<PAGE>
         [Form of Warrant issued by Corixa Corporation to Employees of
                  Shoreline Pacific, LLC on December 3, 2001]

        THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE
        SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
        VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
        SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
        REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
        SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE
        NOT REQUIRED.


WARRANT NO. _______                          DATE OF ISSUANCE: December 3, 2001


                           WARRANT TO PURCHASE SHARES
                               OF COMMON STOCK OF

                               CORIXA CORPORATION

        This Warrant is issued to [             ] ("Holder"), pursuant to the
engagement letter dated October 4, 2001 (the "Engagement Letter") between Corixa
Corporation, a Delaware corporation ("Corixa" or the "Company"), and Shoreline
Pacific, LLC.

        1.     EXERCISE OF WARRANT.

               (a) Method of Exercise. Subject to the terms and conditions
herein set forth, upon surrender of this Warrant at the principal office of
Corixa and upon payment of the purchase price by wire transfer to Corixa or
cashiers check drawn on a United States bank made to the order of Corixa or
exercise of the right to credit the Warrant Price (as defined in Section 1(d))
against the fair market value of the Warrant Stock (as defined below) at the
time of exercise (the "Net Exercise Right") pursuant to Section 1(b), Holder is
entitled to purchase from Corixa, at any time after the end of the Determination
Period (as defined below) and on or before December 3, [2006][2007][2008], that
number of fully paid and non-assessable shares of Corixa Common Stock, par value
$0.001 per share ("Warrant Stock"), set forth in Subsection 1(c). Subject to
adjustment as hereinafter provided, the purchase price of one share of Warrant
Stock (or such securities as may be substituted for one share of Warrant Stock
pursuant to the provisions hereinafter set forth) shall be the Warrant Price.

               (b) Net Exercise Right. If the Company shall receive written
notice from the holder of this Warrant at the time of exercise of this Warrant
that the holder elects to exercise Holder's Net Exercise Right, Corixa shall
deliver to such holder (without payment by the Holder of any exercise price of
any cash or other consideration) that number of shares of fully paid and
nonassessable Common Stock equal to the quotient obtained by dividing (x) the
value of this Warrant (or the specified portion thereof) on the date of
exercise, which value shall be determined by subtracting (1) the aggregate
Warrant Price of the Warrant Stock immediately prior to the exercise of this
Warrant from (2) the aggregate fair market value of the Warrant Stock issuable
upon exercise of this Warrant (or specified portion thereof) on the date of
exercise by (y) the fair market



<PAGE>
value of one share of Common Stock on the date of exercise. For purposes of
this Section 1(b), "fair market value" of a share of Common Stock shall mean the
average of the fifteen closing prices of the Common Stock on each of the fifteen
trading days immediately prior to the date of exercise as reported by the Nasdaq
National Market or such other principal exchange or quotation system on which
the Common Stock is then traded. For purposes of this Warrant, shares issued
pursuant to the Net Exercise Right shall be treated as if they were issued upon
the exercise of this Warrant.

               (c) Number of Shares Subject to Warrant. Subject to Section 1(a),
this Warrant is exercisable for [               ] shares of Common Stock.

               (d) Price of Shares Subject to Warrant. The "Warrant Price" shall
be equal to [$15.49 per share][the average of the thirty closing prices of the
Common Stock for the period (the "Determination Period") beginning fifteen
trading days prior to December 3, 2002 and ending fourteen trading days after
December 3, 2002, as reported by the Nasdaq National Market or such other
principal exchange or quotation system on which the Common Stock is then
traded][the average of the thirty closing prices of the Common Stock for the
period (the "Determination Period") beginning fifteen trading days prior to
December 3, 2003 and ending fourteen trading days after December 3, 2003, as
reported by the Nasdaq National Market or such other principal exchange or
quotation system on which the Common Stock is then traded].

        2.     CERTAIN ADJUSTMENTS.

               (a) Mergers or Consolidations. If at any time after the date
hereof there shall be a capital reorganization (other than a combination or
subdivision of Warrant Stock otherwise provided for herein), or a merger or
consolidation of Corixa with another corporation (other than a merger with
another corporation in which Corixa is a continuing corporation and which does
not result in any reclassification or change of outstanding securities issuable
upon exercise of this Warrant), then, as a part of such reorganization, merger
or consolidation, lawful provision shall be made so that Holder shall thereafter
be entitled to receive upon exercise of this Warrant, during the period
specified in this Warrant and upon payment of the Warrant Price or exercise of
the Net Exercise Right, the number of shares of stock or other securities or
property of Corixa or the successor corporation resulting from such
reorganization, merger or consolidation, to which a holder of the Common Stock
deliverable upon exercise of this Warrant would have been entitled under the
provisions of the agreement in such reorganization, merger or consolidation if
this Warrant had been exercised immediately before that reorganization, merger
or consolidation. In any such case, appropriate adjustment (as determined in
good faith by Corixa's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of
Holder after the reorganization, merger or consolidation to the end that the
provisions of this Warrant (including adjustment of the Warrant Price then in
effect and the number of shares of Warrant Stock) shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

               (b) Splits and Subdivisions; Dividends. In the event Corixa
should at any time or from time to time fix a record date for the effectuation
of a split or subdivision of the outstanding shares of Common Stock or the
determination of the holders of Common Stock entitled to receive a dividend or
other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional




                                      -2-
<PAGE>

shares of Common Stock (hereinafter referred to as the "Common Stock
Equivalents") without payment of any consideration by such holder for the
additional shares of Common Stock or Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such distribution, split or
subdivision if no record date is fixed), the per share Warrant Price shall be
appropriately decreased and the number of shares of Warrant Stock shall be
appropriately increased in proportion to such increase (or potential increase)
of outstanding shares.

               (c) Combination of Shares. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, the per share Warrant
Price shall be appropriately increased and the number of shares of Warrant Stock
shall be appropriately decreased in proportion to such decrease in outstanding
shares.

               (d) Adjustments for Other Distributions. In the event Corixa
shall declare a distribution payable in securities of other persons, evidences
of indebtedness issued by Corixa or other persons, assets (excluding cash
dividends paid out of net profits) or options or rights not referred to in
Section 2(b), then, in each such case for the purpose of this Section 2(d), upon
exercise of this Warrant the holder hereof shall be entitled to a proportionate
share of any such distribution as though such holder was the holder of the
number of shares of Common Stock of Corixa into which this Warrant may be
exercised as of the record date fixed for the determination of the holders of
Common Stock of Corixa entitled to receive such distribution.

        3.     NO FRACTIONAL SHARES. No fractional shares of Warrant Shares will
be issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would otherwise be issuable, Corixa shall pay cash equal
to the product of such fraction multiplied by the closing price of one share of
Warrant Stock as reported on the Nasdaq National Market on the date of exercise.

        4.     NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any
portion of this Warrant, Holder shall not have nor exercise any rights by virtue
hereof as a stockholder of Corixa (including without limitation the right to
notification of stockholder meetings or the right to receive any notice or other
communication concerning the business and affairs of Corixa).

        5.     RESERVATION OF STOCK. Corixa covenants that during the period
this Warrant is exercisable, Corixa will reserve from its authorized and
unissued Common Stock a sufficient number of shares of Common Stock (or other
securities, if applicable) to provide for the issuance of Warrant Stock (or
other securities) upon the exercise of this Warrant. Corixa agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Stock upon the exercise of this Warrant.

        6.     EXERCISE OF WARRANT.

               (a) Procedural Requirements. Subject to Section 6(b), this
Warrant may be exercised by the holder hereof, in whole or in part, by the
surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit
A duly completed and executed on behalf of the holder




                                      -3-
<PAGE>

hereof, at the principal office of Corixa together with payment in full of the
Warrant Price then in effect or exercise of the Net Exercise Right with respect
to the number of shares of Warrant Stock as to which the Warrant is being
exercised. The Warrant Price shall be paid by wire transfer to Corixa or
cashiers check drawn on a United States bank made to the order of Corixa or by
exercise of the Net Exercise Right pursuant to Section 1(b). This Warrant shall
be deemed to have been exercised immediately prior to the close of business on
the date of its surrender for exercise as provided above, and the person
entitled to receive the Warrant Stock issuable upon such exercise shall be
treated for all purposes as the holder of such shares of record as of the close
of business on such date. As promptly as practicable on or after such date and
in any event within twenty (20) days thereafter, Corixa at its expense shall
cause to be issued and delivered to the person or persons entitled to receive
the same a certificate or certificates for the number of full shares of Warrant
Stock issuable upon such exercise, together with cash in lieu of any fraction of
a share as provided above. The shares of Warrant Stock issuable upon exercise
hereof shall, upon their issuance, be fully paid and nonassessable. In the event
that this Warrant is exercised in part, Corixa at its expense will execute and
deliver a new Warrant of like tenor exercisable for the number of shares for
which this Warrant may then be exercised.

        7.     CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price or number
or type of securities issuable upon exercise of this Warrant is adjusted, as
herein provided, Corixa shall, at its expense, promptly deliver to the record
holder of this Warrant a certificate of an officer of Corixa setting forth the
nature of such adjustment and showing in detail the facts upon which such
adjustment is based.

        8.     REPRESENTATIONS OF HOLDER. Holder hereby represents and warrants
to the Company as follows:

               (a) PURCHASE ENTIRELY FOR OWN ACCOUNT. Holder acknowledges that
this Warrant is given to Holder in reliance upon Holder's representation to the
Company, which by its acceptance of this Warrant, Holder hereby confirms, that
the Warrant and the Warrant Stock (collectively, the "Securities") being
acquired by Holder are being acquired for investment for Holder's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that Holder has no present intention of selling, granting
any participation in, or otherwise distributing the same. By executing this
Warrant, Holder further represents that Holder does not presently have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Securities. Holder represents that it has full power and
authority to enter into this Agreement. Holder has not been formed for the
specific purpose of acquiring any of the Securities.

               (b) DISCLOSURE OF INFORMATION. Holder has been furnished with all
information that he/she/it deems necessary to evaluate the merits and risks of
the Securities. Holder has been afforded the opportunity to ask questions and
receive answers concerning the Securities and the Company and to obtain any
additional information from the Company that he/she/it deems necessary to verify
the accuracy of the information he/she/it has obtained regarding the Securities
and the Company.

               (c) RESTRICTED SECURITIES. Holder understands that the Securities
have not been, and will not be, registered under the Securities Act, by reason
of a specific exemption from the




                                      -4-
<PAGE>

registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of
Holder's representations as expressed herein. Holder understands that the
Securities are "restricted securities" under applicable U.S. federal and state
securities laws and that, pursuant to these laws, Holder must hold the
Securities indefinitely unless they are registered with the Securities and
Exchange Commission and qualified by state authorities, or an exemption from
such registration and qualification requirements is available. Holder further
acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Securities,
and on requirements relating to the Company which are outside of Holder's
control, and which the Company is under no obligation and may not be able to
satisfy.

               (d) ACCREDITED INVESTOR; FINANCIAL STATUS. Holder is either (i)
an accredited investor as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act or (ii) (either alone or with the assistance of
professional advisors) a sophisticated investor and is able to fend for
his/her/itself in the transaction contemplated by the Engagement Letter relating
to the Securities. The Registered Holder is in a financial position to hold the
Securities for an indefinite period of time and withstand a complete loss of
his/her/its investment in the Securities.

               (e) INVESTOR/REGISTRATION STATEMENT QUESTIONNAIRE AND AGREEMENT.
The Investor/Registration Statement Questionnaire and Agreement (the
""Questionnaire"") completed in connection with the issuance of this Warrant and
the registration of the Warrant Stock is accurate and complete in all respects.
Holder acknowledges that the information provided in the Questionnaire will be
included in the registration statement for the Warrant Stock.

        9.     TRANSFER RESTRICTIONS.

               (a) UNREGISTERED SECURITY. The holder of this Warrant
acknowledges that this Warrant and the Warrant Stock have not been registered
under the Securities Act of 1933, as amended (the "1933 Act") and agrees not to
sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this
Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an
effective registration statement under the 1933 Act as to this Warrant or such
Warrant Stock and registration or qualification of this Warrant or such Warrant
Stock under any applicable U.S. federal or state securities law then in effect
or (ii) an opinion of counsel, satisfactory to Corixa, that such registration
and qualification are not required. Each certificate or other instrument for
Warrant Stock issued upon the exercise of this Warrant shall bear a legend
substantially to the foregoing effect. The Company has agreed to register the
resale of the Warrant Stock in a registration statement filed in connection with
the Company's equity line financing transaction, which closed on December 3,
2001.

               (b) NO TRANSFER. This Warrant is not transferable without the
Company's prior written consent; provided, however, such consent shall not be
required in connection with the transfer by the Holder of such Warrant (but only
with all related obligations) to an employee of the Holder, provided that (w)
such transfer complies with Subsection 9(a), (x) written notice (in the form of
Exhibit B as attached hereto) is provided to the Company at least five (5)
business days prior to any such transfer, (y) a minimum of 1,000 shares of
Warrant Stock are transferred in each instance, and (z) immediately following
such transfer the further disposition of such Warrant Stock




                                      -5-
<PAGE>

by the transferee is restricted under the 1933 Act and the transferee agrees in
writing to be bound by all of the provisions of this Warrant.

        10.    REPLACEMENT OF WARRANTS. On receipt of evidence reasonably
satisfactory to Corixa of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft, destruction or mutilation of
this Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to Corixa or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, Corixa at its expense
will execute and deliver, in lieu thereof, a new Warrant of like tenor.

        11.    MARKET STANDOFF.

               (a) Holder hereby agrees that, during the period of duration (up
to, but not exceeding, 90 days) specified by Corixa and an underwriter of Common
Stock or other securities of Corixa, following the effective date of a
registration statement of Corixa filed under the 1933 Act, it shall not, to the
extent requested by Corixa and such underwriter, directly or indirectly sell,
offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any securities of Corixa held by it at
any time during such period except Common Stock included in such registration.

               (b) In order to enforce the foregoing covenant, Corixa may impose
stop-transfer instructions with respect to the securities held by Holder until
the end of such period, and Holder agrees that, if so requested, Holder will
execute an agreement in the form provided by the underwriter containing terms
which are essentially consistent with the provisions of this Section 11.

        12.    NO IMPAIRMENT. Corixa will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.

        13.    TERMINATION. This Warrant (and the right to purchase Warrant
Stock upon exercise hereof) shall terminate on December 3, 2006.

        14.    SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or Sunday or shall be a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a Saturday, Sunday or legal holiday.

        15.    EXCHANGE ACT FILINGS. Holder agrees and acknowledges that it
shall have sole responsibility for making any filings with the U.S. Securities
and Exchange Commission pursuant to Sections 13 and 16 of the Securities
Exchange Act of 1934, as amended, as a result of its acquisition of this Warrant
and the Warrant Stock (collectively, the "Securities") and any future retention
or transfer thereof.




                                      -6-
<PAGE>

        16.    NO LEGAL, TAX OR INVESTMENT ADVICE. Holder understands that
nothing in this Agreement or any other materials presented to Holder in
connection with the acquisition of the Securities constitutes legal, tax or
investment advice. Holder has consulted such legal, tax and investment advisors
as it, in its sole discretion, has deemed necessary or appropriate in connection
with its acquisition of the Securities.

        17.     MISCELLANEOUS. This Warrant shall be governed by the laws of the
state of Delaware. The headings in this Warrant are for purposes of convenience
and reference only, and shall not be deemed to constitute a part hereof. Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by Corixa and the
Holder. All notices and other communications from Corixa to the holder of this
Warrant shall be sufficient if in writing and sent by registered or certified
mail, domestic or international courier, or facsimile, return receipt requested,
postage or courier charges prepaid, to the address furnished to Corixa in
writing by Holder. All such notices and communications shall be effective if
delivered (i) personally, (ii) by facsimile transmission (receipt verified),
(iii) by registered or certified mail (return receipt requested), postage
prepaid, or (iv) sent by express courier service (receipt verified), and in each
case if to Corixa, with a copy to Stephen Graham, Orrick Herrington & Sutcliffe
LLP, 719 Second Avenue, Suite 900, Seattle, WA 98104. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provisions.





                                      -7-
<PAGE>

        IN WITNESS WHEREOF, this Common Stock Purchase Warrant is issued
effective as of this 3rd day of December, 2001.

                                        CORIXA CORPORATION

                                        By:_____________________________________
                                            Steven Gillis
                                            Chairman and Chief Executive Officer

                                        ACKNOWLEDGED AND AGREED:

                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________









                        SIGNATURE PAGE TO THE WARRANT TO
                         PURCHASE SHARES OF COMMON STOCK


<PAGE>

                                    EXHIBIT A

                          NOTICE OF INTENT TO EXERCISE
                  (To be signed only upon exercise of Warrant)



To:   CORIXA CORPORATION

The undersigned, the Holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder, _________________________________________ (_____________) shares of
Common Stock of Corixa Corporation and (choose one)

        ___  herewith makes payment of ___________________ Dollars ($__________)
             thereof

or

        ___  exercises Holder's Net Exercise Right pursuant to Section 1(b)
             thereof .


and requests that the certificates for such shares be issued in the name of, and
delivered to ________________________________, whose address is ________________
_____________________________________________________________________.



DATED: ______________


                                            ____________________________________
                                            (Signature must conform in all
                                            respects to name of Holder as
                                            specified on the face of the
                                            Warrant)



                                            ____________________________________

                                            ____________________________________
                                            (Address)


<PAGE>

                                    EXHIBIT B

                            NOTICE OF ASSIGNMENT FORM

        FOR VALUE RECEIVED, _________________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant with respect to the number of shares of Common Stock covered
thereby set forth below, to:


       NAME OF ASSIGNEE               ADDRESS/FAX NUMBER           NO. OF SHARES
       ----------------               ------------------           -------------





Dated:_________________                Signature:

                                       Witness: