does not obtain the
effectiveness of the Registration Statement within 10 business days after the
Repayment Date, then the Company shall pay to SKB an amount in cash equal to (x)
the annual interest rate payable under the Amended Loan Agreement, multiplied by
(y) the Repayment Amount, divided by (z) 365 (the "Additional Interest") per day
for the number of days in the period commencing on the Repayment Date and ending
on the date the Registration Statement is declared effective. So long as Corixa
is using commercially reasonable efforts to obtain the effectiveness of the
Registration Statement, the Additional Interest provided in this paragraph shall
constitute the only penalty or other remedy for failure to obtain the
effectiveness of the Registration Statement within the time period provided in
Section 1(a).

<PAGE>

                  (c)      Corixa shall be required to keep the Registration
Statement effective until the earliest of (i) the date on which SKB may sell all
Shares without restriction pursuant to Rule 144(k) (or the successor rule
thereto) promulgated under the Securities Act, (ii) the date when all Shares
registered thereunder shall have been sold and (iii) the first anniversary of
the Repayment Date, subject to extension as set forth below (such date is
referred to herein as the "Registration Termination Date"). Thereafter, Corixa
shall be entitled to withdraw the Registration Statement and SKB shall have no
further right to offer or sell any of the Shares pursuant to the Registration
Statement (or any prospectus relating thereto). In the event the right of SKB to
use the Registration Statement (and the prospectus relating thereto) is delayed
or suspended pursuant to Section 2(c) or Section 7, Corixa shall be required to
extend the Registration Termination Date beyond the first anniversary of the
Repayment Date by the same number of days as such delay or Suspension (as
defined in Section 7) is in effect.

                  (d)      The offer and sale of the Shares pursuant to the
Registration Statement shall not be underwritten.

         2.       Obligations of Corixa.  In connection with Corixa's obligation
under Section 1 to file the Registration Statement with the SEC, Corixa shall,
as expeditiously as reasonably possible:

                  (a)      Prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective until
the Registration Termination Date;

                  (b)      Furnish to SKB such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents (including, without limitation,
prospectus amendments and supplements as are prepared by Corixa in accordance
with Section 1(a), as SKB may reasonably request in order to facilitate the
disposition of Shares);

                  (c)      Notify SKB, at any time when a prospectus relating to
the Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the prospectus included in or
relating to the Registration Statement contains an untrue statement of a
material fact or omits any fact necessary to make the statements therein not
misleading; and, thereafter, Corixa will, subject to Section 7, promptly prepare
(and, when completed, furnish an adequate number of copies to SKB) a supplement
or amendment to such prospectus so that, as furnished to the purchasers of such
Shares, such prospectus will not contain an untrue statement of a material fact
or omit to state any fact necessary to make the statements therein not
misleading; provided that upon such notification by Corixa, SKB will not offer
or sell Shares until Corixa has notified SKB that it has prepared a supplement
or amendment to such prospectus and delivered copies of such supplement or
amendment to SKB (it being understood and agreed by Corixa that the foregoing
proviso shall in no way diminish or otherwise impair Corixa's obligation,
subject to Section 7, to promptly prepare a prospectus amendment or supplement
as above provided in this Section 2(c) and deliver copies of same as above
provided in Section 2(b); and

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<PAGE>


                  (d)      Subject to the terms and conditions of this Section
2, Corixa shall use reasonable efforts to (i) prevent the issuance of any stop
order or other suspension of effectiveness of the Registration Statement, or the
suspension of the qualification of any of the Shares for sale in any
jurisdiction in the United States, (ii) if such an order or suspension is
issued, obtain the withdrawal of such order or suspension at the earliest
practicable moment and notify SKB of the issuance of such order and the
resolution thereof or its receipt of notice of the initiation or threat of any
proceeding such purpose.

         3.       Furnish Information. It shall be a condition precedent to the
obligations of Corixa to take any action pursuant to this Registration Rights
Agreement that SKB shall furnish to Corixa such information regarding it as
Corixa shall reasonably request and as shall be required in order to effect any
registration by Corixa pursuant to this Registration Rights Agreement.

         4.       Expenses of Registration. All expenses incurred in connection
with the registration of the Shares pursuant to this Registration Rights
Agreement (excluding brokerage and other selling commissions and discounts,
stock transfer taxes and fees of counsel to SKB) shall be borne by Corixa.

         5.       Indemnification.

                  (a)      To the extent permitted by law, Corixa will indemnify
and hold harmless SKB, each officer and director of SKB, and each person, if
any, who controls SKB, within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which they may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration Statement, in any preliminary prospectus or final
prospectus relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading, or arise out of or are based upon any failure
by Corixa to fulfill any undertaking included in the Registration Statement; and
will reimburse SKB or any such officer, director or controlling person, for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 5(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of Corixa
(which consent shall not be unreasonably withheld), nor shall Corixa be liable
in any such case for any such loss, damage, liability or action to the extent
that it arises out of or is based upon (i) an untrue statement or alleged untrue
statement or omission made in connection with the Registration Statement, any
preliminary prospectus or final prospectus relating thereto or any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, in reliance upon and in conformity with written information
furnished expressly for use in connection with the Registration Statement or any
such preliminary prospectus or final prospectus by SKB, or (ii) an untrue
statement or alleged untrue statement or omission in the Registration Statement
or any prospectus that is corrected in any subsequent amendment or supplement to
the Registration Statement or prospectus that was delivered to SKB before the
pertinent sale or sales by SKB.


                                      -3-
<PAGE>

                  (b)      To the extent permitted by law, SKB will indemnify
and hold harmless Corixa, each of its directors, each of its officers who have
signed the Registration Statement, each person, if any, who controls Corixa
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities to which Corixa or any such director, officer, controlling person
may become subject to, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration Statement or any preliminary prospectus or final
prospectus, relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent and only to the
extent that such untrue statement or alleged untrue statement or omission (i)
was made in the Registration Statement, in any preliminary prospectus or final
prospectus relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
in reliance upon and in conformity with written information furnished by SKB
expressly for use in connection with the Registration Statement, or any
preliminary prospectus or final prospectus, or (ii) was corrected in any
subsequent amendment or supplement to the Registration Statement or prospectus
that was delivered to SKB before the pertinent sale or sales by SKB and such
corrected amendment or supplement to the Registration Statement or prospectus
was not delivered to the purchaser; and SKB will reimburse any legal or other
expenses reasonably incurred by Corixa or any such director, officer,
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action, provided, however, that the liability of SKB
hereunder shall be limited to the proceeds received by SKB from the sale of
Shares covered by the Registration Statement, and provided further, that the
indemnity agreement contained in this Section 5(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of SKB against which the request for
indemnity is being made (which consent shall not be unreasonably withheld).

                  (c)      Promptly after receipt by an indemnified party under
this Section 5 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 5, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in and, to the extent the indemnifying party desires, jointly with
any other indemnifying party similarly noticed, to assume at its expense the
defense thereof with counsel mutually satisfactory to the indemnifying parties.
In the event that the indemnifying party assumes any such defense, the
indemnified party may participate in such defense with its own counsel and at
its own expense, provided, however, that the counsel for the indemnifying party
shall act as lead counsel in all matters pertaining to such defense or
settlement of such claim and the indemnifying party shall only pay for such
indemnified party's expenses for the period prior to the date of its
participation on such defense. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to his ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 5, but the omission so to notify the
indemnifying party will not relieve him of any liability which he may have to
any indemnified party otherwise other than under this Section 5.


                                      -4-
<PAGE>

                  (d)      Notwithstanding anything to the contrary herein, the
indemnifying party shall not be entitled to settle any claim, suit or proceeding
arising out of or based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement or any preliminary
prospectus or final prospectus, relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, or arising out of or based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, unless in connection
with such settlement, the indemnified party receives an unconditional release
with respect to the subject matter of such claim, suit or proceeding and such
settlement does not contain any admission of fault by the indemnified party.

                  (e)      If the indemnification provided for in this Section 5
is unavailable to or insufficient to hold harmless an indemnified party under
Section 5(a) or Section 5(b) in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of Corixa on the one hand and SKB on the other in
connection with the statements or omissions or other matters which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, in the case of an untrue
statement, whether the untrue statement relates to information supplied by
Corixa on the one hand or SKB on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement. Corixa and SKB agree that it would not be just and equitable
if contribution pursuant to this Section 5(e) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above in this Section 5(e). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
Section 5(e) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this Section 5(e),
SKB shall not be required to contribute any amount in excess of the amount by
which the gross amount received by SKB from the sale of the Shares to which such
loss relates exceeds the amount of any damages that SKB has otherwise been
required to pay by reason of such untrue statement. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

                  (f)      The parties hereby acknowledge that they are
sophisticated businesspersons who were represented by counsel during the
negotiations regarding the provisions hereof including, without limitation, the
provisions of this Section 5, and are fully informed regarding said provisions.
They further acknowledge that the provisions of this Section 5 fairly allocate
the risks in light of the ability of the parties to investigate Corixa and its
business in order to assure that adequate disclosure is made in the Registration
Statement as required by the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act").


                                      -5-
<PAGE>

         6.       Exchange Act Reports. With a view to making available to SKB
the benefits of Rule 144 (or the successor rule thereto) and any other rule or
regulation of the SEC that may at any time permit SKB to sell the Shares to the
public without registration, Corixa covenants and agrees: (i) to make and keep
public information available, as those terms are understood and defined in the
General Instructions to Form S-3, or any successor or substitute form, and in
Rule 144, (ii) to file with the SEC in a timely manner all reports and other
documents required to be filed by an issuer of securities registered under the
Securities Act or the Exchange Act, (iii) as long as SKB owns any Shares, to
furnish in writing upon SKB's request a written statement by Corixa that it has
complied with the reporting requirements of Rule 144 and of the Securities Act
and the Exchange Act, and to furnish to SKB a copy of the most recent annual or
quarterly report of Corixa, and such other reports and documents so filed by
Corixa as may be reasonably requested in availing SKB of any rule or regulation
of the SEC permitting the selling of any such Shares without registration and
(iv) undertake any additional actions commercially reasonable and necessary to
maintain the availability of the Registration Statement or the use of Rule 144.

         7.       Deferral and Lock-Up.

                  (a)      Notwithstanding anything in this Registration Rights
Agreement to the contrary, in the event: (i) of any request by the SEC or any
other federal or state governmental authority during the period of effectiveness
of the Registration Statement for amendments or supplements to a Registration
Statement or related prospectus or for additional information; (ii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose; (iii) of the receipt by Corixa
of any notification with respect to the suspension of the qualification or
exemption from qualification of Shares for sale in any jurisdiction or the
initiation of any proceeding for such purpose; or (iv) of any event or
circumstance which necessitates the making of any changes in the Registration
Statement or related prospectus, or any document incorporated or deemed to be
incorporated therein by reference, so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of the
prospectus, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading (a "Disclosure Event"); then Corixa shall deliver a
certificate in writing to SKB (the "Suspension Notice") to the effect of the
foregoing and, upon receipt of such Suspension Notice, SKB will (i) keep the
fact of such certificate and its contents confidential, and (ii) refrain from
selling any Shares pursuant to the Registration Statement (a "Suspension") until
SKB's receipt of copies of a supplemented or amended prospectus prepared and
filed by Corixa, or until it is advised in writing by Corixa that the current
prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in any such prospectus.

                  (b)      In the event of any Suspension, Corixa will use its
best efforts to cause the use of the prospectus so suspended to be resumed as
soon as reasonably practicable after delivery of a Suspension Notice to SKB;
provided, however, that if Company shall state in the Suspension Notice that the
Board of Directors of Corixa (the "Board") has determined in good faith that
premature disclosure of a Disclosure Event (i) would be materially adverse to
any


                                      -6-
<PAGE>

proposed material transaction that is the subject of the Disclosure Event or
(ii) would make the successful consummation by Corixa of such material
transaction significantly less likely, then Corixa shall have the right to
extend the Suspension for up to the maximum period provided in Section 7(c).

                  (c)      SKB shall not be prohibited from selling Shares under
the Registration Statement as a result of Suspensions on more than two
occasions, for not more than an aggregate of 60 days, in any twelve month
period, unless, in the good faith judgment of the Board, upon advice of counsel,
the sale of Shares under the Registration Statement in reliance on this
paragraph would be reasonably likely to cause a violation of the Securities Act
or the Exchange Act and result in potential liability to Corixa. Provided that a
Suspension is not then in effect, SKB may sell Shares under the Registration
Statement, provided that it arranges for delivery of a current prospectus to the
transferee of such Shares.

         8.       Transfer Restrictions.

                  (a)      SKB agrees that it will not sell, offer to sell,
solicit offers to buy, dispose of, loan, pledge or grant any right with respect
to (collectively, a "Disposition"), the Shares, nor will SKB engage in any
hedging or other transaction which is designed to or could be reasonably
expected to lead to or result in a Disposition of Shares by SKB or any other
person or entity unless (a) the Shares are registered under the Securities Act,
or (b) SKB shall have delivered to Corixa an opinion of counsel in form,
substance and scope reasonably acceptable to Corixa, to the effect that
registration is not required under the Securities Act or any applicable state
securities law due to the applicability of an exemption therefrom. Such
prohibited hedging or other transactions would include, without limitation,
effecting any short sale or having in effect any short position (whether or not
such sale or position is against the box and regardless of when such position
was entered into) or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to Shares or with
respect to any security (other than a broad-based market basket or index) that
includes, relates to or derives any significant part of its value from the
common stock of Corixa.

                  (b)      SKB acknowledges and agrees that no sales of Shares
may be made under the Registration Statement and that Shares are not
transferable on the books of Corixa unless the certificate submitted to the
transfer agent evidencing Shares is accompanied by a separate Transfer Notice
for Sales Pursuant to Registration Statement: (i) in the form of Appendix I
hereto; (ii) executed by an officer of, or other authorized person designated
by, SKB; and (iii) to the effect that (A) the Shares have been sold in
accordance with the Registration Statement, the Securities Act and any
applicable state securities or blue sky laws, and (B) the requirement of
delivering a current prospectus has been satisfied.

                  (c)      SKB understands and agrees that no action has been
or will be taken in any jurisdiction outside the United States by Corixa that
would permit an offering of the Shares, or possession or distribution of
offering materials in connection with the issue of Shares, in any jurisdiction
outside of the United States where action for that purpose is required.

         9.       Transfer of Registration Rights. None of the rights of SKB
under this Registration Rights Agreement shall be transferred or assigned to any
person.


                                      -7-
<PAGE>

         10.      Entire Agreement. This Registration Rights Agreement and the
Amended Loan Agreement constitute and contain the entire agreement and
understanding of the parties with respect to the subject matter hereof, and also
supersede any and all prior negotiations, correspondence, agreements or
understandings with respect to the subject matter hereof.

         11.      Termination. This Registration Rights Agreement shall
terminate upon the earliest to occur of (a) the date on which Borrower has
repaid the entire outstanding unpaid principal balance together with all accrued
unpaid interest thereon in cash pursuant to the Amended Loan Agreement and (b)
the Registration Termination Date.

         12.      Miscellaneous.

                  (a)      No modification, alteration, waiver or change in any
of the terms of this Registration Rights Agreement shall be valid or binding
upon the parties hereto unless made in writing and duly executed by the party to
be bound thereby.

                  (b)      This Registration Rights Agreement shall be governed
by and construed in accordance with the laws of the state of Delaware and
without regard to any conflicts of laws concepts which would apply the
substantive law of some other jurisdiction, and shall be binding upon and inure
to the benefit of the parties hereto and their respective successors or assigns.

                  (c)      Any notice required or permitted by this Registration
Rights Agreement shall be in writing and shall be sufficient upon receipt, when
delivered personally or by courier, overnight delivery service or confirmed
facsimile, or forty-eight hours after being deposited in the regular mail as
certified or registered mail (airmail if sent internationally) with postage
prepaid, if such notice is addressed to the party to be notified at such party's
address or facsimile number as set forth below or as subsequently modified by
written notice:

                  If to Corixa:             Corixa Corporation
                                            1124 Columbia Street
                                            Suite 200
                                            Seattle, WA 98104
                                            Facsimile No.:  (206) 754-5994
                                            Attention:        Michelle Burris

                  With a copy to:           Orrick, Herrington & Sutcliffe LLP
                                            719 Second Avenue
                                            Suite 900
                                            Seattle, WA 98104
                                            Facsimile No.:  (206) 839-4301
                                            Attention:        Stephen M. Graham
                                                              Alan C. Smith

                  If to SKB:                SmithKline Beecham
                                            One Franklin Plaza (FP2305)
                                            Philadelphia, PA 19101
                                            Facsimile No.:  215-751-4257
                                            Attention:  Corporate Treasury


                                      -8-
<PAGE>

                  With a copy to:           SmithKline Beecham Corporation
                                            One Franklin Plaza (FP2355-DFP)
                                            Philadelphia, PA 19101
                                            Facsimile No.:  (215) 451-5349
                                            Attention:  General Counsel

                  (d)      The parties acknowledge and agree that in the event
of any breach of this Registration Rights Agreement, remedies at law may be
inadequate, and each of the parties hereto shall be entitled to seek specific
performance of the obligations of the other parties hereto and such appropriate
injunctive relief as may be granted by a court of competent jurisdiction.

                  (e)      This Registration Rights Agreement may be executed in
a number of counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.

                            [Signature page follows.]




                                      -9-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.

                           CORIXA CORPORATION


                           By: /s/ Michelle Burris
                           Name: Michelle Burris
                           Title: Senior VP and CFO



                           SMITHKLINE BEECHAM CORPORATION


                           By: /s/ Donald F. Parman
                           Name: Donald F. Parman
                           Title: Vice President and Secretary





                                      -10-
<PAGE>

                                   APPENDIX I

                               CORIXA CORPORATION

          TRANSFER NOTICE FOR SALES PURSUANT TO REGISTRATION STATEMENT



ATTENTION:
Michelle Burris
Corixa Corporation
1124 Columbia Street, Suite 200
Seattle, Washington 98104

         This Transfer Notice relates to _____________ shares (the "Shares") of
the common stock, $0.001 par value per share, of Corixa Corporation, a Delaware
corporation, registered in the name of ____________________________ (the
"Transferor"). The beneficial owner of the Shares is
__________________________________________________.(1)

         The undersigned Transferor desires to assign and transfer the Shares
through the following broker:


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

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

--------------------------------------------------------------------------------
           (PRINT OR TYPE BROKER'S NAME, ADDRESS AND TELEPHONE NUMBER)

         The name, address and telephone number of a contact person regarding
this transaction (if different from above) is:



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

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

--------------------------------------------------------------------------------
           (PRINT OR TYPE BROKER'S NAME, ADDRESS AND TELEPHONE NUMBER)

         The undersigned Transferor confirms that:

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

(1) A "beneficial owner" of the Shares includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares (i) voting power, which includes the power to vote, or
to direct the voting of, the Shares; and/or (ii) investment power, which
includes the power to dispose, or to direct the disposal of, the Shares.


                                      -11-
<PAGE>

1.       the Shares are being transferred pursuant to an effective registration
         statement on Form S-3 under the Securities Act of 1933;

2.       the Shares are being transferred in compliance with any applicable blue
         sky securities laws of any state;

3.       the prospectus delivery requirements under the Securities Act have been
         or will be satisfied; and

4.       the prospectus so delivered correctly describes the Transferor and the
         Transferor's method of sale or other distribution of the Shares.

Signature:
          ----------------------------------------------------------------------
         (SIGN EXACTLY AS SHARES ARE REGISTERED ON CORIXA CORPORATION'S BOOKS;
         IF REGISTERED STOCKHOLDER IS AN ENTITY, INDICATE SIGNATORY'S OFFICIAL
         CAPACITY WITH RESPECT TO THE REGISTERED HOLDER)


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


                                      -12-