##### 



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K/A
    (Amendment No. 1)
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2006
  Commission file number
    000-30681
  DENDREON CORPORATION
 (Exact name of registrant as
    specified in its charter)
  DELAWARE

22-3203193(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)3005 FIRST AVENUE,
    SEATTLE, WASHINGTON(Address of principal
    executive offices)

98121(Zip
    Code)   (206) 256-4545
    (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
   COMMON STOCK, $0.001 PAR VALUE
    PREFERRED STOCK PURCHASE RIGHTS
  Securities registered pursuant to Section 12(g) of the
    Act:
 none
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o   Rule 12b-2 o þ
      EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K




---



##### 



PART III
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    Name

Age

PositionMitchell H. Gold, M.D.


40


President and Chief Executive
    OfficerRichard F. Hamm, Jr.


47


Senior Vice President, Corporate
    Development, General Counsel and SecretaryGregory T. Schiffman


49


Senior Vice President, Chief
    Financial Officer and TreasurerDavid L. Urdal, Ph.D.


57


Senior Vice President and Chief
    Scientific OfficerRichard B. Brewer


55


Chairman of the Board of DirectorsSusan B. Bayh


46


DirectorGerardo Canet


61


DirectorBogdan Dziurzynski, D.P.A.


58


DirectorM. Blake Ingle, Ph.D.


64


DirectorRuth B. Kunath


55


DirectorDouglas G. Watson


62


Director   Mitchell H. Gold, M.D.
  Richard F. Hamm, Jr.
  Gregory T. Schiffman
  David L. Urdal, Ph.D.
 1




---



##### 



Richard B. Brewer
  Susan B. Bayh
  Gerardo Canet
  Bogdan Dziurzynski, D.P.A.
  M. Blake Ingle, Ph.D.
  Ruth B. Kunath
 2




---



##### 



Douglas G. Watson
  Audit
    Committee
  Regulation S-K.
  Stockholder
    Recommendations for Board Nominees
    Compensation
    Committee Interlocks and Insider Participation
    Code of
    Business Conduct
  http://investor.dendreon.com/governance.cfm.
  Section 16(a)
    Beneficial Ownership Reporting Compliance
      ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
  Objectives
    of our Compensation Programs
   3




---



##### 



Our
    Compensation Committee
    
    taking any and all actions which may be taken by our Board of
    Directors with respect to fixing the compensation level of
    officers and employees of our company;
    proposing the adoption, amendment and termination of stock
    option plans, stock appreciation rights plans, pension and
    profit sharing plans, and other similar programs
    (Compensation Plans);
    granting rights, participation and interests in Compensation
    Plans to eligible participants; and
    reviewing, advising and approving such other compensation
    matters as our Board of Directors may wish.          Design of
    Compensation Programs; Company Compensation Policies
   4




---



##### 



®
      Impact of
    Company and Individual Performance on Compensation
      
    preparation of and filing of our BLA for Provenge;
    achieving enrollment targets for our 9902B clinical trial for
    Provenge; and
    continued effective cash management.    Executive
    Compensation Components
   5




---



##### 




    cash base salary, which is reviewed on an annual basis;
    annual target bonus, which is determined each year based on set
    targets for company and individual performance; and
    short term incentives and long term incentives, which are
    primarily equity-based, and, in 2006, we have included
    performance acceleration for these awards to our named executive
    officers as well as time-vesting in one instance.  Base Salary.
    Annual Target Bonus.
  Short-term and long-term incentives.
      Perquisites and Other Elements of
    Compensation.
 6




---



##### 



Compensation
    of our Chief Executive Officer
    Agreements
    Governing Compensation
        Post-Termination
    Compensation and Benefits
    
    Severance generally:  2 3
    
    Severance payable within 12 months following a change of
    control    
    Severance payable in the event of other terminations (death
    or disability)   7




---



##### 




    280G benefits  gross-up
  Stock
    Ownership/Retention Guidelines
    Tax and
    Regulatory Considerations
        Compensation
    Committee Report(1)
  Regulation S-K Form 10-K/A Form 10-K
          (1)
    
    The material in this report is not soliciting
    material, is not deemed filed with the SEC,
    and is not to be incorporated by reference into any filing of
    the Company under the Securities Act of 1933, as amended, or the
    Exchange Act of 1934, as amended. 8




---



##### 



Summary
    Compensation Table
    Non-EquityStock


Option


Incentive Plan


All OtherName and Principal




Salary


Awards


Grants


Compensation


Compensation


TotalPosition

Year


($)


($)(1)


($)(2)


($)(3)


($)(4)


($)Mitchell H. Gold, M.D.
    President and Chief
    Executive Officer


2006


$
475,000


$
302,600


$
205,700


$
296,875


$
14,036


$
1,294,211Richard F. Hamm, Jr.
    Senior Vice
    President, Corporate
    Development, General
    Counsel and Secretary


2006



313,474



100,500



165,800



196,875



48,774



825,423Robert M. Hershberg,
    M.D., Ph.D.
    Senior Vice
    President, Chief
    Medical Officer(5)


2006



96,693



50,850



44,635



89,610



226,679



508,467Gregory Schiffman
    Senior Vice President
    and Chief Financial
    Officer(6)


2006



15,015



17,100















32,115David Urdal, Ph.D.
    Senior Vice
    President, Chief
    Scientific Officer


2006



375,000



85,100



51,500



187,500



7,413



706,513     (1)
    
    Amounts shown reflect the compensation cost recognized in 2006
    with respect to restricted stock awards granted in 2006 and
    prior fiscal years, as determined in accordance with
    FAS 123R (except that estimated forfeitures have been
    disregarded for this purpose). For additional information
    regarding our assumptions and methodologies, please see
    Note 9 of the Notes to Consolidated Financial Statements in
    our Annual Report on
    Form 10-K
    for the year ended December 31, 2006. These amounts reflect
    $134,000 and $40,200 in compensation cost attributable to the
    performance-based restricted stock awards granted in December
    2006 to Dr. Gold and to each of Mr. Hamm and
    Dr. Urdal, respectively.(2)
    
    Amounts shown reflect the compensation cost recognized in 2006
    with respect to stock option awards granted in 2006 and prior
    fiscal years, as determined in accordance with FAS 123R
    (except that estimated forfeitures have been disregarded for
    this purpose). For additional information regarding our
    assumptions and methodologies, please see Note 9 of the
    Notes to Consolidated Financial Statements in our Annual Report
    on Form 10-K
    for the year ended December 31, 2006. There were no
    forfeitures of stock options by the named executive officers
    during 2006, with the exception of Dr. Hershberg, who
    forfeited unexercised stock options following his departure from
    the Company in accordance with the terms of the applicable stock
    plan.(3)
    
    Amounts shown reflect the named executive officers annual
    bonuses. These amounts were recommended by the Compensation
    Committee and approved by our Board of Directors at its
    December 6, 2006 meeting and were paid in January 2007.(4)
    
    All Other Compensation amounts included in the Summary
    Compensation Table above include:  Insurance





Executive401(k) Employer


Premiums


Severance


Memberships


MiscellaneousName

Year


Match($)


(a)($)


(b)($)


(c)($)


(d)($)


Total($)M. Gold


2006


$
2,000


$
1,607






$
10,429






$
14,036R. Hamm


2006



2,000



2,561







2,787


$
41,425



48,773R. Hershberg


2006



2,000






$
224,025



654







226,679G. Schiffman


2006























D. Urdal


2006



2,000



3,684







343



1,386



7,413  9




---



##### 



(a)
    
    Consists of Executive Disability Insurance Premiums.(b)
    
    Represents the value of the severance payments provided to
    Dr. Hershberg in accordance with his employment agreement.(c)
    
    Consists of health and non-health club memberships.(d)
    
    Consists of Mr. Hamms final relocation assistance and
    other incidental benefits.  (5)
    
    Dr. Hershberg was appointed our Senior Vice President and
    Chief Medical Officer in January 2004, and served as Vice
    President of Strategic Product Development beginning in October
    2003. Dr. Hershbergs employment terminated with us on
    March 15, 2006. According to Dr. Hershbergs
    Executive Employment Agreement, effective as of the date of his
    termination all unvested stock awards and options grants were
    accelerated and a cash payment equal to 75% of his annual
    compensation and
    662/3%
    of his target bonus for 2006 was paid to him.(6)
    
    Mr. Schiffman joined Dendreon as our Senior Vice President
    and Chief Financial Officer on December 18, 2006.  Summary
    of Executive Employment Agreements and Compensatory
    Terms
      
    the alternation of an executives duties, responsibilities
    or title resulting in a significant diminution of position,
    duties, responsibilities or status with our company, or the
    reduction of the executives base salary, unless the base
    salaries of all other employees of our company at the same level
    or above are proportionately reduced; or
    the permanent transfer or assignment to any location that is
    more than fifty (50) miles from the location of the
    executives current principal office of employment.    Grants of
    Plan-Based Awards
  Stock Option Awards.
  Restricted Stock Awards.
 10




---



##### 




    40% of the shares were vested upon acceptance of our BLA by the
    FDA (which occurred on January 12, 2007); and
    60% will vest upon the approval of Provenge for
    commercialization by the FDA.      Grants Of
    Plan-Based Awards
    for Fiscal Year Ended December 31, 2006
  EstimatedFuturePayouts


Exercise orUnder Equity


Base Price


Grant Date FairIncentive


of Option


Value of Stock andGrant


Date of Board


Awards


Awards


Option AwardsName

Date


Action(1)


(#)


($/Sh)(2)


($)(3)Mitchell H. Gold, M.D.2000 Equity Plan (RSA)


1/19/06



12/13/05



56,250






$
309,4002000 Equity Plan (Option)


12/06/06







75,000


$
4.41



220,8002000 Equity Plan (RSA)(4)


12/06/06







112,500







198,500Richard F. Hamm, Jr.2000 Equity Plan (RSA)


1/19/06



12/13/05



16,875







92,8002000 Equity Plan (RSA)


3/24/06



3/10/06



25,756







112,6002000 Equity Plan (Option)


3/24/06



3/10/06



51,513


$
4.37



150,3002000 Equity Plan (Option)


12/06/06







22,500


$
4.41



66,2002000 Equity Plan (RSA)(4)


12/06/06







33,750







59,500Robert M. Hershberg, M.D., Ph.D.2000 Equity Plan (RSA)


1/19/06



12/13/05



11,250







50,900Gregory Schiffman2000 Equity Plan (RSA)


12/18/06



11/13/06



200,000







838,000David Urdal, Ph.D.2000 Equity Plan (RSA)


1/19/06



12/13/05



15,000







82,5002000 Equity Plan (Option)


12/06/06







22,500


$
4.41



66,2002000 Equity Plan (RSA)(4)


12/06/06







33,750







59,500     (1)
    
    Except as noted, the grant date and the date of action by our
    Board of Directors were the same date. For most equity awards,
    our Compensation Committee recommends a grant, pursuant to the
    terms of the applicable Compensation Plan, to be approved and
    granted by our Board of Directors as of the close of the market
    on the date of Board action. However, for certain annual grants
    to our named executive officers, the Compensation Committee has
    established a practice of setting the third Thursday of January
    as the actual grant date of these awards, which are recommended
    at the last meeting of the committee, and approved by the Board,
    before the relevant year-end.(2)
    
    In December 2006, our 2000 Plan and 2002 Plan were amended to
    change the fair market value determination for awards granted
    under the plans to the closing sales price as of the date of
    approval by our Board of Directors. Previously, the fair market
    value determination under the plans used the closing sales price
    as of the last market trading day prior to the date of grant by
    the Board of Directors.(3)
    
    We determine the grant-date fair value of our stock-based
    payment awards using the Black-Scholes-Merton option valuation
    model. We recognize compensation expense for our stock-based
    payment awards on the accelerated method over the requisite
    service period of the entire award, unless the awards are
    subject to other conditions, in which case we recognize
    compensation expense over the requisite service period of each
    separate vesting tranche. Restricted stock awards granted
    generally vest over a four year period, however in 2006 we
    granted restricted stock awards with performance conditions to
    all employees. On January 12, 2007, vesting for
    40 percent of the shares accelerated upon acceptance of our
    BLA by the FDA and the balance will vest upon the approval of
    Provenge for commercialization by 11




---



##### 



the FDA. In accordance with SFAS 123R, we have considered
    the probability of achieving each acceleration provision and
    recorded compensation expense based upon our assessment of
    accomplishing each provision. The assumptions used to determine
    these amounts are discussed in Note 9 of the Notes to
    Consolidated Financial Statements in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006.  (4)
    These restricted stock grants provided for 40% vesting upon
    acceptance by the FDA of our BLA for Provenge, which occurred in
    January 2007, and for the remaining 60% to vest upon the
    approval of commercialization of Provenge by the FDA.  Outstanding
    Equity Awards at Fiscal Year-end
    Stock AwardsEquityEquity


Incentive PlanIncentive Plan


Awards:Awards:


Market orOption Awards


Number of


Payout ValueNumber of


Number of








Unearned


of UnearnedSecurities


Securities








Shares, Units


Shares, UnitsUnderlying


Underlying








or Other


or OtherUnexercised


Unexercised


Option





Rights That


Rights ThatOptions


Options


Exercise


Option


Have Not


Have Not(#)


(#)


Price


Expiration


Vested


VestedName

Exercisable


Unexercisable


($)(1)


Date


(#)


($)Mitchell H. Gold, M.D.


65,000






$
9.25



5/10/201116,000







4.95



2/27/2012100,000







2.21



7/3/2012100,000







5.74



1/1/2013250,000







7.56



12/10/2013150,000







9.77



12/8/201428,125



84,375
(2)


5.45



12/13/201575,000
(3)


4.41



12/06/201656,250
(4)112,500
(5)

$
507,800Richard F. Hamm, Jr.


100,000







12.12



11/8/201415,000







9.77



12/8/20148,438



25,312
(2)


5.45



12/13/201551,513
(6)


4.37



03/24/201622,500
(3)


4.41



12/06/201616,875
(4)25,756
(7)33,750
(5)


264,900Gregory Schiffman


















200,000
(8)


838,000David Urdal, Ph.D.


75,000







14.06



12/14/2010110,000







4.95



02/27/2012100,000







5.74



01/01/201330,000







7.56



12/10/201350,000







9.77



12/08/20147,500



22,500
(2)


5.45



12/13/201522,500
(3)


4.41



12/06/201615,000
(4)33,750
(5)


142,000     (1)
    
    Effective December 6, 2006 the exercise price of option
    grants was changed to be the closing price on Nasdaq on the date
    of grant. Previously, the fair market value determination under
    the plans used the closing sales price as of the last market
    trading day prior to the date of grant. 12




---



##### 



(2)
    
    Service-based stock options granted December 13, 2005 vest
    at a rate of 25% on the first year anniversary and
    1/36th monthly
    thereafter, assuming continued employment.(3)
    
    Service-based stock options granted December 6, 2006 vest
    at a rate of 25% on the first year anniversary and
    1/36th monthly
    thereafter, assuming continued employment.(4)
    
    Service-based restricted stock awards granted January 19,
    2006 vest at a rate of 25% on the first year anniversary and
    6.25% quarterly thereafter, assuming continued employment.(5)
    
    Performance-based restricted stock awards granted
    December 6, 2006 were scheduled to vest 40% upon the
    acceptance by the FDA of our BLA for Provenge and the balance to
    vest upon the FDAs approval of Provenge for commercial
    sale, assuming continued employment. We received notice from the
    FDA on January 12, 2007 that the BLA for Provenge was
    accepted and 40% of the award vested on that date.(6)
    
    Mr. Hamms stock options granted March 24, 2006
    vest 25% on the first year anniversary and 1/36th monthly
    thereafter, or, if earlier, 100% on the FDAs approval of
    Provenge for commercial sale, assuming continued employment.(7)
    
    Mr. Hamms restricted stock award granted
    March 24, 2006 vests 25% on the first year anniversary and
    6.25% quarterly thereafter, or, if earlier, 100% on the
    FDAs approval of Provenge for commercial sale, assuming
    continued employment.(8)
    
    Mr. Schiffmans new hire service-based restricted
    stock award granted December 18, 2006 vests 25% on the
    first year anniversary and 6.25% quarterly thereafter, assuming
    continued employment  Option
    Exercises and Stock Vested
    Potential
    Payments upon Termination
    
    termination without cause, or constructive (good
    reason) termination;
    termination without cause, or constructive termination, in
    either case within twelve months after a change in control;
    upon an executives disability; or
    in the event of the executives death.  Termination
    Scenario Summary Tables
   13




---



##### 



Potential
    Payments on Termination (without cause or following
    change-in-control)
    As of Year Ended December 31, 2006(1)
  Termination Without Cause(2)


Termination Following
    Change-in-Control(3)Estimated











EstimatedEstimated


value of








Estimated


value ofvalue of


accelerated








value of


acceleratedcontinued


stock








continued


stockhealth care


options and








health care


options andbenefits and


restricted








benefits and


restrictedName of

Cash


outplacement


stock





Cash


outplacement


stockExecutive

Payments


assistance


awards





Payments(7)


assistance


awardsOfficer

($)(4)


($)(5)


($)(6)


Total($)


($)


($)(5)


($)(6)


Total($)Mitchell H. Gold, M.D.

$
750,000


$
33,500


$
611,600


$
1,395,100


$
1,250,000


$
33,500


$
611,600


$
1,895,100Richard F. Hamm, Jr.


356,600



33,500



330,500



720,600



658,400



33,500



330,500



1,022,400Gregory Schiffman


360,000



33,500



820,900



1,220,400



684,000



33,500



820,900



1,538,400David Urdal, Ph.D.


398,400



33,500



172,300



604,200



744,500



33,500



172,300



950,400     (1)
    
    This table provides information for each continuing named
    executive officer. All references to base salary and annual
    target bonus refer to the amounts described above under
    Summary of Executive Employment Agreements and
    Compensatory Terms.(2)
    
    If we terminate the executive without cause, or the executive
    resigns for good reason as defined in his executive employment
    agreement (as described above), the executive will be entitled
    to receive the compensation as shown in the table.(3)
    
    If we terminate the executives employment without cause,
    or if the executive resigns for good reason as defined in his
    executive employment agreement, in either case within twelve
    months following a change of control, then the executive will be
    entitled to receive in lieu of other termination compensation
    the amounts listed as shown in the table, plus any accrued but
    not yet paid salary, and the cash value of accrued vacation
    benefits.(4)
    
    Cash payments to Dr. Gold consist of a lump sum severance
    payment in an amount equal to one hundred percent of his then
    current base salary and one hundred percent of the target annual
    bonus payable for the then calendar year. Cash payments to
    Dr. Urdal, Mr. Schiffman and Mr. Hamm consist of
    a lump sum severance payment in an amount equal to seventy five
    percent of their then current base salary and seventy-five
    percent of the amount of the target annual bonus payable for the
    then calendar year.(5)
    
    The estimated value of continued benefits and outplacement
    assistance provided to Dr. Gold, Dr. Urdal,
    Mr. Schiffman and Mr. Hamm consists of up to $10,000
    for outplacement services, and continuation of all health
    benefits in effect on the termination date for a period of up to
    18 months.(6)
    
    Estimated value of accelerated vesting of stock options and
    restricted stock awards held by Dr. Gold, Dr. Urdal,
    Mr. Schiffman and Mr. Hamm represents the unamortized
    expense as calculated in accordance with FAS123R.(7)
    
    Cash payments to Dr. Gold consist of a lump sum severance
    payment in an amount equal to two hundred percent of his then
    current base salary and one hundred percent of the target annual
    bonus payable for the then calendar year. Cash payments to
    Dr. Urdal, Mr. Schiffman and Mr. Hamm consist of
    a lump sum severance payment in an amount equal to one hundred
    fifty percent of his then current base salary and one hundred
    percent of the amount of the target annual bonus payable for the
    then calendar year.  Potential
    Payments on Disability or Death
    As of Year Ended December 31, 2006
  Disability(1)


Death(2)Estimated





Cashvalue of





Payments





Estimatedaccelerated





(includes


Estimated


value ofCash





stock





severance,


value of


acceleratedPayments


Estimated


options





bonus and


continued


stock(includes


value of


and





accrued


health care


options andseverance


continued


restricted





vacation


benefits and


restrictedName of

and bonus)


benefits/


stock





payments)


outplacement


stockExecutive Officer

($)


perquisites($)


awards($)


Total($)


($)


assistance($)


awards($)


Total($)Mitchell H. Gold, M.D.

$
218,800


$
31,200


$
611,600


$
861,600


$
250,000






$
611,600


$
861,600Richard F. Hamm, Jr.


133,400



31,200



330,500



495,100



164,600







330,500



495,100Gregory Schiffman


148,800



31,200



820,900



1,000,900



180,000







820,900



1,000,900David Urdal, Ph.D.


164,700



31,200



172,300



368,200



195,900







172,300



368,200     (1)
    
    In the event the executive becomes physically or mentally
    disabled such that he is unable to perform his duties for a
    period of three consecutive months as determined by a medical
    professional, we may terminate the executives employment,
    unless otherwise prohibited by law. In the event of termination
    due to disability, we will continue the 14




---



##### 



executives base salary (less any short term disability
    payments the executive receives from our company) until the
    earlier or six months from the termination date or the
    commencement of long-term disability payments under any existing
    company long-term disability policy, and we will fully
    accelerate vesting of any and all unvested stock options and
    restricted stock grants held by the executive.(2)
    
    An executives employment will terminate automatically upon
    death. We will continue to pay the executives base salary
    to his stated beneficiary until the earlier of six months from
    the termination date or the commencement of death benefits under
    any existing group life insurance plan of our company, and we
    will fully accelerate vesting of any and all unvested stock
    options and restricted stock grants held by the executive.  Director
    Compensation
        Value ofFees Earned


Optionor Paid in


Awards


All Other


Total CompensationNon-Employee Director

Cash ($)(1)


($)(2)


Compensation


($)Richard B. Brewer

$
110,000


$
97,104






$
207,104Susan B. Bayh


39,000



97,104







136,104Gerardo Canet


43,000



97,104







140,104Bogdan Dziurzynski, D.P.A.


35,000



97,104







132,104M. Blake Ingle, Ph.D.


35,000



97,104







132,104Ruth B. Kunath


35,000



97,104







132,104Douglas G. Watson


45,000



97,104







142,104     (1)
    
    Amounts shown include retainer and board chairman and committee
    chair fees earned by our directors during 2006.(2)
    
    Amounts shown reflect the compensation cost recognized in 2006
    with respect to stock option awards granted, as determined in
    accordance with FAS 123R (except that estimated forfeitures
    have been disregarded for this purpose). The assumptions used to
    determine these amounts are discussed in Note 9 of the
    Notes to Consolidated Financial Statements in our Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2006. There were no
    forfeitures of stock options by our directors during 2006. 15




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##### 



Number of OptionsDirector

OutstandingRichard B. Brewer


75,500Susan Bayh


73,050Gerardo Canet


80,500Bogdan Dziurzynski, D.P.A.


85,500M. Blake Ingle, Ph.D.


76,650Ruth Kunath


106,900Douglas G. Watson


99,400     ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners and Management
    Beneficial Ownership(1)SharesShares


Acquirable


Total


PercentageBeneficially


Within


Beneficial


BeneficiallyName and Address(2)

Owned


60 Days(3)


Ownership


OwnedMitchell H. Gold, M.D.


189,486



569,687



759,173



*Richard F. Hamm, Jr.


104,562



141,979



246,541



*Robert M.
    Hershberg, M.D., Ph.D.(4)


15,724



0



15,724



*Gregory T. Schiffman


200,000



0



200,000



*David L. Urdal, Ph.D.


506,283



375,625



881,908



1.1Richard B. Brewer


4,400



75,500



79,900



*Susan B. Bayh


1,000



73,050



74,050



*Gerardo Canet


22,556



80,500



103,056



*Bogdan Dziurzynski, D.P.A.


25,000



85,500



110,500



*M. Blake Ingle, Ph.D.


4,950



74,400



79,350



*Ruth B. Kunath


2,000



27,950



29,950



*Douglas G. Watson


10,000



99,400



109,400



*All executive officers and
    directors as a group (12 persons)


1,085,961



1,603,591



2,689,552



3.2     *
    
    Less than 1%.(1)
    
    The information set forth in this table is based upon
    information supplied to us by our officers, directors and
    principal stockholders and Schedules 13D and 13G, if any, filed
    with the SEC. Except as otherwise indicated, and subject to
    applicable community property laws, we believe that the persons
    named in the table have sole voting and investment power with
    respect to all shares of Common Stock beneficially owned by them.(2)
    
    For each of the executive officers and directors, the address is
    c/o Dendreon Corporation, 3005 First Avenue, Seattle,
    Washington, 98121.(3)
    
    Reflects the number of shares that could be purchased by
    exercise of options vested at April 11, 2007 or within
    60 days thereafter. 16




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##### 



(4)
    
    Dr. Hershbergs employment with us terminated on
    March 15, 2006. For beneficial ownership information after
    that date, we have relied upon Dr. Hershbergs filings
    with the SEC and our records.  Equity
    Compensation Plan Information
    (c)Number of securities(a)


(b)


remaining availableNumber of securities


Weighted-average


for future issuanceto be issued upon


exercise price of


under equityexercise of


outstanding


compensation plansoutstanding options,


options, warrants


(excluding securitiesPlan category

warrants and rights


and rights


reflected in column (a))Equity compensation plans approved
    by security holders(1)


4,202,450
(3)

$
7.38
(3)


2,345,731
(4)Equity compensation plans not
    approved by security holders(2)


1,572,767


$
7.50



20,857Total


5,775,217


$
7.41



2,366,588     (1)
    
    These plans are the 2000 Equity Plan and the ESPP.(2)
    
    These plans are the 2002 Equity Plan and certain compensatory
    arrangements pursuant to which Dendreon has issued, or agreed to
    issue, warrants and options to purchase an aggregate of
    110,529 shares of Common Stock.(3)
    
    Includes information relating solely to options to purchase
    Common Stock under the 2000 Equity Plan.(4)
    
    Of these shares, 1,482,222 remained available for purchase under
    the ESPP as of December 31, 2006.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE  Related
    Party Transactions
        Director
    Independence
   17




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##### 



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Information
    Regarding our Independent Registered Public Accounting
    Firm
  Audit Fees.
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
    Audit Committee Pre-Approval Policy.
  PART IV
  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K/A:
  Exhibits:
  ExhibitNumber

Description of Document31
.1

Certification Pursuant to
    Rule 13(a)-14(a) of the Securities Exchange Act of 1934, as
    amended, as pursuant to Section 302 of the Sarbanes-Oxley
    Act of 200231
.2

Certification Pursuant to
    Rule 13(a)-14(a) of the Securities Exchange Act of 1934, as
    amended, as pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002  18




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##### 



SIGNATURES
    Dendreon
    Corporation:
  By:
    /s/  Mitchell
    H. Gold, M.D.   Chief Executive Officer
  Form 10-K/A
  Signature

Title

Date/s/  MITCHELL
    H. GOLD, M.D.Mitchell
    H. Gold, M.D.

Chief Executive Officer (Principal
    Executive Officer and Director)

April 13, 2007/s/  GREGORY
    T. SCHIFFMANGregory
    T. Schiffman

Senior Vice President, Chief
    Financial Officer and Treasurer (Principal Financial Officer)

April 13, 2007/s/  GREGORY
    R. COXGregory
    R. Cox

Principal Accounting Officer

April 13, 2007*Richard
    K. Brewer

Chairman of the Board of Directors

April 13, 2007Susan
    B. Bayh

Director*Gerardo
    Canet

Director

April 13, 2007*Bogdan
    Dziurzynski, D.P.A.

Director

April 13, 2007*M.
    Blake Ingle, Ph.D.

Director

April 13, 2007*Ruth
    B. Kunath

Director

April 13, 2007*David
    L. Urdal, Ph.D.

Director

April 13, 2007*Douglas
    G. Watson

Director

April 13, 2007     *
    
    The undersigned, pursuant to a power of attorney, executed by
    each of the officers and directors above and filed with the
    Securities and Exchange Commission previously, by signing his
    name hereto, does hereby sign this report on
    Form 10-K/A
    on behalf of each of the persons noted above in the capacities
    indicated.  By:
    /s/  RICHARD
    F. HAMM, JR.   Attorney-in-fact
 19