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DENDREON CORPORATION
 AMENDED
2000 EQUITY INCENTIVE PLAN
 Adopted March 1, 2000  Approved By Stockholders May 1, 2000
 Amended By The Board of Directors December 6, 2000  Approved By Stockholders May 16, 2001
 Amended by the Board of Directors February 24, 2003, March 12, 2003, and May 22, 2003  Approved by the Stockholders July 29, 2003
 Amended by the Board of Directors September 8, 2004
 Amended by the Board of Directors December 6, 2006
 Termination Date: February 28, 2010
 1.
    
    Purposes.
 (a) Amendment and Restatement of Dendreon Corporation 1996 Equity Incentive Plan.
 (b) Eligible Stock Award Recipients.
 (c) Available Stock Awards.
 (d) General Purpose.
 1.




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2.
    
    Definitions.
 (a) Affiliate
 (b) Board
 (c) Code
 (d) Committee
 (e) Common Stock
 (f) Company Dendreon Corporation
 (g) Consultant
 (h) Continuous Service
 (i) Covered Employee
 (j) Director
 (k) Disability
 2.




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(l) Employee
 (m) Exchange Act
 (n)  Fair Market Value
 (i) The Wall Street Journal
 (ii)
 (o) Incentive Stock Option
 (p) Non-Employee Director
 (q) Nonstatutory Stock Option
 (r) Officer
 (s) Option
 (t) Option Agreement
 (u) Optionholder
 3.




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(v) Outside Director
 (w) Participant
 (x) Plan
 (y) Rule 16b-3
 (z) Securities Act
 (aa) Stock Award
 (bb) Stock Award Agreement
 (cc) Ten Percent Stockholder
 3.
    
    Administration.
 (a) Administration by Board.
 (b) Powers of Board.
 (i)
 (ii)
 4.




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(iii)
 (iv)
 (c) Delegation to Committee.
 (i) General.
 (ii) Committee Composition when Common Stock is Publicly Traded.
 (d) Effect of Boards Decision.
 4.
    
    Shares Subject to the Plan.
 (a) Share Reserve.
 5.




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(b) Reversion of Shares to the Share Reserve
 (c) Source of Shares.
 5.
    
    Eligibility.
 (a) Eligibility for Specific Stock Awards
 (b) Ten Percent Stockholders.
 (c) Section 162(m) Limitation.
 (d) Consultants.
 (i) e.g.,
 6.




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(ii)
 6.
    
    Option Provisions.
  (a) Term.
 (b) Exercise Price of an Incentive Stock Option.
 (c) Exercise Price of a Nonstatutory Stock Option.
 (d) Consideration.
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(e) Transferability of an Incentive Stock Option.
 (f) Transferability of a Nonstatutory Stock Option.
 (g) Vesting Generally.
 (h) Termination of Continuous Service.
 8.




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(i) Extension of Termination Date.
 (j) Disability of Optionholder.
 (k) Death of Optionholder.
 (l) Early Exercise.
 (m) Re-Load Options.
 (i)
 9.




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(ii)
 (iii)
 7.
    
    Non-Employee Director Stock Options.
  (a) Initial Grants.
 (b) Annual Grants.
 10.




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(c) Term
 (d) Exercise Price
 (e) Vesting.
 (f) Consideration
 (g) Transferability
 11.




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(h) Termination of Continuous Service
 (i) Extension of Termination Date
 (j) Disability of Non-Employee Director
 (k) Death of Non-Employee Director
 8.
    
    Provisions of Stock Awards other than Options.
 12.




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(a) Stock Bonus Awards.
 (i) Consideration.
 (ii) Vesting.
 (iii) Termination of Participants Continuous Service.
 (iv) Transferability.
 (b) Restricted Stock Awards.
 (i) Purchase Price.
 (ii) Consideration.
 13.




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(iii) Vesting.
 (iv) Termination of Participants Continuous Service.
 (v) Transferability.
 9.
    
    Covenants of the Company.
 (a) Availability of Shares.
 (b) Securities Law Compliance.
 10.
    
    Use of Proceeds from Stock.
  11.
    
    Miscellaneous.
 (a) Acceleration of Exercisability and Vesting.
 (b) Stockholder Rights.
 14.




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(c) No Employment or other Service Rights.
 (d) Incentive Stock Option $100,000 Limitation.
 (e) Investment Assurances.
 (f) Withholding Obligations.
 15.




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12.
    
    Adjustments upon Changes in Stock.
 (a) Capitalization Adjustments
 (b) Dissolution or Liquidation
 (c) Asset Sale, Merger, Consolidation or Reverse Merger
 13.
    
    Amendment of the Plan and Stock Awards.
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(a) Amendment of Plan.
 (b) Stockholder Approval.
 (c) Contemplated Amendments.
 (d) No Impairment of Rights.
 (e) Amendment of Stock Awards.
 14.
    
    Termination or Suspension of the Plan.
 (a) Plan Term.
 (b) No Impairment of Rights.
 15.
    
    Effective Date of Plan.
  16.
    
    Choice of Law.
 17.




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17.
    
    Assumption of Rights Granted or Issued by Another Corporation.
 provided
 18.