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                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 3,
2001, is entered into between CORIXA CORPORATION, a Delaware corporation (the
"Company"), 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 have entered into that certain Private
Equity Line Financing Agreement (the "Financing Agreement"), dated as of the
date hereof, pursuant to which the Company has agreed to issue and sell to the
Investor for an aggregate purchase price of up to $75,000,000 shares of the
Company's Common Stock, $0.01 par value per share (the "Common Stock"), from
time to time as provided in the Financing Agreement; and

WHEREAS, pursuant to the terms of, and in partial consideration for, the
Investor's agreement to enter into the Financing Agreement, the Company has
agreed to provide the Investor with certain registration rights with respect to
the Common Stock issued under the Financing Agreement;

NOW, THEREFORE, in consideration of 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 acknowledged, intending to be legally bound
hereby, the parties hereto agree as follows:

                              ARTICLE I DEFINITIONS

SECTION 1.1 DEFINITIONS. Capitalized terms used herein and defined in the
Financing Agreement shall have the same respective meanings herein as are
ascribed to them therein. In addition, the following terms shall have the
meanings ascribed to them below:

"Investor" shall mean the Investor referenced in the preamble, and, unless the
context otherwise requires, shall include any assignee or transferee of the
Investor who becomes bound by this Agreement in accordance with Section 4.5
hereof.

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"Registrable Securities" means all of the shares of Common Stock issued or
issuable under the Financing Agreement and any other shares of Capital Stock
issued or issuable as a dividend on or with respect to such shares of Common
Stock until, (i) a registration statement under the Securities Act covering the
offer and sale of such shares of Common Stock or Capital Stock has been declared
effective by the Commission and all such shares of Common Stock or Capital Stock
have been disposed of pursuant to such effective registration statement, (ii)
all such shares of Common Stock are sold under circumstances in which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("Rule 144") are met, (iii) such time as, in the opinion of
counsel to the Company, which counsel shall be reasonably acceptable to the
Investor, all such Shares of Common Stock may be sold without any time, volume
or manner limitation pursuant to Rule 144(k) (or any similar provision then in
effect) under the Securities Act, or (iv) any combination of the foregoing
relating to all such shares.

"Registration Statement" means the registration statement on such form
promulgated by the Commission for which the Company then qualifies and which
counsel for the Company shall deem appropriate and which form shall be available
for the resale of the Registrable Securities to be registered thereunder in
accordance with the provisions of this Agreement, and in accordance with the
intended method of distribution of such securities, for the registration of the
resale by the Investor of the Registrable Securities under the Securities Act
filed by the Company pursuant to Section 2.1(a) and all amendments and
supplements thereto (including post-effective amendments and all exhibits and
materials incorporated by reference therein).

"Underwriter" means a securities dealer that purchases any Registrable
Securities as principal in an underwritten offering and not as part of such
dealer's market-making activities.


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                         ARTICLE II REGISTRATION RIGHTS

SECTION 2.1 REGISTRATION REQUIREMENTS. The Company shall use its commercially
reasonable efforts to effect the registration of the Registrable Securities
(including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under applicable blue sky
or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act) as would permit or facilitate the
sale or distribution of all the Registrable Securities in the manner (including
manner of sale) and in all states reasonably requested by the Investor. Such
commercially reasonable efforts by the Company shall include the following:

(a) The Company will as expeditiously as possible, prepare and file with the
Commission a registration statement (the "Registration Statement") on Form S-3
(if use of such form is then available to the Company pursuant to the rules of
the Commission and, if not, on such other form promulgated by the Commission for
which the Company then qualifies and that counsel for the Company shall deem
appropriate and which form shall be available for the resale of the Registrable
Securities to be registered thereunder in accordance with the provisions of this
Agreement and in accordance with the intended method of distribution of such
Registrable Securities), and use its commercially reasonable efforts to cause
such filed Registration Statement to become effective by the Effectiveness
Deadline. The "Effectiveness Deadline" shall mean, 90 days from the date of this
Agreement. In the event the Registration Statement shall not have been declared
effective by the Commission by the Effectiveness Deadline, the Investor shall
have the right to terminate the Financing Agreement. The Company will as
expeditiously as reasonably possible prepare and file with the Commission 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 for a period of not less than: (i) in the case of a non-underwritten
offering of Registrable Securities, until there shall no longer be any
Registrable Securities or (ii) with respect to an underwritten offering of
Registrable Securities, until the completion of the


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distribution of Registrable Securities covered by the Registration Statement
(but not before the expiration of the period referred to in Section 4(3) of the
Securities Act and Rule 174 thereunder, if applicable) or such longer period as
any underwriter in such offering may be required to deliver a prospectus in
connection with resales of such securities, and the Company will comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the Investor as set forth
in the Registration Statement.

(b) The amount of Registrable Securities covered by the initial Registration
Statement shall equal the Maximum Share Amount (as defined in the Financing
Agreement).

(c) The Company will, reasonably prior to filing the Registration Statement or
prospectus or any amendment or supplement thereto (and at least three business
days prior in the case of the initial Registration Statement), furnish to the
Investor, its counsel, and each Underwriter, if any, of the Registrable
Securities covered by such Registration Statement copies of such Registration
Statement and prospectus or any amendment or supplement thereto as proposed to
be filed, together with exhibits thereto, which documents will be subject to
review and approval by the foregoing persons (such approval not to be
unreasonably withheld or delayed), and thereafter furnish to the Investor, its
counsel and each Underwriter, if any such number of copies of such Registration
Statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the
prospectus included in such Registration Statement (including each preliminary
prospectus) and such other documents or information as the Investor, its counsel
or each Underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities.

(d) The Company will use its commercially reasonable efforts to (i) register or
qualify such Registrable Securities under such other securities or blue sky laws
of such jurisdictions in the United States as the Investor may reasonably (in
light of its intended plan of distribution) request and (ii) if applicable,
cause such Registrable Securities to be registered with or approved by such
other governmental agencies or authorities in the United States


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as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be reasonably necessary or
advisable to enable the Investor to consummate the disposition of the
Registrable Securities; provided that the Company will not be required to (A)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for the fulfillment of its obligation under
this paragraph (d), (B) subject itself to taxation in any such jurisdiction or
(C) consent or subject itself to general service of process in any such
jurisdiction.

(e) The Company will promptly notify the Investor upon the occurrence of any of
the following events in respect of the Registration Statement or related
prospectus in respect of an offering of Registrable Securities: (i) receipt of
any request for additional information by the Commission or any other federal or
state governmental authority during the period of effectiveness of the
Registration Statement for amendments or supplements to the Registration
Statement or related prospectus; (ii) the issuance by the Commission or any
other federal or state governmental authority of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; (iv) the happening of any event
that makes any statement made in the Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in the Registration Statement, related prospectus or documents so that
(or the Company otherwise becomes aware of any statement included in the
Registration Statement, related prospectus or documents that is untrue in any
material respect or that requires the making of any changes in the Registration
Statement, related prospectus or documents so that), in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the related prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the


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statements therein, in the light of the circumstances under which they were
made, not misleading; and (v) the Company's reasonable determination that a
post-effective amendment to the Registration Statement would be appropriate;
and, in each such event (i) through (v) of this paragraph (e), the Company will
promptly prepare and make available to the Investor and its counsel any such
supplement or amendment to the Registration Statement and, as applicable, the
related prospectus as shall be necessary or appropriate in response to such
event and shall promptly cause same to be duly filed, subject to the Company's
obligations under Section 2.1(c).

(f) The Company will enter into customary agreements (including, if applicable,
an underwriting agreement in customary form and that is reasonably satisfactory
to the Company) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of the Registrable Securities (the
Investor may, at its option, require that any or all of the representations,
warranties and covenants of the Company to or for the benefit of any applicable
Underwriter also be made to and for the benefit of the Investor).

(g) The Company will make available to the Investor (and will deliver to its
counsel) and each Underwriter, if any, subject to restrictions imposed by the
United States federal government or any agency or instrumentality thereof,
copies of all correspondence between the Commission and the Company, its counsel
or auditors and will also make available, subject to restrictions imposed by the
United States federal government or any agency or instrumentality thereof, for
inspection by the Investor, its counsel, any Underwriter participating in any
disposition pursuant to a Registration Statement and any attorney, accountant or
other professional retained by the Investor or such Underwriter (collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records") as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers and employees to supply all
information reasonably requested by any Inspectors in connection with the
Registration Statement. The Investor agrees that information obtained by it as a
result of such inspections which is conspicuously marked by the Company as
"Confidential" (not including any information obtained from a third party who is
not


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prohibited from providing such information by a contractual, legal or fiduciary
obligation to the Company) shall be deemed confidential and shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary in the reasonable opinion of the Inspectors to avoid or correct a
misstatement or omission in the Registration Statement or (ii) the disclosure or
release of such Records is requested or required pursuant to oral questions,
interrogatories, requests for information or documents or a subpoena or other
order from a court of competent jurisdiction or other authority; provided that
prior to any disclosure or release pursuant to clause (ii), the Inspectors shall
provide the Company with prompt notice of any such request or requirement so
that the Company may seek an appropriate protective order or waive such
Inspectors' obligation not to disclose such Records; and, provided further, that
if failing the entry of a protective order or the waiver by the Company
permitting the disclosure or release of such Records, the Inspectors, after
consulting with counsel, determine in good faith that it is necessary or
appropriate to disclose such Records, the Inspectors may disclose the Records.
The Investor agrees that such Records (not including any information obtained
from a third party who is not prohibited from providing such information by a
contractual, legal or fiduciary obligation to the Company) shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company or its Affiliates unless and until
such information is made generally available to the public. The Investor further
agrees that it will, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction or by other authority, give notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of the Records deemed confidential.

(h) In connection with an underwritten offering, the Company will furnish to the
Investor and to each Underwriter, if any, a signed counterpart, addressed to the
Investor and such Underwriter, of (1) such opinion or opinions of counsel to the
Company as may be required by an underwriting agreement in customary form and
(2) a comfort letter or comfort letters from the Company's independent auditors
in customary form and covering such matters of the type customarily covered by
comfort letters, as the Investor or the managing Underwriter therefor reasonably


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requests pursuant to an underwriting agreement in customary form. The Company
also agrees to provide such comfort letters or review letters from its
independent auditors and such opinions of counsel to the Company as are required
by the Financing Agreement.

(i) The Company will comply with all applicable rules and regulations of the
Commission, including, without limitation, compliance with applicable reporting
requirements under the Exchange Act, and will make available to its security
holders, as soon as reasonably practicable, an earning statement covering a
period of twelve (12) months, beginning within three (3) months after the
effective date of the Registration Statement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act.

(j) The Company shall take all steps necessary to enable the Investor to avail
itself of the prospectus delivery mechanism set forth in Rule 153 (or successor
thereto) under the Securities Act, if available.

The Company may require the Investor promptly to furnish in writing to the
Company such information regarding the intended methods of distribution of the
Registrable Securities as the Company may from time to time reasonably request
and such other information as may be legally required in connection with such
registration, including, without limitation, all such information as may be
requested by the Commission or the NASD or any state securities commission or
similar authority. If the Investor fails to provide such information requested
in connection with such registration within ten (10) business days after
receiving such written request, then the Company may cease pursuit of such
registration in respect of the Investor's Registrable Securities until such
information is provided.

The Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2.1(e) hereof, the
Investor will forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement until the Investor's receipt of the
copies of the supplemented or amended prospectus contemplated by
Section 2.1(e)(v) hereof, and, if so directed by the Company, the Investor will
deliver to the Company all copies, other than permanent file copies then in the
Investor's possession, of the most recent prospectus covering the Registrable
Securities at the time of receipt of such notice.


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SECTION 2.2 REGISTRATION EXPENSES. In connection with registration hereunder,
the Company shall pay the following registration expenses incurred in connection
therewith (the "Registration Expenses"): (i) all registration and filing fees,
(ii) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of a single firm of counsel in connection with
blue sky qualifications of the Registrable Securities), (iii) printing expenses,
(iv) the Company's internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), (v) the fees and expenses incurred in connection with the
listing or quotation of the Registrable Securities, (vi) fees and disbursements
of counsel for the Company and customary fees and expenses for independent
auditors retained by the Company (including the expenses of any (A) opinion
letters or costs associated with delivery by counsel to the Company of an
opinion letter or opinion letters or (B) comfort letters or review letters or
costs associated with the delivery by independent auditors of comfort letters or
review letters, in each case required by or contemplated by Section 2.1(h)
hereof), (vii) fees and expenses in connection with any approvals or filings
with the National Association of Securities Dealers, Inc. and (viii) the fees
and expenses of any special experts retained by the Company in connection with
such registration. The Company shall have no obligation to pay any underwriting
fees, discounts or commissions, or any transfer taxes attributable to the sale
of Registrable Securities, or the cost of any special audit required by the
Investor or any underwriter, such costs to be borne by the Investor.

                  ARTICLE III INDEMNIFICATION AND CONTRIBUTION

SECTION 3.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless the Investor, its partners, Affiliates, officers, directors,
employees and agents, and each Person or entity, if any, who controls the
Investor within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, together with the partners, Affiliates, officers, directors,
employees and agents of such controlling Person or entity (collectively, the
"Controlling Persons"), from and against any loss,


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claim, damage, liability, reasonable attorneys' fees, costs or expenses and
costs and expenses of investigating and defending any such claim (collectively,
"Damages"), and any action in respect thereof to which the Investor, its
partners, Affiliates, officers, directors, employees and agents, and any such
Controlling Person may become subject under the Securities Act or otherwise,
insofar as such Damages (or proceedings in respect thereof) arise out of, or are
based upon, any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or prospectus relating to the
Registrable Securities or any preliminary prospectus, or arise out of, or are
based upon, any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any prospectus or preliminary prospectus, in light of the
circumstances in which they were made) not misleading, except insofar as the
same are based upon information furnished in writing to the Company by the
Investor or an Underwriter expressly for use therein, and shall reimburse the
Investor, its partners, Affiliates, officers, directors, employees and agents,
and each such Controlling Person for any legal and other expenses reasonably
incurred by the Investor, its partners, Affiliates, officers, directors,
employees and agents, or any such Controlling Person in investigating or
defending or preparing to defend against any such Damages or proceedings as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such Damages arise out of or are based
upon an untrue statement or omission or alleged untrue statement or omission in
any prospectus if (x) such untrue statement or omission or alleged untrue
statement or omission is corrected in an amendment or supplement to such
prospectus and (y) having previously been furnished by or on behalf of the
Company with copies of such prospectus as so amended or supplemented, the
Investor thereafter fails to deliver such prospectus as so amended or
supplemented prior to the Person asserting the claim from which such Damages
arise. The Company also agrees to indemnify any Underwriters of the Registrable
Securities, their officers and directors and each Person who controls such
Underwriters on customary terms.

SECTION 3.2 INDEMNIFICATION BY THE INVESTOR. The Investor, agrees to indemnify
and hold harmless the Company, its partners, Affiliates, officers, directors,
employees and


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agents and each Person or entity, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
together with the partners, Affiliates, officers, directors, employees and
agents of such controlling Person, to the same extent as the foregoing indemnity
from the Company to the Investor, but only with reference to information related
to the Investor or its plan of distribution furnished in writing by the Investor
or on the Investor's behalf expressly for use in any registration statement or
prospectus relating to the Registrable Securities, or any amendment or
supplement thereto, or any preliminary prospectus. In case any action or
proceeding shall be brought against the Company or its partners, Affiliates,
officers, directors, employees or agents or any such controlling Person or its
partners, Affiliates, officers, directors, employees or agents, in respect of
which indemnity may be sought against the Investor, the Investor shall have the
rights and duties given to the Company, and the Company or its partners,
Affiliates, officers, directors, employees or agents, or such controlling
Person, or its partners, Affiliates, officers, directors, employees or agents,
shall have the comparable rights and duties given to the Investor by Section
3.1. The Company shall be entitled to receive indemnities on customary terms
from Underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, to the same extent as
provided above, with respect to information so furnished in writing by such
persons specifically for inclusion in any prospectus or the Registration
Statement.

SECTION 3.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by
any person or entity in respect of which indemnity may be sought pursuant to
Section 3.1 or 3.2 (an "Indemnified Party") of notice of any claim or the
commencement of any action, the Indemnified Party shall, if a claim in respect
thereof is to be made against the Person against whom such indemnity may be
sought (an "Indemnifying Party"), notify the Indemnifying Party in writing of
the claim or the commencement of such action; in the event an Indemnified Party
shall fail to give such notice as provided in this Section 3.3 and the
Indemnifying Party to whom notice was not given was unaware of the proceeding to
which such notice would have related and was materially prejudiced by the
failure to give such notice, the indemnification provided for in Sections 3.1 or
3.2 shall be reduced to the


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extent of any actual prejudice resulting from such failure to so notify the
Indemnifying Party; provided, that the failure to notify the Indemnifying Party
shall not relieve it from any liability that it may have to an Indemnified Party
otherwise than under Section 3.1 or 3.2. If any such claim or action shall be
brought against an Indemnified Party, the Indemnifying Party shall be entitled
to participate therein, and, to the extent that it wishes, jointly with any
other similarly notified Indemnifying Party, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the
defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided that the Indemnified Party shall
have the right to employ separate counsel to represent the Indemnified Party and
its controlling persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, but the fees and expenses of such counsel shall be for the
account of such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(ii) such Indemnified Party concludes that representation of both parties by the
same counsel would be inappropriate due to actual or potential conflicts of
interest with the Company, it being understood, however, that the Indemnifying
Party shall not, in connection with any one such claim or action or separate but
substantially similar or related claims or actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for any Indemnified Parties or for fees
and expenses that are not reasonable. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party unless such settlement includes an
unconditional release of each such Indemnified Party from all Damages arising
out of such claim or proceeding and such settlement does not admit or constitute
an


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admission of fault, guilt or culpability on the part of any such Indemnified
Party. Whether or not the defense of any claim or action is assumed by an
Indemnifying Party, such Indemnifying Party will not be subject to any liability
for any settlement made without its consent, which consent will not be
unreasonably withheld.

SECTION 3.4 CONTRIBUTION. If for any reason the indemnification provided for in
this Article III is unavailable to the Indemnified Parties in respect of any
Damages referred to herein, then each Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Damages (i) as between the
Company and the Investor, on the one hand, and the Underwriters, on the other
hand, in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Investor, on the one hand, and the Underwriters,
on the other hand, from the offering of the Registrable Securities, or if such
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits but also the relative
fault of the Company and the Investor, on the one hand, and of the Underwriters,
on the other hand, in connection with the statements or omissions that resulted
in such Damages, as well as any other relevant equitable considerations, and
(ii) as between the Company, on the one hand, and the Investor, on the other
hand, in such proportion as is appropriate to reflect the relative fault of the
Company and of the Investor in connection with such statements or omissions, as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Investor, on the one hand, and the Underwriters,
on the other hand, shall be deemed to be in the same proportion as the total
proceeds from the offering (net of underwriting discounts and commissions but
before deducting expenses) received by the Company and the Investor bear to the
total underwriting discounts and commissions received by the Underwriters, in
each case as set forth in the table on the cover page of the prospectus. The
relative fault of the Company and the Investor, on the one hand, and of the
Underwriters, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Investor or by the Underwriters. The
relative fault of the


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Company, on the one hand, and of the Investor, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such party, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

The Company and the Investor agree that it would not be just and equitable if
contribution pursuant to this Section 3.4 were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Party as a result of the Damages referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, 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 3.4, the
Investor shall in no event be required to contribute any amount in excess of the
net profit, if any, realized by the Investor from resales of the Registrable
Securities (after giving effect to underwriting discounts and commissions
payable in connection with an underwritten offering). 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. In connection with an underwritten
offering, in the event of an inconsistency between the terms of this Article III
and the terms of the underwriting agreement entered into among the Company, the
Investor and the underwriter, the terms of such underwriting agreement shall
control.

                            ARTICLE IV MISCELLANEOUS

SECTION 4.1 TERM. The registration rights provided to the holders of Registrable
Securities hereunder shall terminate on such date as there shall be no
Registrable Securities; provided, however, that the provisions of Article IV
hereof shall survive any termination of this Agreement. The


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Company may terminate this Agreement prior to the issuance of any Registrable
Securities at such time as the Financing Agreement is terminated.

SECTION 4.2 RULE 144. The Company covenants that it will file all reports
required to be filed by it under the Securities Act and the Exchange Act and
that it will take such further action as registered holders of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable the Investor to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144, as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. If at any time the Company is
not required to file such reports, it will, upon the reasonable request of any
registered holder of Registrable Securities, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144, within
the limitations of the exemption provided thereby. Upon the request of the
Investor, the Company will deliver to the Investor a written statement as to
whether it has complied with such requirements.

SECTION 4.3 RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS. If, and to the
extent, reasonably requested by the managing Underwriter or Underwriters in the
case of an underwritten public offering, that includes Registrable Securities as
contemplated by Section 2.1, the Company agrees and shall use best efforts to
cause its Affiliates to agree not to effect any public sale or distribution of
any securities similar to those being registered in accordance with Section 2.1
hereof, or any securities convertible into or exchangeable or exercisable for
such securities, during the thirty (30) days prior to, and during the period
beginning on the effective date of the Registration Statement (except as part of
the Registration Statement) until all of the Registrable Securities offered
thereunder have been sold pursuant to such underwritten public offering,
provided, however, that such period shall not exceed ninety (90) days.

SECTION 4.4 AMENDMENT AND MODIFICATION. Any provision of this Agreement may be
waived, provided that such waiver is set forth in a writing executed by the
party against whom the enforcement of such waiver is sought. The provisions of
this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers


                                       15
<PAGE>

or consents to departures from the provisions hereof may not be given, unless
the Company has obtained the written consent of the Investor. No course of
dealing between or among any Persons having any interest in this Agreement will
be deemed effective to modify, amend or discharge any part of this Agreement or
any rights or obligations of any Person under or by reason of this Agreement.

SECTION 4.5 SUCCESSORS AND ASSIGNS; ENTIRE AGREEMENT. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns; provided, however,
that the benefits and right contemplated hereunder to be provided to any holder
of Registrable Securities shall be limited to the registered holder thereof. The
Investor may assign its rights under this Agreement to any subsequent holder of
the Registrable Securities, provided that the Company shall have the right to
require any such subsequent holder of the Registrable Securities to execute a
counterpart of this Agreement as a condition to such holder's claim to any
rights hereunder. This Agreement, together with the Financing Agreement, sets
forth the entire agreement and understanding between the parties as to the
subject matter hereof and thereof and merges and supersedes all prior
discussions, agreements and understandings (written or oral) of any and every
nature between them with respect to such subject matter.

SECTION 4.6 SEPARABILITY. In the event that any provision of this Agreement or
the application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this Agreement shall not be affected except to the extent necessary to delete
such illegal, invalid or unenforceable provision unless that provision held
invalid shall substantially impair the benefits of the remaining portions of
this Agreement.

SECTION 4.7 NOTICES. All notices, demands, requests, consents, approvals or
other communications required or permitted to be given hereunder or that are
given with respect to this Agreement shall be in writing and shall be personally
served or deposited in the mail, registered or certified, return receipt
requested, postage prepaid, or delivered by reputable air courier service with
charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
addressed as set forth below, or to such other address as such party shall have
specified most


                                       16
<PAGE>

recently by written notice: (i) if to the Company to: Corixa Corporation, 1124
Columbia Street, Seattle WA 98104, Attention: Michelle Burris, Sr. Vice
President and Chief Financial Officer; Facsimile No.: 206-754-5994 with copies
(which shall not constitute notice) to: Orrick, Herrington & Sutcliffe LLP, 719
Second Avenue, Suite 900, Seattle, WA 98105, Attn: Stephen M Graham and Alan C.
Smith; Facsimile No.: 206-839-4301; and (ii) if to the Investor, BNY Capital
Markets, Inc., 32 Old Slip (15th Floor), New York, NY 10286, Attention: Raymond
Lang, Managing Director; Facsimile No.: 212-804-5052, with copies (which shall
not constitute notice) to: Latham & Watkins, 885 Third Avenue, Suite 1000, New
York, New York 10022, Attention: Robert A. Zuccaro; Facsimile No.: 212-751-4864.
Notice shall be deemed given on the date of service or transmission if
personally served or transmitted by telegram, telex or facsimile before the
close of business on such date and on the next business day if not served or
transmitted by the close of business on such date. Notice otherwise sent as
provided herein shall be deemed given on the third business day following the
date mailed or on the next business day following delivery of such notice by a
reputable air courier service.

SECTION 4.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF.


SECTION 4.9 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they
affect their meaning, construction or effect.

SECTION 4.10 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original instrument, and all of which together
shall constitute one and the same instrument.

SECTION 4.11 FURTHER ASSURANCES. Each party shall cooperate and take such action
as may be reasonably requested by the other party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.


                                       17
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by the undersigned, thereunto duly authorized, as of the date first set forth
above.


CORIXA CORPORATION

By: /s/ MICHELLE BURRIS
   -----------------------------------------
   Name:   Michelle Burris
   Title:  Senior Vice President
           and Chief Financial Officer

BNY CAPITAL MARKETS, INC.

By:
   -----------------------------------------
   Name:
   Title:


<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by the undersigned, thereunto duly authorized, as of the date first set forth
above.


CORIXA CORPORATION

By:
   -----------------------------------------
   Name:
   Title:


BNY CAPITAL MARKETS, INC.

By: /s/ WESLEY PRITCHETT
   -----------------------------------------
   Name:   Wesley Pritchett
   Title:  Managing Director


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