UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
      Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2009
  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:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.001 Par Value Per Share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  o o
   Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





PART I
  ITEM 1.
    BUSINESS  OVERVIEW
  ®
  Product
    Candidates Overview
    Product Candidate

Target Indication(s)

StatusActive Cellular Immunotherapy:Provenge (sipuleucel-T)

Castrate-resistant prostate cancer:Phase 3 D9901

final dataPhase 3 D9902A

final dataPhase 3 D9902B (IMPACT)

final data, BLA amended October 2009Phase 2 P07-2 (ProACT)

ongoingPhase 2 P09-1(OpenACT)

ongoingAndrogen-dependent prostate cancer:Phase 3 P-11(PROTECT)

ongoing; primary analysis 2007Phase 2 P-16

final dataPhase 2 D9905

final dataPhase 2 P07-1 (NeoACT)

ongoinglapuleucel-T

Breast cancer:Phase 1 2000-1

final dataBreast, ovarian and colon cancer:Phase 1 2000-2

final dataSmall Molecule Agonist to Trp Ion Channel (TRPM8)

Multiple cancers:Phase 1 T08-1

ongoing   Immunotherapy
    Targets
  CA-9 (MN)

Kidney, colon and cervical cancer

PreclinicalCEA

Breast, lung and colon cancer

Preclinical   Cancer
    Immunotherapies
   2




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##### 



standard-of-care
  The
    Immune System
          Our
    Active Immunotherapy Approach
      
    identify or in-license antigens that are expressed on cancer
    cells and are suitable targets for cancer therapy;
    create proprietary, genetically engineered antigens that will be
    optimally processed by antigen-presenting cells; and
    isolate antigen-presenting cells using proprietary methods and
    combine these antigen-presenting cells with the engineered
    antigens ex vivo.  Antigen Identification. ® tm
 3




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##### 



Antigen Engineering. tm
    Active Immunotherapy Production and
    Delivery.
  Provenge®

    (sipuleucel-T)
      3-year
 4




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##### 



Clinical StudyD9901

D9902A

D9902BN = 127

N = 98

N = 512Median Survival in months:Provenge

25.9

19.0

25.8Placebo

21.4

15.7

21.7Median Survival Benefit:% (months)

21% (4.5)

21% (3.3)

19% (4.1)Hazard Ratio

0.586

0.786

0.775p-value

P=.010

P=.331

P=.03236-Month
    Survival:% (patients)Provenge

34%

32%

32%Placebo

11%

21%

23%   3 £
  Market
    for PROVENGE
      ®
   5




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##### 



Provenge
    Clinical Trials in Advanced Stage Prostate Cancer
  Clinical Trial  D9901.
  follow-up intent-to-treat (p-value
  Clinical Trial  D9902A.
  intent-to-treat
 6




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##### 



Clinical Trial  D9902B. 3-year
  Clinical Trial  P09-1.
  Clinical Trial  P07-1.
  Clinical Trial  P07-2.
  Other
    Provenge Clinical Trials in Early-Stage Prostate
    Cancer
  Clinical Trial 
    P-11. (P-11),
 7




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##### 



Clinical Trial 
    P-16. P-16, ® Cancer
  Clinical Trial  D9905.
  Product
    Candidates in Research and Development
  Active
    Immunotherapies and Immunotherapy Targets
  lapuleucel-T. HER2/neu. HER2/neu Journal of Clinical
    Oncology HER2/neu,
    Carbonic AnhydraseIX (CA-9).
  Carcinoembryonic Antigen (CEA).
 8




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##### 



Small
    Molecules
  TRPM8. (sub-family
  Manufacturing
    and Commercial Infrastructure
    scale-up
     9




---



##### 



tm
  Supplies
    and Raw Materials
  5-year
     10




---



##### 



Research
    and Development
    Intellectual
    Property
          Competition
  ®
 11




---



##### 




    our ability to meet all necessary regulatory requirements for
    Provenge to receive FDA approval and to advance our other
    product candidates through clinical trials and through the FDA
    approval process;
    the perception by physicians and other members of the health
    care community of the safety, efficacy and benefits of Provenge
    or our other products compared to those of competing products or
    therapies;
    our ability to manufacture Provenge and other products we may
    develop on a commercial scale;
    the effectiveness of our sales and marketing efforts;
    the willingness of physicians to adopt a new treatment regimen
    represented by our antigen-presenting cell technology;
    our ability to accurately forecast and meet demand for Provenge
    and our product candidates if regulatory approvals are achieved;
    reimbursement policies for Provenge and our other product
    candidates,
    the price of Provenge and that of other products we may develop
    and commercialize relative to competing products;
    our ability to recruit, train, retain, manage and motivate our
    employees;
    our ability to develop a commercial scale infrastructure either
    on our own or with a collaborator, which would include expansion
    of existing facilities, including our manufacturing facilities,
    development of a distribution network and other operational and
    financial systems necessary to support our increased
    scale; and
    our ability to rapidly expand the existing information
    technology infrastructure and configure existing operational,
    manufacturing and financial systems (on our own or with third
    party collaborators) necessary to support our increased scale,
    which would include existing or additional facilities and or
    partners.    General
    FDA
    Approval Process
   12




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##### 



and/or
  and/or
 13




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##### 



Fast
    Track Designation/Priority Review
      Ongoing
    Regulatory Requirements
    direct-to-consumer
  Federal
    Anti-Kickback, False Claims Laws & The Prescription
    Drug Marketing Act
   14




---



##### 



State
    Laws
  Marketing Restrictions.
  Healthcare Reform.
  Data Privacy.
  Price
    Controls
   15




---



##### 



and/or
  Environmental
    and Safety Laws
    and/or
  EMPLOYEES
    TRADEMARKS
    AND TRADENAMES
  ® tm ® tm tm tm
  AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.dendreon.com http://investor.dendreon.com..
  ITEM 1A.
    RISK
    FACTORS  Risks
    Relating to our Product Development and Commercialization
    Pursuits
 16




---



##### 



Our
    near-term prospects are highly dependent on Provenge, our lead
    product candidate. If we fail to obtain FDA approval for
    Provenge or fail to successfully commercialize Provenge, our
    business would be harmed and our stock price would likely
    decline.
    Provenge
    and our other product candidates are based on novel
    technologies, which may raise new regulatory issues that could
    delay or make FDA approval more difficult.
    If
    testing of a particular product candidate does not yield
    successful results, then we will be unable to commercialize that
    product.
    
    safety and efficacy results from human clinical trials may show
    the product candidate to be less effective or safe than desired
    or earlier results may not be replicated in later clinical
    trials;
    the results of preclinical studies may be inconclusive or they
    may not be indicative of results that will be obtained in human
    clinical trials;
    after reviewing relevant information, including preclinical
    testing or human clinical trial results, we may abandon or
    substantially restructure programs that we might previously have
    believed to be promising;
    we or the FDA or similar regulatory authorities in other
    countries may suspend or terminate clinical trials if the
    participating patients are being exposed to unacceptable health
    risks or for other reasons; and
    the effects of our product candidates may not be the desired
    effects or may include undesirable side effects or other
    characteristics that interrupt, delay or cause us or the FDA to
    halt clinical trials or cause the FDA or foreign regulatory
    authorities to deny approval of the product candidate for any or
    all target indications.   17




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##### 



The
    FDA or an Advisory Committee may determine our clinical trials
    data regarding safety or efficacy are insufficient for
    regulatory approval.
  and/or
    We
    must significantly expand our operations to commercialize
    Provenge, and we may encounter unexpected costs or
    difficulties.
     18




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##### 



We may
    take longer to complete our clinical trials than we project, or
    we may not be able to complete them at all.
        If we
    encounter difficulties enrolling patients in our clinical
    trials, our trials could be delayed or otherwise adversely
    affected.
      
    design of the trial protocol;
    the size of the patient population;
    eligibility criteria for the study in question;
    perceived risks and benefits of the product candidate under
    study;
    availability of competing therapies and clinical trials;
    efforts to facilitate timely enrollment in clinical trials;
    patient referral practices of physicians;
    the ability to monitor patients adequately during and after
    treatment; and
    proximity and availability of clinical trial sites for
    prospective patients. 19




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##### 



Risks
    Relating to our Financial Position and Operations
  We
    have a history of operating losses. We expect to continue to
    incur losses for the near future, and we may never become
    profitable.
    We may
    require additional funding, and our future access to capital is
    uncertain.
    
    the development of marketing, manufacturing, information
    technology and other infrastructure and activities related to
    the commercialization of Provenge;
    the rate of progress and cost of our research and development
    and clinical trial activities; and
    the introduction into the marketplace of competing products and
    other adverse market developments.    Difficulties
    we may encounter managing our growth may divert resources and
    limit our ability to successfully expand our
    operations.
   20




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##### 



Our
    indebtedness could adversely affect our financial
    condition.
    
    increase our vulnerability to general adverse economic and
    industry conditions;
    limit our ability to raise additional funds by borrowing or
    engaging in equity sales in order to fund future working
    capital, capital expenditures, research and development and
    other general corporate requirements;
    require us to dedicate a substantial portion of our cash to
    service payments on our debt; or
    limit our flexibility to react to changes in our business and
    the industry in which we operate or to pursue certain strategic
    opportunities that may present themselves.  Our
    stockholders may be diluted by the conversion of our outstanding
    convertible notes.
    We may
    elect to issue additional shares of our common stock or other
    securities that may be convertible into our common stock, which
    could result in further dilution to our existing
    stockholders.
      Risks
    Related to Regulation of our Industry
  The
    industry within which we operate and our business is subject to
    extensive regulation, which is costly, time consuming and may
    subject us to unanticipated delays.
   21




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##### 



Commercialization
    of our product candidates in the United States requires FDA
    approval, which may not be granted, and foreign
    commercialization requires similar approvals.
    
    a product candidate may not demonstrate sufficient safety in
    human trials or efficacy in treatment;
    the FDA may determine that certain aspects of the clinical
    testing, manufacture, or quality control are not in compliance
    with the regulations;
    the FDA may interpret data from preclinical testing and clinical
    trials in different ways than we interpret the data or may
    require additional
    and/or
    different categories of data than what we obtained in our
    clinical trials;
    the FDA may require additional information about the efficacy,
    safety, purity, stability, identity or functionality of a
    product candidate;
    the FDA may not approve our manufacturing processes or
    facilities or the processes or facilities of our contract
    manufacturers; and
    the FDA may change its approval policies or adopt new
    regulations that impact our business.    Failure
    to comply with foreign regulatory requirements governing human
    clinical trials and marketing approval for product candidates
    could prevent us from selling our products in foreign markets,
    which may adversely affect our operating results and financial
    condition.
   22




---



##### 



Even
    if approved, Provenge and any other product we may commercialize
    and market may be subject to promotional
    limitations.
  and/or
  The
    availability and amount of reimbursement for our product
    candidates and the manner in which government and private payers
    may reimburse for our potential products is
    uncertain.
           23




---



##### 



and/or
  The
    pharmaceutical industry is subject to significant regulation and
    oversight in the United States.
          Multi-jurisdictional
    regulations, including those establishing our ability to price
    products, may negatively affect our sales and profit
    margins.
   24




---



##### 



over-the-counter
  Risks
    Relating to Manufacturing Activities and Marketing
    Activities
  We
    have limited commercial or other large-scale manufacturing
    experience.
        We
    need to rapidly expand our manufacturing facilities to meet
    anticipated demand for Provenge in the event of licensure by the
    FDA.
   25




---



##### 



We and
    our contract manufacturers are subject to significant regulation
    with respect to manufacturing of our products.
  and/or
  We may
    initially be unable to successfully manufacture Provenge, if
    approved for marketing, in quantities sufficient to fulfill
    patient demand.
    We may
    in the future experience difficulties and delays in the
    manufacturing of our products, which may harm our business and
    future prospects.
    
    construction delays related to the construction of planned and
    future facilities or the expansion of these facilities;
    failure of us or any of our vendors or suppliers to comply with
    cGMP and other applicable regulations and quality assurance
    guidelines; and
    changes in facility sites and limits to manufacturing capacity
    due to regulatory requirements, or physical limitations that
    could impact continuous supply.   26




---



##### 



We use
    hazardous materials in our business and must comply with
    environmental laws and regulations, which can be
    expensive.
    Risks
    from Competitive Factors
  Our
    competitors may develop and market products that are less
    expensive, more effective, safer or reach the market sooner,
    which may diminish or eliminate the commercial success of any
    products we may commercialize.
    ®
   27




---



##### 



Our
    products may not be accepted in the marketplace; therefore, we
    may not be able to generate significant revenue, if
    any.
    Failure
    to retain key personnel could impede our ability to develop our
    products and to obtain new collaborations or other sources of
    funding.
      Risks
    Relating to Collaboration Arrangements and Reliance on Third
    Parties
  If we
    fail to enter into any needed collaboration agreements for our
    product candidates, we may be unable to commercialize them
    effectively or at all.
   28




---



##### 




    the collaborator may not apply the expected financial resources
    or required expertise in developing the physical resources and
    systems necessary to successfully commercialize Provenge;
    the collaborator may not invest in the development of a sales
    and marketing force and the related infrastructure at levels
    that ensure that sales of Provenge reach their full potential;
    disputes may arise between us and a collaborator that delay the
    commercialization of Provenge or adversely affect its sales or
    profitability; or
    the collaborator may independently develop, or develop with
    third parties, products that could compete with Provenge.    Reliance
    on third party relationships and outsourcing arrangements could
    adversely affect our business.
    We
    must rely at present on relationships with third-party contract
    manufacturers for components used in our products, which will
    limit our ability to control the availability of, and
    manufacturing costs for, our product candidates in the
    near-term.
   29




---



##### 



and/or
  We
    rely on single source vendors for some key components for our
    active immunotherapy product candidates, which could impair our
    ability to manufacture and supply our products.
    Risks in
    Protecting our Intellectual Property
  If we
    are unable to protect our proprietary rights or to defend
    against infringement claims, we may not be able to compete
    effectively or operate profitably.
    re-examination
   30




---



##### 



We may
    be subject to litigation with respect to the ownership and use
    of intellectual property that will be costly to defend or pursue
    and uncertain in its outcome.
      We are
    exposed to potential product liability claims, and insurance
    against these claims may not be available to us at a reasonable
    rate in the future.
    Risks
    Relating to an Investment in Our Common Stock
  We are
    currently subject to certain pending litigation and a
    stockholder demand and may be subject to similar claims in the
    future.
  and/or
 31




---



##### 



Market
    volatility may affect our stock price, and the value of an
    investment in our common stock may be subject to sudden
    decreases.
    
    timing and the final outcome of FDA review of our BLA for
    Provenge;
    the progression and tenor of our discussions with the FDA
    regarding our BLA for Provenge;
    preclinical and clinical trial results and other product
    development activities;
    our historical and anticipated operating results, including
    fluctuations in our financial and operating results;
    changes in government regulations affecting product approvals,
    reimbursement or other aspects of our or our competitors
    businesses;
    announcements of technological innovations or new commercial
    products by us or our competitors;
    developments concerning our key personnel and intellectual
    property rights;
    announcements regarding significant collaborations or strategic
    alliances;
    publicity regarding actual or potential performance of products
    under development by us or our competitors;
    market perception of the prospects for biotechnology companies
    as an industry sector; and
    general market and economic conditions.    Anti-takeover
    provisions in our charter documents and under Delaware law and
    our stockholders rights plan could make an acquisition of
    us, which may be beneficial to our stockholders, more
    difficult.
     32




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##### 



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS  McGuire v. Dendreon Corporation, et al. McGuire, et al. v.
    Dendreon Corporation, et al
 33




---



##### 



Mountanos v. Dendreon Corporation, et al. Mountanos McGuire Mountanos McGuire v. Dendreon
  Loh v. Gold, et al. McGuire v. Dendreon
  Loh v. Gold
   34




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##### 



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 4A.
    EXECUTIVE
    OFFICERS OF THE REGISTRANT    Name

Age

PositionMitchell H. Gold, M.D.


42


President and Chief Executive OfficerHans E. Bishop


45


Executive Vice President and Chief Operating OfficerMark W. Frohlich, M.D.


48


Senior Vice President for Clinical Affairs and Chief Medical
    OfficerRichard F. Hamm, Jr.


50


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


52


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


60


Senior Vice President and Chief Scientific Officer   Mitchell H. Gold, M.D.
  Hans E. Bishop
  Mark W. Frohlich, M.D.
  Richard F. Hamm, Jr.
 35




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##### 



Gregory T. Schiffman
  David L. Urdal, Ph.D.
 36




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##### 



PART II
  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    High

LowYear ended December 31, 2009First quarter

$
4.80


$
2.55Second quarter


27.40



4.02Third quarter


30.42



21.25Fourth quarter


30.42



24.79Year ended December 31, 2008First quarter


7.00



4.15Second quarter


5.90



4.37Third quarter


6.70



4.27Fourth quarter


10.00



4.05   Recordholders.
  Dividends.
 37




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##### 



Performance
    Comparison Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    Among Dendreon Corporation, The NASDAQ Composite Index
    And The NASDAQ Biotechnology Index
  
   *
    
    $100 invested on 12/31/04 in stock or index, including
    reinvestment of dividends. Fiscal year ending December 31. 38




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##### 



ITEM 6.
    SELECTED
    FINANCIAL DATA    Year Ended December 31,2009


2008


2007


2006


2005(In thousands, except per share amounts)Consolidated Statement of Operations Data:Revenue

$
101


$
111


$
743


$
273


$
210Operating expenses


100,142



70,589



102,362



97,629



86,673Loss from operations


(100,041
)


(70,478
)


(101,619
)


(97,356
)


(86,463
)Interest income (expense)


(1,357
)


(1,537
)


2,355



5,714



4,916(Loss) gain from valuation of warrant liability


(118,763
)


371











Net loss

$
(220,161
)

$
(71,644
)

$
(99,264
)

$
(91,642
)

$
(81,547
)Basic and diluted net loss per share

$
(2.04
)

$
(0.79
)

$
(1.20
)

$
(1.27
)

$
(1.36
)Shares used in computation of basic and diluted net loss per
    share


108,050



90,357



82,531



72,366



59,912   As of December 31,2009


2008


2007


2006


2005Consolidated Balance Sheet Data:Cash, cash equivalents, short- and long-term investments

$
606,386


$
110,577


$
120,575


$
121,283


$
166,409Working capital


441,550



84,485



81,656



89,557



121,532Total assets


735,415



147,204



161,662



163,643



207,553Warrant Liability


132,953



14,190











Long-term obligations, less current portion


68,915



93,802



95,647



17,027



15,729Total stockholders equity


503,564



27,006



40,377



125,717



168,709   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  OVERVIEW
       39




---



##### 



CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
      Cash,
    Cash Equivalents, and Investments
   40




---



##### 



available-for-sale. Available-for-sale other-than-temporary
  other-than-temporary.
    Revenue
    Recognition
      License Fees:
  Royalty Income:
  Research
    and Development Expenses
  730-20,
 41




---



##### 



Warrant
    Liability
      Accounting
    for Stock-Based Compensation
          Recent
    Accounting Pronouncements
  820-10-65,
  
    Long-lived assets measured at fair value due to an impairment
    assessment under ASC
    360-10,
    Property, Plant and Equipment; and
    Asset retirement obligations initially measured under ASC
    410-20,
    Asset Retirement and Environmental Obligations. 42




---



##### 



820-10-65-4, 820-10-65-4), 820-10-65-4
  320-10-45/65, 320-10-45/65) 320-10-45/65
  808-10,  808-10), 808-10
  815-40-15, 815-40-15), 815-40-15
  855-10, 855-10) 855-10
  105-10, 105-10) 105-10
  RESULTS
    OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND
    2007
  Revenue
   43




---



##### 



Research
    and Development Expenses
      2009


2008


2007Clinical programs:Direct costs

$
5.0


$
9.0


$
30.1Indirect costs


51.7



37.7



43.3Total clinical programs


56.7



46.7



73.4Discovery research


4.9



3.4



3.1Total research and development expense

$
61.6


$
50.1


$
76.5       
    the timeframe over which our product development programs are
    likely to be completed;
    whether they will be completed;
    if they are completed, whether they will provide therapeutic
    benefit or be approved for commercialization by the necessary
    regulatory agencies; or
    whether, if approved, they will be scalable to meet commercial
    demand.  General
    and Administrative Expenses
   44




---



##### 



Interest
    Income
    Interest
    Expense
    Warrant
    Liability
    Income
    Taxes
    Stock-Based
    Compensation Expense
    LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Uses and Proceeds
     45




---



##### 




    the development of marketing, manufacturing, information
    technology and other infrastructure and activities related to
    the commercialization of Provenge,
    working capital needs,
    increased personnel needs, and
    continuing and expanding our internal research and development
    programs.  Leases
    and Credit Facility
  Office
    Leases
      Manufacturing
    Facilities Leases
    
    leases for two new manufacturing facilities in Atlanta, Georgia
    and Orange County, California that will total approximately
    340,000 square feet of manufacturing space;
    a construction agreement for the completion of Phases II
    and III of our New Jersey Facility; and
    construction agreements for the build-out of our Atlanta,
    Georgia and Orange County, California facilities.   46




---



##### 



Equipment
    Financing
   47




---



##### 



Financings
    from the Sale of Securities and Issuance of Convertible
    Notes
  Equity
    Offering Proceeds
        36-month
  Convertible
    Notes
   48




---



##### 



Contractual
    Commitments
    Total


1 Year


2-3 Years


4-5 Years


ThereafterContractual Commitments(a):Convertible senior subordinated notes (including interest)(b)

$
63,661


$
2,496


$
4,991


$
56,174


$
Facility lease obligation (including interest)(c)


20,374



1,291



2,693



2,822



13,568Contractual Commitments


20,535



10,131



10,404







Operating leases(d)


32,996



5,837



7,705



3,525



15,929Unconditional purchase obligations


1,325



1,325











$
138,891


$
21,080


$
25,793


$
62,521


$
29,497     (a)
    
    The Contractual Commitments table above does not include
    obligations related to construction management contracts for the
    Orange County Facility, the Atlanta, Georgia Facility, or the
    New Jersey Facility.(b)
    
    See Note 7 to our Consolidated Financial Statements for
    additional information related to the Notes.(c)
    
    See Note 6 to our Consolidated Financial Statements for
    additional information. Our facility lease obligation commitment
    reflects the initial term of the Lease and a renewal period.(d)
    
    See Note 12 to our Consolidated Financial Statements for
    additional information related to contractual commitments.  OFF-BALANCE
    SHEET ARRANGEMENTS
   49




---



##### 



FORWARD-LOOKING
    STATEMENTS
  and/or
  
    whether the FDA review of our BLA will result in approval for
    licensure to allow us to begin marketing of Provenge;
    whether we have adequate financial resources and access to
    capital to fund commercialization of Provenge and that of other
    potential product candidates we may develop;
    our ability to successfully manufacture Provenge and other
    product candidates in necessary quantities with required quality;
    our ability to successfully obtain regulatory approvals and
    commercialize our products that are under development and
    develop the infrastructure necessary to support
    commercialization if regulatory approvals are received;
    our ability to complete and achieve positive results in ongoing
    and new clinical trials;
    our dependence on single-source vendors for some of the
    components used in our product candidates;
    the extent to which the costs of any products that we are able
    to commercialize will be reimbursable by third-party payors;
    the extent to which any products that we are able to
    commercialize will be accepted by the market;
    our dependence on our intellectual property and ability to
    protect our proprietary rights and operate our business without
    conflicting with the rights of others;
    the effect that any intellectual property litigation, or product
    liability claims may have on our business and operating and
    financial performance;
    our expectations and estimates concerning our future operating
    and financial performance;
    the impact of competition and regulatory requirements and
    technological change on our business;
    our ability to recruit and retain key personnel;
    our ability to enter into future collaboration agreements;
    anticipated trends in our business and the biotechnology
    industry generally; and
    other factors described under Item 1A, Risk
    Factors.   50




---



##### 



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f)
 51




---



##### 



Changes
    in Internal Control Over Financial Reporting
    Limitations
    on Controls
     52




---



##### 



Report of
    Independent Registered Public Accounting Firm
                 
    53




---



##### 



ITEM 9B.
    OTHER
    INFORMATION    PART III
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    http://investor.dendreon.com/governance.cfm.
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Securities Authorized for Issuance Under Equity Compensation
    Plans.
  (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 stockholders(1)


2,815,899
(3)

$
12.61
(3)


14,579,662
(4)Equity compensation plans not approved by stockholders(2)


458,716


$
6.32



234,482Total


3,274,615


$
11.73



14,814,144     (1)
    
    These plans are the 2000 Plan, the 2009 Plan and the ESPP.(2)
    
    This plan is the 2002 Plan. See Note 9 to our Consolidated
    Financial Statements for a description of the material terms of
    the 2002 Plan. 54




---



##### 



(3)
    
    Includes information relating solely to options to purchase
    common stock under the 2000 Plan and the 2009 Plan.(4)
    
    Of these shares, 2,184,098 remained available for purchase under
    the ESPP as of December 31, 2009.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    PART IV
  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    (1) Financial Statements and Report of Independent
    Auditors.
  page F-1
  
  PageIndex to Consolidated Financial
    Statements


F-1Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Stockholders
    Equity


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial
    Statements


F-7    Financial Statement Schedules.
    Exhibits.
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation.(1)3
.2

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation.(2)3
.3

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation of Dendreon Corporation(3)3
.4

Amended and Restated Bylaws.(4)4
.1

Specimen Common Stock certificate.(5)4
.2

Certificate of Designation of Series A Junior Participating
    Preferred Stock.(6)4
.3

Rights Agreement between the registrant and Mellon Investor
    Services LLC, as Rights Agent, dated September 18, 2002.(7)4
.4

Form of Right Certificate.(8) 55




---



##### 



ExhibitNumber

Description4
.5

Indenture, dated as of June 11, 2007, between Dendreon
    Corporation and The Bank of New York Trust Company, N.A.(9)10
.1

Form of Amended Executive Employment Agreement with certain
    named executive officers.(10)*10
.2

Indemnity Agreement between the registrant and each of its
    directors and certain of its officers.(11)10
.3

Amended and Restated 2000 Broad Based Equity Incentive Plan.(12)*10
.4

Amended and Restated 2002 Broad Based Equity Incentive Plan.(13)*10
.5

2000 Employee Stock Purchase Plan.(14)*10
.6

2009 Offering under the 2000 Employee Stock Purchase Plan.(15)*10
.7

Form of Stock Option Agreement under 2000 Equity Incentive
    Plan.(16)*10
.8

Form of Stock Option Agreement under 2002 Broad Based Equity
    Incentive Plan.(17)*10
.9

Form of Restricted Stock Award Agreement.(18)*10
.10

Dendreon Corporation Incentive Plan.(19)*10
.11

Supply Agreement, dated as of December 22, 2005, by and
    between Dendreon Corporation and Diosynth RTP.(20)10
.12

Settlement Agreement and Amendment to the Supply Agreement,
    dated as of October 24, 2008, by and between Dendreon
    Corporation and Diosynth RTP, Inc.(21)10
.13

Lease Agreement between First Industrial, L.P. and Dendreon
    Corporation, dated August 17, 2005.(22)10
.14

Office Lease between Selig Real Estate Holdings Fourteen and
    Dendreon Corporation, dated September 2, 2005.(23)10
.15

Second Amendment to Office Lease Agreement between Selig Real
    Estate Holdings Fourteen and Dendreon Corporation, dated
    March 9, 2009(24)10
.16

Lease Agreement, dated July 31, 1998, between the
    Registrant and ARE-3005 First Avenue, LLC.(25)10
.17

Third Amendment to Lease Agreement, dated August 22, 2007
    between Dendreon Corporation and ARE-3005 First Avenue, LLC.(26)10
.18

Common Stock Purchase Agreement, dated October 11, 2007,
    between Dendreon Corporation and Azimuth Opportunity, Inc.(27)10
.19

Amendment No. 1 to Common Stock Purchase Agreement, dated
    October 8, 2008.(28)10
.20

Amendment No. 2 to Common Stock Purchase Agreement, dated
    February 9, 2009.(29)*10
.21

Dendreon Corporation 2009 Equity Incentive Plan.(30)10
.22

Construction Agreement between The Henderson Corporation of PA,
    Inc. and Dendreon Corporation dated June 16, 2009.(31)10
.23

Industrial Real Estate Lease between Majestic Realty Co. as
    Landlord and Dendreon Corporation as Tenant.(32)10
.24

Industrial Real Estate Lease between Knickerbocker Properties,
    Inc. XLVI, as Landlord and Dendreon Corporation as Tenant.(33)10
.25

Leukapheresis Services Agreement with the American Red Cross,
    dated September 24, 2009.(34)10
.26

Executive Employment Agreement dated January 4, 2010,
    between Hans Bishop and the Company.(35)*10
.27

Construction Management Agreement between Turner Construction
    Company and Dendreon Corporation dated December 9, 2009.10
.28

Construction Management Agreement between Turner Construction
    Company and Dendreon Corporation dated January 6, 2010.12


Computation of Ratio of Earnings to Fixed Charges.23
.1

Consent of Independent Registered Public Accounting Firm.24
.1

Power of Attorney (contained on signature page).31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002. 56




---



##### 



ExhibitNumber

Description31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C § 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     (1)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2002.(2)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    registrants
    Form 8-K,
    filed with the SEC on June 13, 2005.(3)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    registrants
    Form 8-K
    filed with the SEC on June 16, 2009.(4)
    
    Incorporated by reference to Exhibit 3.2 filed with the
    registrants
    Form 10-Q
    for the quarter ended June 30, 2004.(5)
    
    Incorporated by reference to Exhibit 4.1 filed with the
    registrants Registration Statement on
    Form S-1/A,
    File No. 333-31920.(6)
    
    Incorporated by reference to Exhibit 4.1 filed with the
    registrants Registration
    Form 8-K,
    filed with the SEC on September 25, 2002.(7)
    
    Incorporated by reference to Exhibit 99.2 filed with the
    registrants Registration
    Form 8-K,
    filed with the SEC on September 25, 2002.(8)
    
    Incorporated by reference to Exhibit 99.3 filed with the
    registrants
    Form 8-K,
    filed with the SEC on September 25, 2002.(9)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    registrants Registration
    Form 8-K,
    filed with the SEC on June 12, 2007.(10)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    registrants
    Form 8-K,
    filed with the SEC on January 4, 2007.(11)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    registrants Registration Statement on
    Form S-1,
    File No. 333-47706.(12)
    
    Incorporated by reference to Exhibit 10.3 filed with the
    registrants
    Form 10-K,
    for the fiscal year ended December 31, 2006.(13)
    
    Incorporated by reference to Exhibit 10.4 filed with the
    registrants
    Form 10-K,
    for the fiscal year ended December 31, 2006.(14)
    
    Incorporated by reference to Exhibit 10.3 filed with the
    registrants Registration Statement on
    Form S-1,
    File No. 333-47706.(15)
    
    Incorporated by reference to Exhibit 10.6 filed with the
    registrants
    Form 10-K,
    for the fiscal year ended December 31, 2008.(16)
    
    Incorporated by reference to Exhibit 10.33 filed with the
    registrants
    Form 8-K,
    filed with the SEC on June 13, 2005.(17)
    
    Incorporated by reference to Exhibit 10.34 filed with the
    registrants
    Form 8-K,
    filed with the SEC on June 13, 2005.(18)
    
    Incorporated by reference to Exhibit 10.46 filed with the
    registrants
    Form 8-K,
    filed with the SEC on January 24, 2006.(19)
    
    Incorporated by reference to Exhibit 10.31 filed with the
    registrants
    Form 8-K,
    filed with the SEC on June 13, 2005.(20)
    
    Incorporated by reference to Exhibit 10.41 filed with the
    registrants
    Form 8-K,
    filed with the SEC December 28, 2005.(21)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    registrants
    Form 10-Q
    for the quarter ended September 30, 2008. 57




---



##### 



(22)
    
    Incorporated by reference to Exhibit 10.36 filed with the
    registrants
    Form 8-K,
    filed with the SEC on August 18, 2005, File
    No. 000-30681.(23)
    
    Incorporated by reference to Exhibit 10.37 filed with the
    registrants
    Form 10-Q
    for the quarter ended September 30, 2005.(24)
    
    Incorporated by reference to Exhibit 10.15 filed with the
    registrants
    Form 10-K,
    for the fiscal year ended December 31, 2008.(25)
    
    Incorporated by reference to Exhibit 10.11 filed with the
    registrants Registration Statement on
    Form S-1,
    File No. 333-31920.(26)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    registrants
    Form 8-K,
    filed with the SEC on August 23, 2007.(27)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    registrants
    Form 8-K,
    filed with the SEC on October 12, 2007.(28)
    
    Incorporated by reference to Exhibit 10.2 filed with the
    registrants
    Form 8-K,
    filed with the SEC on October 10, 2008.(29)
    
    Incorporated by reference to Exhibit 10.3 filed with the
    registrants
    Form 8-K
    filed with the SEC on February 11, 2009.(30)
    
    Incorporated by reference to Appendix A filed with the
    registrants Schedule 14A filed with the SEC on
    April 30, 2009.(31)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    registrants
    Form 8-K
    filed with the SEC on June 22, 2009.(32)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    registrants
    Form 10-Q
    for the quarter ended June 30, 2009.(33)
    
    Incorporated by reference to Exhibit 10.2 filed with the
    registrants
    Form 10-Q
    for the quarter ended June 30, 2009.(34)
    
    Incorporated by reference to Exhibit 99.2 filed with the
    registrants
    Form 8-K
    filed with the SEC on September 29, 2009.(35)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    registrants
    Form 8-K
    filed with the SEC on January 8, 2010.
    
    Confidential treatment granted as to certain portions of his
    Exhibit.*
    
    Management compensatory plans and arrangements required to be
    filed as exhibits to this Report. 58




---



##### 



SIGNATURES
      By:
    /s/  Mitchell
    H. Gold, M.D.  Mitchell H. Gold, M.D.
 President and Chief Executive Officer
  By:
    /s/  Gregory
    T. Schiffman  Gregory T. Schiffman
 Senior Vice President, Chief Financial Officer
 and Treasurer (Principal Financial Officer)
  By:
    /s/  Gregory
    R. Cox  Gregory R. Cox
 (Principal Accounting Officer)
 59




---



##### 



POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  Mitchell
    H. GoldMitchell
    H. Gold, M.D.

President, Chief Executive Officer and Director (Principal
    Executive Officer)

February 22, 2010/s/  Gregory
    T. SchiffmanGregory
    T. Schiffman

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

February 22, 2010/s/  Gregory
    R. CoxGregory
    R. Cox

(Principal Accounting Officer)

February 22, 2010/s/  Richard
    B. BrewerRichard
    B. Brewer

Chairman of the Board of Directors

February 22, 2010/s/  Susan
    B. BayhSusan
    B. Bayh

Director

February 22, 2010/s/  Gerardo
    CanetGerardo
    Canet

Director

February 22, 2010/s/  Ian
    T. ClarkIan
    T. Clark

Director

February 22, 2010/s/  Bogdan
    Dziurzynski, D.P.A.Bogdan
    Dziurzynski, D.P.A.

Director

February 22, 2010/s/  Pedro
    P. GranadilloPedro
    P. Granadillo

Director

February 22, 2010/s/  David
    L. Urdal, Ph.D.David
    L. Urdal, Ph.D.

Director

February 22, 2010/s/  Douglas
    G. WatsonDouglas
    G. Watson

Director

February 22, 2010  60




---



##### 



DENDREON
    CORPORATION
 INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS  PageReport of Independent Registered Public Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Stockholders Equity


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7  F-1




---



##### 



Report of
    Independent Registered Public Accounting Firm             
    F-2




---



##### 



DENDREON
    CORPORATION
 CONSOLIDATED
    BALANCE SHEETS  December 31,2009


2008(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
409,829


$
59,523Short-term investments


167,116



45,638Restricted cash






3,853Prepaid antigen costs


18,975



Prepaid expenses and other current assets


8,566



1,867Total current assets


604,486



110,881Property and equipment, net


98,964



28,150Long-term investments


29,441



5,416Debt issuance costs and other assets


2,524



2,757$
735,415


$
147,204LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
2,257


$
237Accrued liabilities


19,557



5,870Accrued compensation


6,855



3,686Warrant liability


132,953



14,190Current portion of capital lease obligations


722



Current portion of facility lease obligation


592



219Current portion of long-term debt






2,194Total current liabilities


162,936



26,396Long-term accrued liabilities


1,554



530Capital lease obligations, less current portion


706



Facility lease obligation, less current portion


14,120



8,022Convertible senior subordinated notes


52,535



85,250Commitments and contingencies (Note 12)Stockholders equity:Preferred stock, $0.001 par value; 10,000,000 shares
    authorized, no shares issued or outstanding






Common stock, $0.001 par value; 250,000,000 shares
    authorized and 131,125,690 issued and outstanding; and
    150,000,000 shares authorized and 95,577,664 shares
    issued and outstanding at December 31, 2009 and 2008,
    respectively


131



95Additional paid-in capital


1,286,891



590,159Accumulated other comprehensive (loss) income


(4
)


45Accumulated deficit


(783,454
)


(563,293
)Total stockholders equity

$
503,564


$
27,006Total liabilities and stockholders equity

$
735,415


$
147,204    F-3




---



##### 



DENDREON
    CORPORATION
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended December 31,2009


2008


2007(In thousands, except per share amounts)Revenue

$
101


$
111


$
743Operating expenses:Research and development


61,586



50,086



76,523General and administrative


38,556



20,503



25,839Total operating expenses


100,142



70,589



102,362Loss from operations


(100,041
)


(70,478
)


(101,619
)Other income (expense):Interest income


964



3,619



6,461Interest expense


(2,321
)


(5,156
)


(4,106
)(Loss) gain from valuation of warrant liability


(118,763
)


371



Net loss

$
(220,161
)

$
(71,644
)

$
(99,264
)Basic and diluted net loss per share

$
(2.04
)

$
(0.79
)

$
(1.20
)Shares used in computation of basic and diluted net loss per
    share


108,050



90,357



82,531    F-4




---



##### 



DENDREON
    CORPORATION
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  Additional


Other





TotalCommon Stock


Paid-in


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Income (Loss)


Deficit


Equity(In thousands, except share amounts)Balance, January 1, 2007


81,323,638


$
81


$
518,127


$
(106
)

$
(392,385
)

$
125,717Exercise of stock options for cash


1,033,441



1



6,566











6,567Net exercise of stock warrants


68,101



















Issuance of common stock under the Employee Stock Purchase Plan


307,268



1



1,082











1,083Non-cash stock-based compensation expense










6,116











6,116Issuance of restricted stock grants


525,762



















Net loss


















(99,264
)


(99,264
)Net unrealized gain on securities
    available-for-sale














158







158Comprehensive loss






















(99,106
)Balance, December 31, 2007


83,258,210


$
83


$
531,891


$
52


$
(491,649
)

$
40,377Exercise of stock options for cash


131,133







496











496Issuance of common stock under the Employee Stock Purchase Plan


204,731







721











721Issuance of common stock (net of issuance cost of $2,550)


11,610,760



12



51,179











51,191Non-cash stock-based compensation expense










5,872











5,872Issuance of restricted stock grants


372,830



















Net loss


















(71,644
)


(71,644
)Net unrealized loss on securities
    available-for-sale














(7
)






(7
)Comprehensive loss






















(71,651
)Balance, December 31, 2008


95,577,664


$
95


$
590,159


$
45


$
(563,293
)

$
27,006Exercise of stock options for cash


2,229,953



2



14,934











14,936Issuance of common stock under the Employee Stock Purchase Plan


386,125



1



1,599











1,600Issuance of common stock (net of issuance cost of $26,663)


29,229,166



30



630,275











630,305Conversion of convertible debt


3,255,947



3



32,712











32,715Non-cash stock-based compensation expense










17,212











17,212Issuance of restricted stock grants


446,835



















Net loss


















(220,161
)


(220,161
)Net unrealized loss on securities
    available-for-sale














(49
)






(49
)Comprehensive loss






















(220,210
)Balance, December 31, 2009


131,125,690


$
131


$
1,286,891


$
(4
)

$
(783,454
)

$
503,564    F-5




---



##### 



DENDREON
    CORPORATION
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2009


2008


2007(In thousands)Operating Activities:Net loss

$
(220,161
)

$
(71,644
)

$
(99,264
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization expense


4,662



5,716



6,241Non-cash stock-based compensation expense


17,212



5,872



6,116Loss (gain) on valuation of warrant liability


118,763



(371
)


Amortization of securities discount and premium


648



56



(241
)(Gain) loss on sale of fixed assets






(5
)


42Impairment of fixed assets






418



Changes in operating assets and liabilities:Prepaid antigen costs


(18,975
)






Prepaid expenses and other assets


(6,466
)


1,168



(132
)Accounts payable


2,020



(1,984
)


718Accrued liabilities and compensation


16,856



(6,473
)


3,934Other long term liabilities


(82
)


(83
)


(94
)Net cash used in operating activities


(85,523
)


(67,330
)


(82,680
)Investing Activities:Maturities and sales of investments


69,894



52,545



53,447Purchases of investments


(216,094
)


(55,520
)


(37,583
)Purchases of property and equipment


(65,912
)


(6,805
)


(3,098
)Net cash (used in) provided by investing activities


(212,112
)


(9,780
)


12,766Financing Activities:Proceeds from sale of equity securities, net of issuance costs


630,305



51,191



Proceeds from issuance of warrants






14,561



Proceeds from release of security deposits associated with debt


3,853



700



1,322Proceeds from issuance of convertible senior subordinated notes,
    net of debt financing costs










82,257Payments on long-term debt


(2,194
)


(5,732
)


(5,295
)Payments on facility lease obligations


(194
)


(172
)


(128
)Payments on capital lease obligations


(365
)


(853
)


(1,135
)Proceeds from exercise of stock options and other


14,936



496



6,567Proceeds from issuance of common stock under the Employee Stock
    Purchase Plan


1,600



721



1,083Net cash provided by financing activities


647,941



60,912



84,671Net increase (decrease) in cash and cash equivalents


350,306



(16,198
)


14,757Cash and cash equivalents at beginning of year


59,523



75,721



60,964Cash and cash equivalents at end of year

$
409,829


$
59,523


$
75,721Supplemental Disclosure of Cash Flow Information:Cash paid during the period for interest

$
3,299


$
5,187


$
3,799Conversion of debt

$
32,715


$



$
Assets acquired under facility and capital leases

$
8,458


$



$
Increase in asset retirement obligation

$
1,106


$
20


$
109    F-6




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Organization
  ®
  Principles
    of Consolidation
    Reclassifications
    Subsequent
    Events
    Cash,
    Cash Equivalents, and Investments
    available-for-sale. Available-for-sale
 F-7




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary
  other-than-temporary.
    Prepaid
    Antigen Costs
    Property
    and Equipment
    Debt
    Issuance Costs
   F-8




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentrations
    of Risk
          Revenue
    Recognition
      License Fees:
  Royalty Income:
 F-9




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Research
    and Development Expenses
  730-20,
  Impairment
    of Long-Lived Assets
    Accounting
    for Stock-Based Compensation
          Use of
    Estimates
   F-10




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Loss Per Share
    Fair
    Value
  820-10-65,
  
    Long-lived assets measured at fair value due to an impairment
    assessment under ASC
    360-10,
    Property, Plant and Equipment; and
    Asset retirement obligations initially measured under ASC
    410-20,
    Asset Retirement and Environmental Obligations.    820-10-65-4, 820-10-65-4), 820-10-65-4
  320-10-45/65, 320-10-45/65) 320-10-45/65
  Warrant
    Liability
   F-11




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Income
    Taxes
    Recent
    Accounting Pronouncements
  808-10,  808-10), 808-10
  815-40-15, 815-40-15), ASC 815-40-15
  855-10, 855-10) 855-10
  105-10, 105-10
 F-12




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    INVESTMENTS  available-for-sale
  Cost or


FairAmortized


MarketCost


Value(In thousands)December 31, 2009Due in one year or less

$
167,131


$
167,116Due after one year through two years


29,430



29,441$
196,561


$
196,557December 31, 2008Due in one year or less

$
45,576


$
45,638Due after one year through two years


5,433



5,416$
51,009


$
51,054   available-for-sale
  available-for-sale,
  Cost or


Gross


Gross


FairAmortized


Unrealized


Unrealized


MarketCost


Gains


Losses


Value(In thousands)December 31, 2009Demand deposit

$
6,344


$



$



$
6,344Corporate debt securities


92,263



19



(9
)


92,273Government-sponsored enterprises


33,015



15



(8
)


33,022U.S. Treasury Note


64,939



7



(28
)


64,918$
196,561


$
41


$
(45
)

$
196,557December 31, 2008Demand deposit

$
2,030


$



$



$
2,030Corporate debt securities


22,360


$
54


$
(154
)

$
22,260Government-sponsored enterprises


16,285



110



(25
)


16,370U.S. Treasury Note


10,334



60







10,394$
51,009


$
224


$
(179
)

$
51,054     other-than-temporarily
 F-13




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    FAIR
    VALUE MEASUREMENTS    Level 1 
    Observable inputs for identical assets or liabilities such as
    quoted prices in active markets,Level 2 
    Inputs other than quoted prices in active markets that are
    either directly or indirectly observable, andLevel 3 
    Unobservable inputs in which little or no market data exists,
    therefore developed using estimates and assumptions developed by
    us, which reflect those that a market participant would use.    Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableBalance as of


Identical Assets


Observable Inputs


InputsDescription

Dec. 31


(Level 1)


(Level 2)


(Level 3)2009Assets:Money Market

$
378,663


$
378,663


$



$
Commercial paper


32,543







32,543



Corporate debt securities


92,273







92,273



Government-sponsored enterprises


33,022







33,022



U.S. Treasury Note


64,918







64,918



Total financial assets

$
601,419


$
378,663


$
222,756


$
Liabilities:Warrants

$
132,953


$



$



$
132,953Total financial liabilities

$
132,953


$



$



$
132,9532008Assets:Money market

$
7,830


$
7,830


$



$
Commercial paper


51,936







51,936



Corporate debt securities


22,260







22,260



Government-sponsored enterprises


16,370







16,370



U.S. Treasury notes


10,394







10,394



Total financial assets

$
108,790


$
7,830


$
100,960


$
Liabilities:Warrants

$
14,190


$



$



$
14,190Total financial liabilities

$
14,190


$



$



$
14,190    F-14




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year


YearEnded


EndedDecember 31,


December 31,Description

2009


2008Beginning balance, January 1

$
14,190


$
Purchases, issuances, and settlements






14,561Total loss (gain) included in net loss(1)


118,763



(371
)Ending balance

$
132,953


$
14,190     (1)
    
    The loss (gain) is reflected in our consolidated statements of
    operations as a component of other expense.      4.
    PROPERTY
    AND EQUIPMENT    December 31,2009


2008(In thousands)Furniture and office equipment

$
1,473


$
1,188Laboratory and manufacturing equipment


12,313



11,427Computer equipment and software


22,485



10,134Leasehold improvements


16,157



15,478Buildings


1,730



1,730Construction in progress


76,235



15,132130,393



55,089Less accumulated depreciation and amortization


(31,429
)


(26,939
)$
98,964


$
28,150      F-15




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               F-16




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    ACCRUED
    LIABILITIES    December 31,2009


2008(In thousands)Clinical trial costs

$
1,243


$
1,700Deferred rent


1,334



1,089Accrued property and equipment


9,443



895Accrued legal


318



286Other accrued liabilities


7,219



1,900$
19,557


$
5,870   6.
    FINANCING
    OBLIGATIONS AND DEBT  840-40-15-5 EITF 97-10),
  840-40-15-5,
       F-17




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Capital


FacilityLease


LeaseObligations


Obligations(In thousands)Year ending December 31:2010

$
861


$
1,2912011


745



1,3242012






1,3692013






1,4022014






1,420Thereafter






13,568Total payments


1,606



20,374Less amount representing interest


(178
)


(5,662
)Present value of payments


1,428



14,712Less current portion of obligations


(722
)


(592
)Long-term portion of obligations

$
706


$
14,120   7.
    CONVERTIBLE
    SENIOR SUBORDINATED NOTES       F-18




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      8.
    STOCKHOLDERS
    EQUITY  Preferred
    Stock
    Common
    Stock
    Equity
    Sales
        36-month
 F-19




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.  STOCK-BASED
    COMPENSATION PLANS
      Employee
    Stock Purchase Plan
      Equity
    Compensation Plans
   F-20




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Stock
    Options and Employee Stock Purchases
    Employee Stock Options

Employee Stock Purchase Plan2009

2008

2007

2009

2008

2007Weighted average estimated fair value

$17.90

$4.34

$3.40

$12.47

$1.36

$2.03Weighted Average AssumptionsDividend yield(A)

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%Expected volatility(B)

94%

91%

87%

157%

58%

124%Risk-free interest rate(C)

2.0%

2.5%

3.8%

0.62%

1.5%

4.3%Expected term(D)

4.4 years

4.5 years

4.8 years

1.2 years

0.5 years

0.5 years     (A)
    
    We have not paid dividends in the past and do not plan to pay
    dividends in the near future.(B)
    
    The expected stock price volatility is based on the weighted
    average of the historical volatility of our stock and the
    volatilities of certain peer companies. F-21




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (C)
    
    The risk-free interest rate is based on the implied yield
    available on U.S. Treasury zero-coupon issues with a term equal
    to the expected life of the award on the date of grant.(D)
    
    The expected term of the options represents the estimated period
    of time until exercise and is based on historical experience of
    similar awards, giving consideration to the contractual terms,
    vesting schedules and expectations of future employee behavior.
    The expected term of awards under the employee stock purchase
    plan represents the weighted average purchase periods of each
    offering.    2009


2008


2007Weighted





Weighted





WeightedShares


Average


Shares


Average


Shares


AverageUnder


Exercise


Under


Exercise


Under


ExerciseOption


Price


Option


Price


Option


PriceOutstanding at January 1


4,877,268


$
6.99



5,223,439


$
7.10



5,664,958


$
7.48Granted


831,500



26.27



376,564



6.39



1,176,562



4.94Exercised


(2,229,953
)


7.18



(131,133
)


4.37



(1,033,441
)


6.51Forfeited or expired


(204,200
)


7.55



(591,602
)


8.14



(584,640
)


7.43Outstanding at December 31


3,274,615



11.73



4,877,268



6.99



5,223,439



7.10Options exercisable at December 31


1,929,911



7.75



3,617,543



7.58



3,608,654



8.05Options available for future grant


12,630,046







703,297







138,267       Options Outstanding


Options ExercisableWeighted-Average


Weighted-





Weighted-Number


Remaining


Average


Number


AverageOutstanding As of


Contractual Life


Exercise


Exercisable as of


ExerciseExercise Prices

December 31, 2009


(In Years)


Price


December 31, 2009


Price$ 1.82 - $ 4.90


1,017,628



7.25


$
4.61



623,026


$
4.51$ 4.95 - $ 6.39


752,276



6.15



5.85



589,779



5.72$ 6.47 - $21.31


657,471



3.96



10.77



649,133



10.76$22.99 - $26.64


694,350



9.33



25.90



66,083



26.12$27.34 - $36.74


152,890



9.70



27.82



1,890



31.48$ 1.82 - $36.74


3,274,615



6.89


$
11.73



1,929,911


$
7.75      F-22




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock Awards
      2009


2008


2007Weighted





Weighted





WeightedAverage





Average





AverageStock


Grant Date


Stock


Grant Date


Stock


Grant DateAwards


Fair Value


Awards


Fair Value


Awards


Fair ValueOutstanding at beginning of year


1,462,936


$
6.13



1,449,687


$
5.96



1,106,160


$
4.45Granted


1,521,147



8.50



554,138



6.33



1,017,004



6.68Vested


(498,749
)


5.97



(386,759
)


5.68



(560,650
)


4.45Forfeited or expired


(125,196
)


5.84



(154,130
)


7.06



(112,827
)


4.14Outstanding at end of year


2,360,138


$
7.71



1,462,936


$
6.13



1,449,687


$
5.96    F-23




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AwardsAvailablefor GrantBalance, January 1, 2007


884,366Granted


(2,193,566
)Forfeited or expired


697,467Additional shares reserved


750,000Balance at December 31, 2007


138,267Granted


(930,702
)Forfeited or expired


745,732Additional shares reserved


750,000Balance at December 31, 2008


703,297Granted


(2,352,647
)Forfeited or expired


329,396Additional shares reserved (includes 13,200,000 for the 2009
    plan and 750,000 for the 2000 Plan)


13,950,000Balance at December 31, 2009


12,630,046   Common
    Stock Reserved
    Convertible senior subordinated notes


5,109,785Warrants


8,000,000Outstanding common stock options


3,274,615Employee stock purchase plan


2,184,098Common stock awards


2,360,138Available for future grant under equity plans


12,630,04633,558,682   10.
    INCOME
    TAXES       F-24




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2009


2008(In thousands)Deferred tax assets:Net operating loss carryforwards

$
213,157


$
186,754Research credits


18,379



16,716Stock-based compensation


4,610



2,322Capitalized research and development






Other


4,497



5,648Total deferred tax assets


240,643



211,440Valuation allowance


(240,643
)


(211,440
)Net deferred tax assets and liabilities

$



$
       11.
    NET LOSS
    PER SHARE      For the Year Ended December 31,2009


2008


2007(In thousands, except per shareamounts)Net loss

$
(220,161
)

$
(71,644
)

$
(99,264
)Weighted average shares used in computation of basic and diluted
    net loss per share


108,050



90,357



82,531Basic and diluted net loss per share

$
(2.04
)

$
(0.79
)

$
(1.20
)  F-25




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    COMMITMENTS
    AND CONTINGENCIES  5-year
        OperatingLeases(In thousands)Year ending December 31:2010

$
5,8372011


5,8512012


1,8542013


1,7642014


1,761Thereafter


15,929Total minimum lease payments

$
32,996      F-26




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  McGuire v. Dendreon Corporation, et al. McGuire, et al. v.
    Dendreon Corporation, et al
  Mountanos v. Dendreon Corporation, et al. Mountanos McGuire Mountanos McGuire v. Dendreon
  Loh v. Gold, et al. McGuire v. Dendreon
   F-27




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Loh v. Gold
    13.
    EMPLOYEE
    BENEFIT PLAN      14.
    RESTRUCTURING    Balance








BalanceAccrued in


Paid in





As of


Paid in





As ofRestructuring Charges

2007


2007


Adjustments


12/31//07


2008


Adjustments


12/31//08(In thousands)Severance and outplacement costs

$
1,871


$
(1,508
)

$
(29
)

$
334


$
(295
)

$
(39
)

$
Contract termination costs


300



(300
)


















Stock compensation expense


199



(199
)


















Total

$
2,370


$
(2,007
)

$
(29
)

$
334


$
(295
)

$
(39
)

$
  F-28




---



##### 



DENDREON
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    QUARTERLY
    INFORMATION (UNAUDITED)    March 31


June 30


September 30


December 31(In thousands, except per share amounts)2009Revenue

$
30


$
25


$
25


$
21Total operating expenses


17,014



20,929



25,795



36,404Loss from operations


(16,984
)


(20,904
)


(25,770
)


(36,383
)Net loss(a)


(15,384
)


(126,717
)


(45,551
)


(32,509
)Basic and diluted net loss per share


(0.16
)


(1.20
)


(0.40
)


(0.28
)   March 31


June 30


September 30


December 31(In thousands, except per share amounts)2008Revenue

$
31


$
26


$
26


$
28Total operating expenses


19,153



18,613



17,285



15,538Loss from operations


(19,122
)


(18,587
)


(17,259
)


(15,510
)Net loss(b)


(19,516
)


(16,514
)


(26,777
)


(8,837
)Basic and diluted net loss per share


(0.23
)


(0.18
)


(0.29
)


(0.09
)     (a)
    
    Net loss during the quarters ended June 30, 2009 and
    September 30, 2009 includes loss from warrant valuation of
    $105.8 million and $19.4 million, respectively. Net
    loss during the quarters ended March 31, 2009 and
    December 31, 2009 includes gain from warrant valuation of
    $2.4 million and $4.0 million, respectively.(b)
    
    Net loss during the quarter ended September 30, 2008
    includes loss from warrant valuation of $9.1 million. Net
    loss during the quarter ended June 30, 2008 and
    December 31, 2008 includes gains from warrant valuation of
    $2.4 million and $7.1 million, respectively. F-29